Form 20-F
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from to
Commission file number 1-33198
TEEKAY OFFSHORE PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrants Name into English)
Republic of The Marshall Islands
(Jurisdiction of incorporation or organization)
4th floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda
(Address of principal executive offices)
Roy Spires
4th floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda
Telephone: (441) 298-2530
Fax: (441) 292-3931
(Contact Information for Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class
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Name of each exchange on which registered |
Common Units
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New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report.
20,425,000 Common Units
9,800,000 Subordinated Units
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer o
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Accelerated Filer þ
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Non-Accelerated Filer o |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:
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U.S. GAAP þ
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International Financial Reporting Standards
as issued by the International Accounting
Standards Board o
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Other o |
If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow:
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
TEEKAY OFFSHORE PARTNERS L.P.
INDEX TO REPORT ON FORM 20-F
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Page |
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Not applicable |
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Not applicable |
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4 |
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20 |
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Not applicable |
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35 |
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50 |
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54 |
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57 |
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58 |
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59 |
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63 |
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Not applicable |
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PART II. |
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64 |
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64 |
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64 |
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65 |
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65 |
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66 |
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Not applicable |
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Not applicable |
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Not applicable |
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67 |
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67 |
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68 |
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2
PART I
This Annual Report should be read in conjunction with the consolidated financial statements and
accompanying notes included in this report.
Unless otherwise indicated, references in this Annual Report to Teekay Offshore, we, us and
our and similar terms refer to Teekay Offshore Partners L.P. and/or one or more of its
subsidiaries, including Teekay Offshore Operating L.P. (or OPCO), except that those terms, when
used in this Annual Report in connection with the common units described herein, shall mean
specifically Teekay Offshore Partners L.P. References in this Annual Report to Teekay Corporation
refer to Teekay Corporation and/or any one or more of its subsidiaries.
In addition to historical information, this Annual Report contains forward-looking statements that
involve risks and uncertainties. Such forward-looking statements relate to future events and our
operations, objectives, expectations, performance, financial condition and intentions. When used in
this Annual Report, the words expect, intend, plan, believe, anticipate, estimate and
variations of such words and similar expressions are intended to identify forward-looking
statements. Forward-looking statements in this Annual Report include, in particular, statements
regarding:
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our ability to make cash distributions on our units or any increases in quarterly
distributions; |
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our future financial condition or results of operations and future revenues and
expenses; |
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growth prospects of the offshore and tanker markets; |
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offshore and tanker market fundamentals, including the balance of supply and demand in
the offshore and tanker markets; |
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the expected lifespan of a new shuttle tanker, floating storage and off-take (or FSO)
unit and conventional tanker; |
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estimated capital expenditures and the availability of capital resources to fund capital
expenditures; |
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our ability to maintain long-term relationships with major crude oil companies; |
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the recent economic downturn and crisis in the global financial markets, including
disruptions in the global credit and stock markets and potential negative effects on our
customers ability to charter our vessels and pay for our services; |
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our ability to leverage to our advantage Teekay Corporations relationships and
reputation in the shipping industry; |
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our continued ability to enter into fixed-rate time charters with customers; |
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obtaining offshore projects that we or Teekay Corporation bid on or that Teekay
Corporation is awarded; |
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our ability to maximize the use of our vessels, including the re-deployment or
disposition of vessels no longer under long-term time charter; |
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the ability of the counterparties to our derivative contracts to fulfill their
contractual obligations; |
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our pursuit of strategic opportunities, including the acquisition of vessels and
expansion into new markets vessels; |
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our expected financial flexibility to pursue acquisitions and other expansion
opportunities; |
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anticipated funds for liquidity needs and the sufficiency of cash flows; |
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the expected cost of, and our ability to comply with, governmental regulations and
maritime self regulatory organization standards applicable to our business; |
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the expected impact of heightened environmental and quality concerns of insurance
underwriters, regulators and charterers; |
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anticipated taxation of our partnership and its subsidiaries; |
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Teekay Corporation offering to us additional interest in Teekay Offshore Operating L.P.; |
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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 |
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our business strategy and other plans and objectives for future operations. |
Forward-looking statements are necessarily estimates reflecting the judgment of senior management,
involve known and unknown risks and are based upon a number of assumptions and estimates that are
inherently subject to significant uncertainties and contingencies, many of which are beyond our
control. Actual results may differ materially from those expressed or implied by such
forward-looking statements. Important factors that could cause actual results to differ materially
include, but are not limited to, those factors discussed below in Item 3: Key InformationRisk
Factors and other factors detailed from time to time in other reports we file with the U.S.
Securities and Exchange Commission (or the SEC).
We do not intend to revise any forward-looking statements in order to reflect any change in our
expectations or events or circumstances that may subsequently arise. You should carefully review
and consider the various disclosures included in this Annual Report and in our other filings made
with the SEC that attempt to advise interested parties of the risks and factors that may affect our
business, prospects and results of operations.
3
Item 1. Identity of Directors, Senior Management and Advisors
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
Selected Financial Data
The following tables present, in each case for the periods and as of the dates indicated, summary:
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historical financial and operating data of Teekay Offshore Partners Predecessor (as
defined below); and |
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financial and operating data of Teekay Offshore Partners L.P. and its subsidiaries since
its initial public offering on December 19, 2006. |
Prior to the closing of our initial public offering of common units on December 19, 2006, Teekay
Corporation transferred eight Aframax conventional crude oil tankers to a subsidiary of Norsk
Teekay Holdings Ltd. (or Norsk Teekay) and one FSO unit to Teekay Offshore Australia Trust. Teekay
Corporation then transferred to Teekay Offshore Operating L.P. (or OPCO) all of the outstanding
interests of four wholly-owned subsidiaries Norsk Teekay, Teekay Nordic Holdings Inc., Teekay
Offshore Australia Trust and Pattani Spirit L.L.C. These four wholly-owned subsidiaries, which
include the eight Aframax conventional crude oil tankers and the FSO unit, are collectively
referred to as Teekay Offshore Partners Predecessor or the Predecessor.
The summary historical financial and operating data has been prepared on the following basis:
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the historical financial and operating data of Teekay Offshore Partners Predecessor as
at and for the years ended December 31, 2004 and 2005 is derived from the audited combined
consolidated financial statements of Teekay Offshore Partners Predecessor; |
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the historical financial and operating data of Teekay Offshore Partners Predecessor for
the period from January 1, 2006 to December 18, 2006 is derived from the audited combined
consolidated financial statements of Teekay Offshore Partners Predecessor; and |
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the historical financial and operating data of Teekay Offshore Partners L.P. as at
December 31, 2006, 2007 and 2008, for the period from December 19, 2006 to December 31,
2006, and for the years ended December 31, 2007 and 2008, reflect our initial public
offering and are derived from our audited consolidated financial statements. |
In July 2007, we acquired from Teekay Corporation ownership of its 100% interest in the 2000-built
shuttle tanker Navion Bergen and its 50% interest in the 2006-built shuttle tanker Navion
Gothenburg. The acquisitions included the assumption of debt, related interest rate swap
agreements and Teekay Corporations rights and obligations under 13-year, fixed-rate bareboat
charters. In October 2007, we acquired from Teekay Corporation its interest in the FSO unit Dampier
Spirit, along with its 7-year fixed-rate time-charter. In June 2008, we acquired from Teekay
Corporation its interests in two 2008-built Aframax-class lightering tankers, the SPT Explorer and
the SPT Navigator. This acquisition included the assumption of debt and Teekay Corporations
rights and obligations under the 10-year, fixed-rate bareboat charters (with options exercisable by
the charterer to extend up to an additional five years). These transactions were deemed to be
business acquisitions between entities under common control. Accordingly, we have accounted for
these transactions in a manner similar to the pooling of interest method. Under this method of
accounting, our financial statements prior to the date the interests in these vessels were actually
acquired by us are retroactively adjusted to include the results of these acquired vessels. The
periods retroactively adjusted include all periods that we and the acquired vessels were both under
common control of Teekay Corporation and had begun operations. As a result, our applicable
consolidated financial statements reflect these vessels and the results of operations of the
vessels, referred to herein as the Dropdown Predecessor, as if we had acquired them when each
respective vessel began operations under the ownership of Teekay Corporation. These vessels began
operations on April 16, 2007 (Navion Bergen), July 24, 2007 (Navion Gothenburg), March 15, 1998
(Dampier Spirit), January 7, 2008 (SPT Explorer) and March 28, 2008 (SPT Navigator). Please read
Note 1 to our consolidated financial statements included in this Annual Report.
Our initial public offering and certain other transactions that occurred during 2006, 2007 and 2008
have affected our historical performance or will affect our future performance. As a result, the
following tables should be read together with, and are qualified in their entirety by reference to,
(a) Item 5. Operating and Financial Review and Prospects, included herein, and (b) the historical
consolidated financial statements and the accompanying notes and the Report of Independent
Registered Public Accounting Firm therein (which are included herein), with respect to the
consolidated financial statements for the years ended December 31, 2008, 2007, and 2006 aggregated
as follows:
Year ended December 31, 2008
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January 1 to December 31, 2008 |
Year ended December 31, 2007
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January 1 to December 31, 2007 |
Year ended December 31, 2006
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January 1 to December 18, 2006 |
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December 19 to December 31, 2006 |
4
Our consolidated financial statements are prepared in accordance with United States generally
accepted accounting principles (or GAAP).
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Year Ended December 31, 2006 |
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January 1 to |
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December 19 to |
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Year Ended December 31, |
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December 18, |
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December 31, |
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Year Ended December 31, |
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2004 |
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2005 |
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2006 |
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2006 |
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2007 |
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2008 |
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Income Statement Data: |
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Voyage revenues |
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$ |
723,217 |
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$ |
613,246 |
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$ |
617,514 |
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$ |
24,397 |
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$ |
785,203 |
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$ |
872,492 |
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Operating expenses: |
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Voyage expenses (1) |
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90,414 |
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74,543 |
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91,321 |
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3,102 |
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151,637 |
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225,029 |
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Vessel operating expenses (2) (14) |
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109,278 |
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109,480 |
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107,991 |
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4,297 |
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149,660 |
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184,416 |
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Time-charter hire expense |
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177,050 |
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169,687 |
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159,973 |
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5,641 |
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150,463 |
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132,234 |
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Depreciation and amortization |
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120,197 |
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109,824 |
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100,823 |
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3,726 |
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124,370 |
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38,437 |
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General and
administrative (14) |
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45,941 |
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56,726 |
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63,014 |
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2,177 |
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62,404 |
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64,230 |
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(Gain) loss on sale of vessels and equipment net of
writedowns |
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(3,725 |
) |
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2,820 |
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(4,778 |
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Restructuring charge |
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955 |
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832 |
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Total operating expenses |
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539,155 |
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524,035 |
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519,176 |
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18,943 |
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638,534 |
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744,346 |
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Income from vessel operations |
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184,062 |
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89,211 |
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98,338 |
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5,454 |
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146,669 |
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128,146 |
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Interest
expense (14) |
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(44,268 |
) |
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(39,983 |
) |
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(64,462 |
) |
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(1,617 |
) |
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(126,304 |
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(215,727 |
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Interest income |
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2,459 |
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4,612 |
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5,167 |
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191 |
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5,871 |
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4,086 |
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Equity income from joint ventures |
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5,514 |
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5,955 |
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6,321 |
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Gain on sales of marketable securities |
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94,222 |
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Foreign currency exchange (loss) gain (3) |
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(37,840 |
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34,228 |
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(66,214 |
) |
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(118 |
) |
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(11,678 |
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4,343 |
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Other net |
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14,064 |
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9,091 |
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8,367 |
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309 |
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10,403 |
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11,936 |
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Income tax (expense) recovery |
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(29,465 |
) |
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12,375 |
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(3,260 |
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(121 |
) |
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10,516 |
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56,704 |
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Income (loss) from continuing operations before
non-controlling interest |
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188,748 |
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115,489 |
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(15,743 |
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4,098 |
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35,477 |
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(10,512 |
) |
Non-controlling interest |
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(2,167 |
) |
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(229 |
) |
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(3,893 |
) |
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(2,636 |
) |
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(31,519 |
) |
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(7,122 |
) |
Income (loss) from continuing operations |
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186,581 |
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115,260 |
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(19,636 |
) |
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1,462 |
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3,958 |
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(17,634 |
) |
Net income (loss) from discontinued operations(4) |
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30,619 |
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(19,347 |
) |
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(10,656 |
) |
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Net income (loss) |
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$ |
217,200 |
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$ |
95,913 |
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$ |
(30,292 |
) |
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$ |
1,462 |
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$ |
3,958 |
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$ |
(17,634 |
) |
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Dropdown Predecessors interest in net income |
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4,076 |
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$ |
2,910 |
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$ |
3,097 |
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$ |
114 |
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$ |
1,300 |
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$ |
1,333 |
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General partners interest in net income |
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64 |
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|
733 |
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8,918 |
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Limited partners interest: |
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Net income (loss) from continuing operations |
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182,505 |
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112,350 |
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(22,733 |
) |
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|
1,284 |
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|
1,925 |
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(27,885 |
) |
Net Income (loss) from continuing operations per: |
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Common unit (basic and diluted) (5) |
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14.48 |
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8.92 |
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(1.80 |
) |
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0.07 |
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0.12 |
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(0.90 |
) |
Subordinated unit (basic and diluted) (5) |
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14.48 |
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8.92 |
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(1.80 |
) |
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0.06 |
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|
|
0.07 |
|
|
|
(0.90 |
) |
Total unit (basic and diluted) (5) |
|
|
14.48 |
|
|
|
8.92 |
|
|
|
(1.80 |
) |
|
|
0.07 |
|
|
|
0.10 |
|
|
|
(0.90 |
) |
Limited partners interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
213,124 |
|
|
|
93,003 |
|
|
|
(33,389 |
) |
|
|
1,284 |
|
|
|
1,925 |
|
|
|
(27,885 |
) |
Net income (loss) per: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common unit (basic and diluted) (5) |
|
|
16.91 |
|
|
|
7.38 |
|
|
|
(2.65 |
) |
|
|
0.07 |
|
|
|
0.12 |
|
|
|
(0.90 |
) |
Subordinated unit (basic and diluted) (5) |
|
|
16.91 |
|
|
|
7.38 |
|
|
|
(2.65 |
) |
|
|
0.06 |
|
|
|
0.07 |
|
|
|
(0.90 |
) |
Total unit (basic and diluted) (5) |
|
|
16.91 |
|
|
|
7.38 |
|
|
|
(2.65 |
) |
|
|
0.07 |
|
|
|
0.10 |
|
|
|
(0.90 |
) |
Cash distributions declared per unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.14 |
|
|
|
1.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data (at end of year): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and marketable securities(4) (6) |
|
$ |
143,729 |
|
|
$ |
128,986 |
|
|
$ |
|
|
|
$ |
113,986 |
|
|
$ |
121,224 |
|
|
$ |
131,488 |
|
Vessels and equipment (7) (8) |
|
|
1,440,167 |
|
|
|
1,310,135 |
|
|
|
|
|
|
|
1,532,743 |
|
|
|
1,662,865 |
|
|
|
1,708,006 |
|
Total assets |
|
|
2,054,760 |
|
|
|
1,895,601 |
|
|
|
|
|
|
|
2,081,224 |
|
|
|
2,166,351 |
|
|
|
2,180,092 |
|
Total debt |
|
|
1,178,132 |
|
|
|
943,319 |
|
|
|
|
|
|
|
1,303,352 |
|
|
|
1,517,467 |
|
|
|
1,566,436 |
|
Non-controlling interest |
|
|
14,276 |
|
|
|
11,859 |
|
|
|
|
|
|
|
427,977 |
|
|
|
392,613 |
|
|
|
201,383 |
|
Dropdown Predecessors equity |
|
|
44,016 |
|
|
|
47,784 |
|
|
|
|
|
|
|
51,792 |
|
|
|
|
|
|
|
|
|
Total partners/owners equity |
|
|
659,212 |
|
|
|
747,879 |
|
|
|
|
|
|
|
138,942 |
|
|
|
77,401 |
|
|
|
100,866 |
|
Common units outstanding(5) |
|
|
2,800,000 |
|
|
|
2,800,000 |
|
|
|
2,800,000 |
|
|
|
9,800,000 |
|
|
|
9,800,000 |
|
|
|
15,461,202 |
|
Subordinated units outstanding (5) |
|
|
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 (9) |
|
$ |
247,184 |
|
|
$ |
157,881 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
45,847 |
|
|
$ |
122,566 |
|
Financing activities (9) |
|
|
(74,302 |
) |
|
|
(206,748 |
) |
|
|
|
|
|
|
|
|
|
|
(23,905 |
) |
|
|
38,806 |
|
Investing activities (9) |
|
|
(190,110 |
) |
|
|
34,124 |
|
|
|
|
|
|
|
|
|
|
|
(14,704 |
) |
|
|
(151,108 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Financial Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net voyage revenues (10) |
|
$ |
632,803 |
|
|
$ |
538,703 |
|
|
$ |
526,193 |
|
|
$ |
21,295 |
|
|
$ |
633,566 |
|
|
$ |
647,463 |
|
EBITDA (11) |
|
|
409,638 |
|
|
|
229,199 |
|
|
|
133,086 |
|
|
|
6,735 |
|
|
|
238,245 |
|
|
|
275,740 |
|
Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for vessels and equipment (12) |
|
|
170,630 |
|
|
|
24,760 |
|
|
|
31,079 |
|
|
|
|
|
|
|
31,228 |
|
|
|
57,858 |
|
Expenditures for drydocking |
|
|
9,174 |
|
|
|
8,906 |
|
|
|
31,255 |
|
|
|
|
|
|
|
49,053 |
|
|
|
29,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fleet data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of shuttle tankers (13) |
|
|
37.9 |
|
|
|
35.8 |
|
|
|
33.9 |
|
|
|
36.0 |
|
|
|
36.9 |
|
|
|
36.6 |
|
Average number of conventional tankers (13) |
|
|
40.7 |
|
|
|
41.2 |
|
|
|
22.0 |
|
|
|
10.0 |
|
|
|
9.3 |
|
|
|
10.7 |
|
Average number of FSO units (13) |
|
|
4.0 |
|
|
|
4.0 |
|
|
|
4.0 |
|
|
|
4.0 |
|
|
|
4.6 |
|
|
|
5.0 |
|
|
|
|
(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. |
5
|
|
|
(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
our initial public offering on December 19, 2006. |
|
(4) |
|
On July 1, 2006, the Predecessor sold Navion Shipping Ltd. to a subsidiary of Teekay
Corporation for $53.7 million. At the time of the sale, all of the Predecessors chartered-in
conventional tankers were chartered-in by Navion Shipping Ltd. and subsequently time chartered
to a subsidiary of Teekay Corporation at charter rates that provided a fixed 1.25% profit
margin. These chartered-in conventional tankers were operated in the spot market by the
subsidiary of Teekay Corporation. |
|
(5) |
|
Net income (loss) per unit is determined by dividing net income (loss), after deducting the
amount of net income (loss) attributable to the Dropdown Predecessor and the amount of net
income (loss) allocated to our general partners 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. |
|
(6) |
|
Cash and marketable securities include cash from discontinued operations of $13.4 million and
$2.5 million as at December 31, 2004, and 2005, respectively. |
|
(7) |
|
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. |
|
(8) |
|
Vessels and equipment includes a vessel held for sale of $19.6 million as at December 31,
2004. |
|
(9) |
|
For the year ended December 31, 2006, cash flow data provided by (used in) operating
activities, financing activities and investing activities was $162,228, ($230,238) and
$53,010, respectively. |
|
(10) |
|
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 |
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
January 1 to |
|
|
December 19 to |
|
|
Year Ended |
|
|
Year Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 18, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage revenues |
|
$ |
723,217 |
|
|
$ |
613,246 |
|
|
$ |
617,514 |
|
|
$ |
24,397 |
|
|
$ |
785,203 |
|
|
$ |
872,492 |
|
Voyage expenses |
|
|
90,414 |
|
|
|
74,543 |
|
|
|
91,321 |
|
|
|
3,102 |
|
|
|
151,637 |
|
|
|
225,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net voyage revenues |
|
$ |
632,803 |
|
|
$ |
538,703 |
|
|
$ |
526,193 |
|
|
$ |
21,295 |
|
|
$ |
633,566 |
|
|
$ |
647,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|
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 our ongoing financial and operational strength and health
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 OPCOs
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. |
6
EBITDA should not be considered an alternative to net income, operating income, cash flow from
operating activities or any other measure of financial performance or liquidity presented in
accordance with GAAP. EBITDA excludes some, but not all, items that affect net income and
operating income, and these measures may vary among other companies. Therefore, EBITDA as
presented by us may not be comparable to similarly titled measures of other companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1 to |
|
|
December 19 to |
|
|
|
|
|
|
Year Ended December 31, |
|
|
December 18, |
|
|
December 31, |
|
|
Year Ended December 31, |
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
Reconciliation of EBITDA to
Net income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
217,200 |
|
|
$ |
95,913 |
|
|
$ |
(30,292 |
) |
|
$ |
1,462 |
|
|
$ |
3,958 |
|
|
$ |
(17,634 |
) |
Depreciation and amortization |
|
|
120,197 |
|
|
|
109,824 |
|
|
|
100,823 |
|
|
|
3,726 |
|
|
|
124,370 |
|
|
|
138,437 |
|
Interest expense, net |
|
|
41,809 |
|
|
|
35,371 |
|
|
|
59,295 |
|
|
|
1,426 |
|
|
|
120,433 |
|
|
|
211,641 |
|
Income taxes expense (recovery) |
|
|
29,465 |
|
|
|
(12,375 |
) |
|
|
3,260 |
|
|
|
121 |
|
|
|
(10,516 |
) |
|
|
(56,704 |
) |
Depreciation and amortization
and income tax expense related
to discontinued operations |
|
|
967 |
|
|
|
466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA (1) |
|
$ |
409,638 |
|
|
$ |
229,199 |
|
|
$ |
133,086 |
|
|
$ |
6,735 |
|
|
$ |
238,245 |
|
|
$ |
275,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA to
Net operating cash flow: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating cash flow |
|
$ |
247,184 |
|
|
$ |
157,881 |
|
|
$ |
162,112 |
|
|
$ |
116 |
|
|
$ |
45,847 |
|
|
$ |
122,566 |
|
Non-controlling interest |
|
|
(2,167 |
) |
|
|
(229 |
) |
|
|
(3,893 |
) |
|
|
(2,636 |
) |
|
|
(31,519 |
) |
|
|
(7,122 |
) |
Expenditures for drydocking |
|
|
9,174 |
|
|
|
8,906 |
|
|
|
31,255 |
|
|
|
|
|
|
|
49,053 |
|
|
|
29,075 |
|
Interest expense, net |
|
|
41,809 |
|
|
|
35,371 |
|
|
|
59,295 |
|
|
|
1,426 |
|
|
|
120,433 |
|
|
|
211,641 |
|
(Loss) gain on sale of vessels |
|
|
3,725 |
|
|
|
9,423 |
|
|
|
6,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of marketable
securities, net of writedowns |
|
|
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) |
|
|
(1,986 |
) |
|
|
3,205 |
|
|
|
319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in working capital |
|
|
36,757 |
|
|
|
(26,539 |
) |
|
|
(50,673 |
) |
|
|
7,134 |
|
|
|
33,706 |
|
|
|
(22,943 |
) |
Distribution from subsidiaries
to non-controlling interest |
|
|
2,347 |
|
|
|
9,618 |
|
|
|
4,224 |
|
|
|
|
|
|
|
78,107 |
|
|
|
71,976 |
|
Change in fair value of
interest rate swaps |
|
|
|
|
|
|
|
|
|
|
2,647 |
|
|
|
699 |
|
|
|
(45,491 |
) |
|
|
(130,482 |
) |
Foreign currency exchange
(loss) gain and other, net |
|
|
(21,427 |
) |
|
|
43,806 |
|
|
|
(74,188 |
) |
|
|
(4 |
) |
|
|
(11,891 |
) |
|
|
1,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA (1) |
|
$ |
409,638 |
|
|
$ |
229,199 |
|
|
$ |
133,086 |
|
|
$ |
6,735 |
|
|
$ |
238,245 |
|
|
$ |
275,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
EBITDA is net of non-controlling interest expense of $2.2 million, $0.2 million, $3.9
million, $2.6 million, $31.5 million and $7.1 million for the years ended December 31,
2004 and 2005, and for the periods January 1 to December 18, 2006 and December 19 to
December 31, 2006, and for the years ended December 31, 2007 and 2008, respectively. |
EBITDA also includes the following items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1 to |
|
|
December 19 to |
|
|
|
|
|
|
Year Ended December 31, |
|
|
December 18, |
|
|
December 31, |
|
|
Year Ended December 31, |
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
(Loss) gain on sale of vessels and
equipment, net of writedowns |
|
$ |
3,725 |
|
|
$ |
(2,820 |
) |
|
$ |
4,778 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Gain on sale of marketable
securities, net of writedowns |
|
|
94,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on foreign
currency forward contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(466 |
) |
|
|
(4,137 |
) |
Foreign currency exchange (loss) gain |
|
|
(37,840 |
) |
|
|
34,228 |
|
|
|
(66,214 |
) |
|
|
(118 |
) |
|
|
(11,678 |
) |
|
|
4,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
60,107 |
|
|
$ |
31,408 |
|
|
$ |
(61,436 |
) |
|
$ |
(118 |
) |
|
$ |
(12,144 |
) |
|
$ |
206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) |
|
Expenditures for vessels and equipment excludes non-cash investing activities. Please read
Item 18 Financial Statements: Note 14 Supplemental Cash Flow Information. |
|
(13) |
|
Average number of ships consists of the average number of owned and chartered-in vessels
(including those in discontinued operations) that were in our possession during the period
(excluding five vessels owned by OPCOs 50% joint ventures for periods prior to December 1,
2006, but including two vessels deemed to be in our possession for accounting purposes as a
result of the inclusion of the Dropdown Predecessor prior to our actual acquisition of such
vessels). On December 1, 2006, the operating agreements for these five joint ventures were
amended, resulting in OPCO controlling these entities and in their being consolidated with
OPCO in accordance with GAAP. |
|
(14) |
|
Vessel operating expenses, general and administrative
expense and interest expense, includes unrealized gains (losses) on derivative instruments. Please
read Item 18 - Financial Statements: Note 11 - Derivative Instruments and Hedging Activities. |
7
RISK FACTORS
Our cash flow depends substantially on the ability of our subsidiaries, primarily OPCO, to make
distributions to us.
The source of our cash flow consists nearly exclusively of cash distributions from our
subsidiaries, primarily OPCO, which also makes distributions to Teekay Corporation, its other
partner. The amount of cash OPCO and other subsidiaries can distribute to us principally depends
upon the amount of cash they generate from their operations, which may fluctuate from quarter to
quarter based on, among other things:
|
|
|
the rates they obtain from their charters and contracts of affreightment (whereby OPCO or
other subsidiaries carry 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 or other subsidiaries service under contracts
of affreightment; |
|
|
|
the level of their operating costs, such as the cost of crews and insurance; |
|
|
|
the number of off-hire days for their vessels and the timing of, and number of days
required for, drydocking of vessels; |
|
|
|
the rates, if any, at which OPCO or other subsidiaries 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 business. |
The actual amount of cash OPCO or other subsidiaries have available for distribution also
depends on other factors such as:
|
|
|
the level of their capital expenditures, including for maintaining vessels or converting
existing vessels for other uses and complying with regulations; |
|
|
|
their debt service requirements and restrictions on distributions contained in their debt
instruments; |
|
|
|
fluctuations in their working capital needs; |
|
|
|
their 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. |
OPCOs limited partnership agreement provides that it distributes its available cash (as defined in
the partnership agreement) to its partners on a quarterly basis. OPCOs available cash includes
cash on hand less any reserves that may be appropriate for operating its business. The amount of
OPCOs quarterly distributions, including the amount of cash reserves not distributed, is
determined by the Board of Directors of our general partner on our behalf.
The amount of cash OPCO or other subsidiaries generate from operations may differ materially from
their profit or loss for the period, which will be affected by non-cash items. As a result of this
and the other factors mentioned above, OPCO and other subsidiaries may make cash distributions
during periods when they record losses and may not make cash distributions during periods when they
record net income.
We may not have sufficient cash from operations to enable us to pay the minimum quarterly
distribution on our common units or to maintain or increase distributions.
The source of our earnings and cash flow consists nearly exclusively of cash distributions from our
subsidiaries, primarily OPCO. Therefore, the amount of distributions we are able to make to our
unitholders will fluctuate based on the level of distributions made to us by our subsidiaries.
Neither OPCO nor any other subsidiaries may make quarterly distributions at a level that will
permit us to make distributions to our common unitholders at the minimum quarterly distribution
level set forth in our partnership agreement or to maintain or increase our quarterly distributions
in the future. In addition, while we would expect to increase or decrease distributions to our
unitholders if our subsidiaries increase or decrease distributions to us, the timing and amount of
any such increased or decreased distributions will not necessarily be comparable to the timing and
amount of the increase or decrease in distributions made by our subsidiaries to us.
8
Our ability to distribute to our unitholders any cash we may receive from our subsidiaries is or
may be limited by a number of factors, including, among others:
|
|
|
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. |
Many of these factors reduce the amount of cash we may otherwise have available for distribution.
We may not be able to pay distributions, and any distributions we do make may not be at or above
our minimum quarterly distribution. The actual amount of cash that is available for distribution to
our unitholders depends on several factors, many of which are beyond the control of us or our
general partner.
Our ability to grow may be adversely affected by our cash distribution policy. OPCOs ability to
meet its financial needs and grow may be adversely affected by its cash distribution policy.
Our cash distribution policy, which is consistent with our partnership agreement, requires us to
distribute all of our available cash (as defined in our partnership agreement) each quarter.
Accordingly, our growth may not be as fast as businesses that reinvest their available cash to
expand ongoing operations.
OPCOs cash distribution policy requires it to distribute all of its available cash each quarter.
In determining the amount of cash available for distribution by OPCO, the Board of Directors of our
general partner, in making the determination on our behalf, approves the amount of cash reserves to
set aside by OPCO, including reserves for future maintenance capital expenditures, working capital
and other matters. OPCO also relies upon external financing sources, including commercial
borrowings, to fund its capital expenditures. Accordingly, to the extent OPCO does not have
sufficient cash reserves or is unable to obtain financing, its cash distribution policy may
significantly impair its ability to meet its financial needs or to grow.
We must make substantial capital expenditures to maintain the operating capacity of our fleet,
which reduces cash available for distribution. In addition, each quarter our general partner is
required to deduct estimated maintenance capital expenditures from operating surplus, which may
result in less cash available to unitholders than if actual maintenance capital expenditures were
deducted.
We must make substantial capital expenditures to maintain, over the long term, the operating
capacity of our fleet. We intend to continue to expand our fleet, which would increase the level of
our maintenance capital expenditures. Maintenance capital expenditures include capital expenditures
associated with drydocking a vessel, modifying an existing vessel or acquiring a new vessel to the
extent these expenditures are incurred to maintain the operating capacity of our fleet. These
expenditures could increase as a result of changes in:
|
|
|
the cost of labor and materials; |
|
|
|
|
customer requirements; |
|
|
|
|
increases in fleet size or the cost of replacement vessels; |
|
|
|
|
governmental regulations and maritime self-regulatory organization standards relating to
safety, security or the environment; and |
|
|
|
|
competitive standards. |
In addition, actual maintenance capital expenditures vary significantly from quarter to quarter
based on the number of vessels drydocked during that quarter. Significant maintenance capital
expenditures reduce the amount of cash that OPCO has available to distribute to us and that we have
available for distribution to our unitholders.
Our partnership agreement requires our general partner to deduct our estimated, rather than actual,
maintenance capital expenditures from operating surplus each quarter in an effort to reduce
fluctuations in operating surplus (as defined in our partnership agreement). The amount of
estimated maintenance capital expenditures deducted from operating surplus is subject to review and
change by the conflicts committee of our general partner at least once a year. In years when
estimated maintenance capital expenditures are higher than actual maintenance capital expenditures,
the amount of cash available for distribution to unitholders is lower than if actual maintenance
capital expenditures were deducted from operating surplus. If our general partner underestimates
the appropriate level of estimated maintenance capital expenditures, we may have less cash
available for distribution in future periods when actual capital expenditures begin to exceed our
previous estimates.
We require substantial capital expenditures to expand the size of our fleet. We generally are
required to make significant installment payments for acquisitions of newbuilding vessels or for
the conversion of existing vessels prior to their delivery and generation of revenue. Depending on
whether we finance our expenditures through cash from operations or by issuing debt or equity
securities, our ability to make cash distributions may be diminished or our financial leverage may
increase or our unitholders may be diluted.
We make substantial capital expenditures to increase the size of our fleet. In 2007, we purchased
from Teekay Corporation its interests in two shuttle tankers and one FSO unit. In 2008, we
purchased a shuttle tanker from a third party and we purchased from Teekay Corporation two conventional tankers and Teekay Corporation is obligated to offer us its interests
in additional vessels. In 2008, we also purchased from Teekay Corporation an additional 25% limited
partner interest in OPCO. Please read Item 4: Information on the PartnershipOverview, History and
Development, for information about these recent and potential acquisitions.
9
Currently, the total delivered cost for a shuttle tanker is approximately $50 to $130 million, the
cost of converting an existing tanker to an FSO unit is approximately $20 to $50 million and a
floating, production, storage and off-take (or FPSO) unit is approximately $100 million to
$1.5 billion, although actual costs vary significantly depending on the market price charged by
shipyards, the size and specifications of the vessel, governmental regulations and maritime
self-regulatory organization standards.
We and Teekay Corporation regularly evaluate and pursue opportunities to provide marine
transportation services for new or expanding offshore projects. Teekay Corporation currently is
seeking to provide transportation services for several offshore projects. Under an omnibus
agreement that we have entered into in connection with our initial public offering, Teekay
Corporation is required to offer to us, within 365 days of their deliveries, certain shuttle
tankers, FSO units and FPSO units Teekay Corporation may acquire or has acquired, including certain
vessels of Teekay Corporations subsidiary Teekay Petrojarl ASA. Neither we nor Teekay Corporation
may be awarded charters or contracts of affreightment relating to any of the projects we pursue or
it pursues, and we may choose not to purchase the vessels Teekay Corporation is required to offer
to us under the omnibus agreement. If we obtain from Teekay Corporation any offshore project, we
will incur significant capital expenditures to build the offshore vessels needed to fulfill the
project requirements.
We generally are required to make installment payments on newbuildings prior to their delivery. We
typically must pay between 10% to 20% of the purchase price of a shuttle tanker upon signing the
purchase contract, even though delivery of the completed vessel will not occur until much later
(approximately three to four years from the time the order is placed). If we finance these
acquisition costs by issuing debt or equity securities, we will increase the aggregate amount of
interest or minimum quarterly distributions we must make prior to generating cash from the
operation of the newbuilding.
To fund the remaining portion of existing or future capital expenditures, we will be required to
use cash from operations or incur borrowings or raise capital through the sale of debt or
additional equity securities. Use of cash from operations will reduce cash available for
distribution to unitholders. Our ability to obtain bank financing or to access the capital markets
for future offerings may be limited by our financial condition at the time of any such financing or
offering as well as by adverse market conditions resulting from, among other things, general
economic conditions and contingencies and uncertainties that are beyond our control. Our failure to
obtain the funds for future capital expenditures could have a material adverse effect on our
business, results of operations and financial condition and on our ability to make cash
distributions. Even if we are successful in obtaining necessary funds, the terms of such financings
could limit our ability to pay cash distributions to unitholders. In addition, incurring additional
debt may significantly increase our interest expense and financial leverage, and issuing additional
equity securities may result in significant unitholder dilution and would increase the aggregate
amount of cash required to meet our minimum quarterly distribution to unitholders, which could have
a material adverse effect on our ability to make cash distributions.
Our substantial debt levels may limit our flexibility in obtaining additional financing, pursuing
other business opportunities and paying distributions to you.
If we are awarded contracts for additional offshore projects or otherwise acquire additional vessel
or businesses, our consolidated debt may significantly increase. As at December 31, 2008, our total
debt was $1,566.4 million and we had the ability to borrow an additional $142.7 million under our
revolving credit facilities, subject to limitations in the credit facilities. We may incur
additional debt under these or future credit facilities. Our level of debt could have important
consequences to us, including:
|
|
|
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. |
Our ability to service our debt depends upon, among other things, our future financial and
operating performance, which will be affected by prevailing economic conditions and financial,
business, regulatory and other factors, some of which are beyond our control. If our operating
results are not sufficient to service our current or future indebtedness, we will be forced to take
actions such as reducing distributions, reducing or delaying our business activities, acquisitions,
investments or capital expenditures, selling assets, restructuring or refinancing our debt, or
seeking additional equity capital or bankruptcy protection. We may not be able to effect any of
these remedies on satisfactory terms, or at all.
Financing agreements containing operating and financial restrictions may restrict our business and
financing activities.
The operating and financial restrictions and covenants in our financing arrangements and any future
financing agreements for us could adversely affect our ability to finance future operations or
capital needs or to engage, expand or pursue our business activities. For example, the arrangements
may restrict the ability of us, OPCO or other subsidiaries to:
|
|
|
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. |
10
In addition, five revolving credit facilities require OPCO to maintain a minimum liquidity (cash,
cash equivalents and undrawn committed revolving credit lines with at least six months of maturity)
of $75.0 million, with aggregate liquidity of not less than 5.0% of the total consolidated debt of
OPCO and its subsidiaries. Two other revolving credit facilities are guaranteed by Teekay
Corporation and require Teekay Corporation to maintain the greater of a minimum liquidity of at
least $50.0 million and 5.0% of its total consolidated debt. The ability of Teekay Corporation, us
or OPCO to
comply with covenants and restrictions contained in debt instruments may be affected by events
beyond their, its or our control, including prevailing economic, financial and industry conditions.
If market or other economic conditions deteriorate, compliance with these covenants may be
impaired. If restrictions, covenants, ratios or tests in the financing agreements are breached, a
significant portion of the obligations may become immediately due and payable, and the lenders
commitment to make further loans may terminate. Neither Teekay Corporation, we or OPCO might have,
or be able to obtain, sufficient funds to make these accelerated payments. In addition, obligations
under our credit facilities are secured by certain vessels, and if we are unable to repay debt
under the credit facilities, the lenders could seek to foreclose on those assets.
Restrictions in our debt agreements may prevent us, OPCO or other subsidiaries from paying
distributions.
The payment of principal and interest on our debt reduces cash available for distribution to us and
on our units. In addition, our, OPCOs and other subsidiaries financing agreements prohibit the
payment of distributions upon the occurrence of the following events, among others:
|
|
|
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. |
We derive a substantial majority of our revenues from a limited number of customers, and the loss
of any such customers could result in a significant loss of revenues and cash flow.
We have derived, and we believe we will continue to derive, a substantial majority of revenues and
cash flow from a limited number of customers. StatoilHydro ASA, Teekay Corporation and Petrobras
Transporte S.A. accounted for approximately 37%, 21% and 13%, respectively, of consolidated voyage
revenues from continuing operations during 2008. StatoilHydro ASA, Teekay Corporation and
Petrobras Transporte S.A. accounted for approximately 39%, 20% and 13%, respectively, of
consolidated voyage revenues from continuing operations during 2007. Teekay Corporation and
StatoilHydro ASA accounted for approximately 12% and 30%, respectively, of consolidated voyage
revenues from continuing operations during 2006. No other customer accounted for 10% or more of
revenues from continuing operations during any of these periods.
If we lose a key customer, we may be unable to obtain replacement long-term charters or contracts
of affreightment and may become subject, with respect to any shuttle tankers redeployed on
conventional oil tanker trades, to the volatile spot market, which is highly competitive and
subject to significant price fluctuations. If a customer exercises its right under some charters to
purchase the vessel, we may be unable to acquire an adequate replacement vessel. Any replacement
newbuilding would not generate revenues during its construction and we may be unable to charter any
replacement vessel on terms as favorable to us as those of the terminated charter.
The loss of any of our significant customers could have a material adverse effect on our business,
results of operations and financial condition and our ability to make cash distributions.
We depend on Teekay Corporation to assist us in operating our businesses and competing in our
markets.
We, OPCO and operating subsidiaries of us and OPCO have entered into various services agreements
with certain subsidiaries of Teekay Corporation pursuant to which those subsidiaries will provide
to us and OPCO all of our and OPCOs administrative services and to the operating subsidiaries
substantially all of their managerial, operational and administrative services (including vessel
maintenance, crewing, purchasing, shipyard supervision, insurance and financial services) and other
technical and advisory services. Our operational success and ability to execute our growth strategy
depends significantly upon the satisfactory performance of these services by the Teekay Corporation
subsidiaries. Our business will be harmed if such subsidiaries fail to perform these services
satisfactorily or if they stop providing these services to us, OPCO or the operating subsidiaries.
11
Our ability to compete for offshore oil marine transportation, processing and storage projects and
to enter into new charters or contracts of affreightment and expand our customer relationships
depends largely on our ability to leverage our relationship with Teekay Corporation and its
reputation and relationships in the shipping industry. If Teekay Corporation suffers material
damage to its reputation or relationships, it may harm the ability of us, OPCO or other
subsidiaries to:
|
|
|
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. |
If our ability to do any of the things described above is impaired, it could have a material
adverse effect on our business, results of operations and financial condition and our ability to
make cash distributions.
Our operating subsidiaries may also contract with certain subsidiaries of Teekay Corporation for
the Teekay Corporation subsidiaries to have newbuildings constructed or existing vessels converted
on behalf of the operating subsidiaries and to incur the construction-related financing. The
operating subsidiaries would purchase the vessels on or after delivery based on an agreed-upon
price. None of our operating subsidiaries currently has this type of arrangement with Teekay
Corporation or any of its affiliates.
Our growth depends on continued growth in demand for offshore oil transportation, processing and
storage services.
Our growth strategy focuses on expansion in the shuttle tanker, FSO and FPSO sectors. Accordingly,
our growth depends on continued growth in world and regional demand for these offshore services,
which could be negatively affected by a number of factors, such as:
|
|
|
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. |
Reduced demand for offshore marine transportation, processing or storage services would have a
material adverse effect on our future growth and could harm our business, results of operations and
financial condition.
Because payments under our contracts of affreightment are based on the volume of oil transported,
utilization of our shuttle tanker fleet and the success of our shuttle tanker business depends upon
continued production from existing or new oil fields it services, which is beyond our control and
generally declines naturally over time. Any decrease in the volume of oil transported under
contracts of affreightment could adversely affect our business and operating results.
A majority of our shuttle tankers operate under contracts of affreightment. Payments under these
contracts of affreightment are based upon the volume of oil transported, which depends upon the
level of oil production at the fields we service under the contracts. Oil production levels are
affected by several factors, all of which are beyond our control, including: geologic factors,
including general declines in production that occur naturally over time; the rate of technical
developments in extracting oil and related infrastructure and implementation costs; and operator
decisions based on revenue compared to costs from continued operations. Factors that may affect an
operators decision to initiate or continue production include: changes in oil prices; capital
budget limitations; the availability of necessary drilling and other governmental permits; the
availability of qualified personnel and equipment; the quality of drilling prospects in the area;
and regulatory changes. In addition, the volume of oil transported may be adversely affected by
extended repairs to oil field installations or suspensions of field operations as a result of oil
spills or otherwise.
The rate of oil production at fields we service may decline from existing or future levels, and may
be terminated. If such a reduction or termination occurs, the spot market rates, if any, in the
conventional oil tanker trades at which we may be able to redeploy the affected shuttle tankers may
be lower than the rates previously earned by the vessels under the contracts of affreightment,
which would reduce our results of operations and ability to make cash distributions.
The duration of many of our shuttle tanker and FSO contracts is the life of the relevant oil field
or is subject to extension by the field operator or vessel charterer. If the oil field no longer
produces oil or is abandoned or the contract term is not extended, we will no longer generate
revenue under the related contract and will need to seek to redeploy affected vessels.
Many of our shuttle tanker contracts have a life-of-field duration, which means that the contract
continues until oil production at the field ceases. If production terminates for any reason, we no
longer will generate revenue under the related contract. Other shuttle tanker and FSO contracts
under which our vessels operate are subject to extensions beyond their initial term. The likelihood
of these contracts being extended may be negatively affected by reductions in oil field reserves,
low oil prices generally or other factors. If we are unable to promptly redeploy any affected
vessels at rates at least equal to those under the contracts, if at all, our operating results will
be harmed. Any potential redeployment may not be under long-term contracts, which may affect the
stability of our cash flow and our ability to make cash distributions.
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The continuation of recent economic conditions, including disruptions in the global credit markets,
could adversely affect our results of operations.
The recent economic downturn and crisis in the global financial markets have produced illiquidity
in the capital markets, market volatility, heightened exposure to interest rate and credit risks
and reduced access to capital markets. If this economic downturn continues, we may face restricted
access to the capital markets or secured debt lenders, such as our revolving credit facilities. The
decreased access to such resources could have a material adverse effect on our business, financial
condition and results of operations.
The recent economic downturn may affect our customers ability to charter our vessels and pay for
our services and may adversely affect our business and results of operations.
The recent economic downturn and crisis in the global financial markets may lead to a decline in
our customers operations or ability to pay for our services, which could result in decreased
demand for our vessels and services. Our customers inability to pay could also result in their
default on our current contracts and charters. The decline in the amount of services requested by
our customers or their default on our contracts with them
could have a material adverse effect on our business, financial condition and results of
operations. We cannot determine whether the difficult conditions in the economy and the financial
markets will improve or worsen in the near future.
The results of our shuttle tanker operations in the North Sea are subject to seasonal fluctuations.
Due to harsh winter weather conditions, oil field operators in the North Sea typically schedule oil
platform and other infrastructure repairs and maintenance during the summer months. Because the
North Sea is our primary existing offshore oil market, this seasonal repair and maintenance
activity contributes to quarter-to-quarter volatility in our results of operations, as oil
production typically is lower in the second and third quarters in this region compared with
production in the first and fourth quarters. Because a significant portion of our North Sea shuttle
tankers operate under contracts of affreightment, under which revenue is based on the volume of oil
transported, the results of these shuttle tanker operations in the North Sea under these contracts
generally reflect this seasonal production pattern. When we redeploy affected shuttle tankers as
conventional oil tankers while platform maintenance and repairs are conducted, the overall
financial results for the North Sea shuttle tanker operations may be negatively affected as the
rates in the conventional oil tanker markets at times may be lower than contract of affreightment
rates. In addition, we seek to coordinate some of the general drydocking schedule of our fleet with
this seasonality, which may result in lower revenues and increased drydocking expenses during the
summer months.
Our growth depends on our ability to expand relationships with existing customers and obtain new
customers, for which we will face substantial competition.
One of our principal objectives is to enter into additional long-term, fixed-rate time charters and
contracts of affreightment. The process of obtaining new long-term time charters and contracts of
affreightment is highly competitive and generally involves an intensive screening process and
competitive bids, and often extends for several months. Shuttle tanker, FSO and FPSO contracts are
awarded based upon a variety of factors relating to the vessel operator, including:
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industry relationships and reputation for customer service and safety; |
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experience and quality of ship operations; |
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quality, experience and technical capability of the crew; |
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relationships with shipyards and the ability to get suitable berths; |
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construction management experience, including the ability to obtain on-time delivery of new
vessels according to customer specifications; |
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willingness to accept operational risks pursuant to the charter, such as allowing
termination of the charter for force majeure events; and |
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competitiveness of the bid in terms of overall price. |
We expect substantial competition for providing services for potential shuttle tanker, FSO and FPSO
projects from a number of experienced companies, including state-sponsored entities. OPCOs Aframax
conventional tanker business also faces substantial competition from major oil companies,
independent owners and operators and other sized tankers. Many of our competitors have
significantly greater financial resources than do we, OPCO or Teekay Corporation, which also may
compete with us. We anticipate that an increasing number of marine transportation companies
including many with strong reputations and extensive resources and experience will enter the FSO
and FPSO sectors. This increased competition may cause greater price competition for charters. As a
result of these factors, we may be unable to expand our relationships with existing customers or to
obtain new customers on a profitable basis, if at all, which would have a material adverse effect
on our business, results of operations and financial condition and our ability to make cash
distributions.
Delays in deliveries of newbuilding vessels or of conversions of existing vessels could harm our
operating results.
The delivery of any newbuildings or vessel conversions we may order could be delayed, which would
delay our receipt of revenues under the charters or other contracts related to the vessels. In
addition, under some charters we may enter into that are related to a newbuilding or conversion, if
our delivery of the newbuilding or converted vessel to our customer is delayed, we may be required
to pay liquidated damages during the delay. For prolonged delays, the customer may terminate the
charter and, in addition to the resulting loss of revenues, we may be responsible for substantial
liquidated damages.
The completion and delivery of newbuildings or vessel conversions could be delayed because of:
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quality or engineering problems, the risk of which may be increased with FPSO units due to
their technical complexity; |
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changes in governmental regulations or maritime self-regulatory organization standards; |
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work stoppages or other labor disturbances at the shipyard; |
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bankruptcy or other financial crisis of the shipbuilder; |
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a backlog of orders at the shipyard; |
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political or economic disturbances; |
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weather interference or catastrophic event, such as a major earthquake or fire; |
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requests for changes to the original vessel specifications; |
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shortages of or delays in the receipt of necessary construction materials, such as steel; |
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inability to finance the construction or conversion of the vessels; or |
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inability to obtain requisite permits or approvals. |
If delivery of a vessel is materially delayed, it could adversely affect our results of operations
and financial condition and our ability to make cash distributions.
Charter rates for conventional oil tankers may fluctuate substantially over time and may be lower
when we are or OPCO is attempting to recharter conventional oil tankers, which could adversely
affect operating results. Any changes in charter rates for shuttle tankers or FSO or FPSO units
could also adversely affect redeployment opportunities for those vessels.
Our ability to recharter OPCOs conventional oil tankers following expiration of existing
time-charter contracts commencing in 2011 and the rates payable upon any renewal or replacement
charters will depend upon, among other things, the state of the conventional tanker market.
Conventional oil tanker trades are highly competitive and have experienced significant fluctuations
in charter rates based on, among other things, oil and vessel demand. For example, an oversupply of
conventional oil tankers can significantly reduce their charter rates. There also exists some
volatility in charter rates for shuttle tankers and FSO and FPSO units.
Over time, the value of our vessels may decline, which could adversely affect our operating
results.
Vessel values for shuttle tankers, conventional oil tankers and FSO and FPSO units can fluctuate
substantially over time due to a number of different factors, including:
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prevailing economic conditions in oil and energy markets; |
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a substantial or extended decline in demand for oil; |
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increases in the supply of vessel capacity; and |
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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. |
If operation of a vessel is not profitable, or if we cannot re-deploy a vessel at attractive rates
upon termination of a time charter or contract of affreightment, rather than continue to incur
costs to maintain and finance the vessel, we may seek to dispose of it. Our inability to dispose of
the vessel at a reasonable value could result in a loss on its sale and adversely affect our
results of operations and financial condition. Further, if we determine at any time that a
vessels future useful life and earnings require us to impair its value on our financial
statements, we may need to recognize a significant charge against our earnings.
We may be unable to make or realize expected benefits from acquisitions, and implementing our
growth strategy through acquisitions may harm our business, financial condition and operating
results.
Our growth strategy includes selectively acquiring existing shuttle tankers and FSO and FPSO units
or businesses that own or operate these types of vessels. Historically, there have been very few
purchases of existing vessels and businesses in the FSO and FPSO segments. Factors that may
contribute to a limited number of acquisition opportunities for FSO units and FPSO units in the
near term include the relatively small number of independent FSO and FPSO fleet owners. In
addition, competition from other companies, many of which have significantly greater financial
resources than do we or Teekay Corporation, could reduce our acquisition opportunities or cause us
to pay higher prices.
Any acquisition of a vessel or business may not be profitable at or after the time of acquisition
and may not generate cash flow sufficient to justify the investment. In addition, our acquisition
growth strategy exposes us to risks that may harm our business, financial condition and operating
results, including risks that we may:
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fail to realize anticipated benefits, such as new customer relationships, cost-savings or
cash flow enhancements; |
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be unable to hire, train or retain qualified shore and seafaring personnel to manage and
operate our growing business and fleet; |
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decrease our liquidity by using a significant portion of available cash or borrowing
capacity to finance acquisitions; |
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significantly increase our interest expense or financial leverage if we incur additional
debt to finance acquisitions; |
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incur or assume unanticipated liabilities, losses or costs associated with the business
or vessels acquired; or |
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incur other significant charges, such as impairment of goodwill or other intangible
assets, asset devaluation or restructuring charges. |
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Unlike newbuildings, existing vessels typically do not carry warranties as to their condition.
While we generally inspect existing vessels prior to purchase, such an inspection would normally
not provide us with as much knowledge of a vessels condition as we would possess if it had been
built for us and operated by us during its life. Repairs and maintenance costs for existing vessels
are difficult to predict and may be substantially higher than for vessels we have operated since
they were built. These costs could decrease our cash flow and reduce our liquidity.
Terrorist attacks, piracy, increased hostilities or war could lead to further economic instability,
increased costs and disruption of business.
Terrorist attacks, and the current conflicts in Iraq and Afghanistan and other current and future
conflicts, may adversely affect our business, operating results, financial condition, and ability
to raise capital and future growth. Continuing hostilities in the Middle East may lead to
additional armed conflicts or to further acts of terrorism and civil disturbance in the United
States or elsewhere, which may contribute further to economic instability and disruption of oil
production and distribution, which could result in reduced demand for our services.
In addition, oil facilities, shipyards, vessels, pipelines and oil fields could be targets of
future terrorist attacks and our vessels could be targets of pirates or hijackers. Any such attacks
could lead to, among other things, bodily injury or loss of life, vessel or other property damage,
increased vessel operational costs, including insurance costs, and the inability to transport oil
to or from certain locations. Terrorist attacks, war, piracy, hijacking or other events beyond our
control that adversely affect the distribution, production or transportation of oil to be shipped
by us could entitle customers to terminate the charters and impact the use of shuttle tankers under
contracts of affreightment, which would harm our cash flow and business.
Our substantial operations outside the United States expose us to political, governmental and
economic instability, which could harm our operations.
Because our operations are primarily conducted outside of the United States, they may be affected
by economic, political and governmental conditions in the countries where we engage in business or
where our vessels are registered. Any disruption caused by these factors could harm our business,
including by reducing the levels of oil exploration, development and production activities in these
areas. We derive some of our revenues from shipping oil from politically unstable regions.
Conflicts in these regions have included attacks on ships and other efforts to disrupt shipping.
Hostilities or other political instability in regions where we operate or where we may operate
could have a material adverse effect on the growth of our business, results of operations and
financial condition and ability to make cash distributions. In addition, tariffs, trade embargoes
and other economic sanctions by the United States or other countries against countries in Southeast
Asia or elsewhere as a result of terrorist attacks, hostilities or otherwise may limit trading
activities with those countries, which could also harm our business and ability to make cash
distributions. Finally, a government could requisition one or more of our vessels, which is most
likely during war or national emergency. Any such requisition would cause a loss of the vessel and
could harm our cash flow and financial results.
Marine transportation is inherently risky, particularly in the extreme conditions in which many of
our vessels operate. An incident involving significant loss of product or environmental
contamination by any of our vessels could harm our reputation and business.
Vessels and their cargoes and oil production facilities we service are at risk of being damaged or
lost because of events such as:
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grounding, capsizing, fire, explosions and collisions; |
Our shuttle tanker fleet primarily operates in the North Sea. Harsh weather conditions in this
region (or other regions in which our vessels operate) may increase the risk of collisions, oil
spills, or mechanical failures.
An accident involving any of our vessels could result in any of the following:
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death or injury to persons, loss of property or damage to the environment and natural
resources; |
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delays in the delivery of cargo; |
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loss of revenues from charters or contracts of affreightment; |
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liabilities or costs to recover any spilled oil or other petroleum products and to
restore the eco-system where the spill occurred; |
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governmental fines, penalties or restrictions on conducting business; |
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higher insurance rates; and |
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damage to our reputation and customer relationships generally. |
Any of these results could have a material adverse effect on our business, financial condition and
operating results. In addition, any damage to, or environmental contamination involving, oil
production facilities serviced could suspend that service and result in loss of revenues.
15
Insurance may be insufficient to cover losses that may occur to our property or result from our
operations.
The operation of shuttle tankers, conventional oil tankers and FSO and FPSO units is inherently
risky. All risks may not be adequately insured against, and any particular claim may not be paid by
insurance. In addition, substantially all of our vessels are not insured against loss of revenues
resulting from vessel off-hire time, based on the cost of this insurance compared to our off-hire
experience. Any significant off-hire time of our vessels could harm our business, operating results
and financial condition. Any claims relating to our operations covered by insurance would be
subject to deductibles, and since it is possible that a large number of claims may be brought, the
aggregate amount of these deductibles could be material. Certain insurance coverage is maintained
through mutual protection and indemnity associations, and as a member of such associations we may
be required to make additional payments over and above budgeted premiums if member claims exceed
association reserves.
We may be unable to procure adequate insurance coverage at commercially reasonable rates in the
future. For example, more stringent environmental regulations have led in the past to increased
costs for, and in the future may result in the lack of availability of, insurance against risks of
environmental damage or pollution. A catastrophic oil spill or marine disaster could exceed the
insurance coverage, which could harm our
business, financial condition and operating results. Any uninsured or underinsured loss could harm
our business and financial condition. In addition, the insurance may be voidable by the insurers as
a result of certain actions, such as vessels failing to maintain certification with applicable
maritime self-regulatory organizations.
Changes in the insurance markets attributable to terrorist attacks may also make certain types of
insurance more difficult to obtain. In addition, the insurance that may be available may be
significantly more expensive than existing coverage.
We may experience operational problems with vessels that reduce revenue and increase costs.
Shuttle tankers are complex and their operation is technically challenging. To the extent we
acquire FPSO units, this complexity and challenge will increase. Marine transportation operations
are subject to mechanical risks and problems. Operational problems may lead to loss of revenue or
higher than anticipated operating expenses or require additional capital expenditures. Any of these
results could harm our business, financial condition and operating results.
The offshore shipping and storage industry is subject to substantial environmental and other
regulations, which may significantly limit operations or increase expenses.
Our operations are affected by extensive and changing international, national and local
environmental protection laws, regulations, treaties and conventions in force in international
waters, the jurisdictional waters of the countries in which our vessels operate, as well as the
countries of our vessels registration, including those governing oil spills, discharges to air and
water, and the handling and disposal of hazardous substances and wastes. Many of these requirements
are designed to reduce the risk of oil spills and other pollution. In addition, we believe that the
heightened environmental, quality and security concerns of insurance underwriters, regulators and
charterers will lead to additional regulatory requirements, including enhanced risk assessment and
security requirements and greater inspection and safety requirements on vessels. We expect to incur
substantial expenses in complying with these laws and regulations, including expenses for vessel
modifications and changes in operating procedures.
These requirements can affect the resale value or useful lives of our vessels, require a reduction
in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased
availability of insurance coverage for environmental matters or result in the denial of access to
certain jurisdictional waters or ports, or detention in, certain ports. Under local, national and
foreign laws, as well as international treaties and conventions, we could incur material
liabilities, including cleanup obligations, in the event that there is a release of petroleum or
other hazardous substances from our vessels or otherwise in connection with our operations. We
could also become subject to personal injury or property damage claims relating to the release of
or exposure to hazardous materials associated with our operations. In addition, failure to comply
with applicable laws and regulations may result in administrative and civil penalties, criminal
sanctions or the suspension or termination of our operations, including, in certain instances,
seizure or detention of our vessels.
The United States Oil Pollution Act of 1990 (or OPA 90), for instance, allows for potentially
unlimited liability for owners, operators and bareboat charterers for oil pollution and related
damages in U.S. waters, which include the U.S. territorial sea and the 200-nautical mile exclusive
economic zone around the United States, without regard to fault of such owners, operators and
bareboat charterers. OPA 90 expressly permits individual states to impose their own liability
regimes with regard to hazardous materials and oil pollution incidents occurring within their
boundaries. Coastal states in the United States have enacted pollution prevention liability and
response laws, many providing for unlimited liability. Similarly, the International Convention on
Civil Liability for Oil Pollution Damage, 1969, as amended, which has been adopted by many
countries outside of the United States, imposes liability for oil pollution in international
waters. In addition, in complying with OPA 90, regulations of the International Maritime
Organization (or IMO), European Union directives and other existing laws and regulations and those
that may be adopted, ship-owners may incur significant additional costs in meeting new maintenance
and inspection requirements, in developing contingency arrangements for potential spills and in
obtaining insurance coverage.
Various jurisdictions and the U.S. Environmental Protection Agency (or EPA) have recently adopted
regulations affecting the management of ballast water to prevent the introduction of non-indigenous
species considered to be invasive. The EPAs new ballast water treatment obligations will increase
the cost of operating our vessels in United States waters.
In addition to international regulations affecting oil tankers generally, countries having
jurisdiction over North Sea areas also impose regulatory requirements applicable to operations in
those areas. Operators of North Sea oil fields impose further requirements. As a result, we must
make significant expenditures for sophisticated equipment, reporting and redundancy systems on our
shuttle tankers. Additional regulations and requirements may be adopted or imposed that could limit
our ability to do business or further increase the cost of doing business in the North Sea or other
regions in which we operate or may operate in the future.
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Exposure to currency exchange rate fluctuations results in fluctuations in cash flows and operating
results.
We currently are paid partly in Norwegian Kroner under some of our time-charters and contracts of
affreightment. In addition, we, OPCO and our and its operating subsidiaries have entered into
services agreements with certain subsidiaries of Teekay Corporation pursuant to which those
subsidiaries provide to us and OPCO administrative services and to our and OPCOs operating
subsidiaries managerial, operational and administrative services. Under the services agreements,
the applicable subsidiaries of Teekay Corporation are paid in U.S. dollars for reasonable direct
and indirect expenses incurred in providing the services. A substantial majority of those expenses
are in Norwegian Kroner. The Teekay Corporation subsidiaries were paid under the services
agreements based on a fixed U.S. Dollar/Norwegian Kroner exchange rate until December 31, 2008. The
exchange rate is no longer fixed under these agreements, which may result in increased payments by
us under the services agreements if the strength of the U.S. Dollar declines relative to the
Norwegian Kroner.
The redeployment risk of FPSO units is high given their lack of alternative uses and significant
costs.
FPSO units are specialized vessels that have very limited alternative uses and high fixed costs. If
we acquire FPSO units and they are not, as a result of contract termination or otherwise, subject
to a long-term profitable contract, we may be required to bid for projects at unattractive rates in
order to reduce our losses relating to the vessels.
Many seafaring employees are covered by collective bargaining agreements and the failure to renew
those agreements or any future labor agreements may disrupt operations and adversely affect our
cash flows.
A significant portion of Teekay Corporations seafarers that crew certain of our vessels and
Norwegian-based onshore operational staff that provide services to us are employed under collective
bargaining agreements. Teekay Corporation may become subject to additional labor agreements in the
future. Teekay Corporation may suffer labor disruptions if relationships deteriorate with the
seafarers or the unions that represent them. The collective bargaining agreements may not prevent
labor disruptions, particularly when the agreements are being renegotiated. Salaries are typically
renegotiated annually or bi-annually for seafarers and annually for onshore operational staff and
higher compensation levels will increase our costs of operations. Although these negotiations have
not caused labor disruptions in the past, any future labor disruptions could harm our operations
and could have a material adverse effect on our business, results of operations and financial
condition and ability to make cash distributions.
Teekay Corporation may be unable to attract and retain qualified, skilled employees or crew
necessary to operate our business, or may have to pay substantially increased costs for its
employees and crew.
Our success depends in large part on Teekay Corporations ability to attract and retain highly
skilled and qualified personnel. In crewing our vessels, we require technically skilled employees
with specialized training who can perform physically demanding work. Competition to attract and
retain qualified crew members is intense. These costs have continued to increase to date in 2009.
If we are not able to increase our rates to compensate for any crew cost increases, our financial
condition and results of operations may be adversely affected. Any inability we experience in the
future to hire, train and retain a sufficient number of qualified employees could impair our
ability to manage, maintain and grow our business.
Teekay Corporation and its affiliates may engage in competition with us.
Teekay Corporation and its affiliates may engage in competition with us. Pursuant to an omnibus
agreement we entered into in connection with our initial public offering, Teekay Corporation,
Teekay LNG Partners L.P. (NYSE: TGP) and their respective controlled affiliates (other than us,
OPCO and its and our subsidiaries) generally have agreed not to engage in, acquire or invest in any
business that owns, operates or charters (a) dynamically-positioned shuttle tankers (other than
those operating in the conventional oil tanker trade under contracts with a remaining duration of
less than three years, excluding extension options), (b) FSO units or (c) FPSO units (collectively
offshore vessels) without the consent of our general partner. The omnibus agreement, however,
allows Teekay Corporation, Teekay LNG Partners L.P. and any of such controlled affiliates to:
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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; |
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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 Corporations 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 |
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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 Corporations 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. |
If we decline the offer to purchase the offshore vessels and time charters described above, Teekay
Corporation or Teekay LNG Partners L.P., as applicable, may own and operate the offshore vessels,
but may not expand that portion of its business.
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In addition, pursuant to the omnibus agreement, Teekay Corporation, Teekay LNG Partners L.P. and
any of their respective controlled affiliates (other than us and our subsidiaries) may:
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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 partners 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; |
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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; |
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provide ship management services relating to owning, operating or chartering offshore
vessels and related time charters and contracts of affreightment; or |
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own a limited partner interest in OPCO or own shares of Teekay Petrojarl ASA (formally
Petrojarl ASA and referred to herein as Petrojarl). |
Teekay Corporation acquired 100% of Petrojarl on July 9, 2008 and is required to offer to us
certain of Petrojarls fleet by July 9, 2009 and to the extent any such joint venture projects
arise, any of Petrojarls interests in joint venture projects with Teekay Corporation.
If there is a change of control of Teekay Corporation or of the general partner of Teekay LNG
Partners L.P., the non-competition provisions of the omnibus agreement may terminate, which
termination could have a material adverse effect on our business, results of operations and
financial condition and our ability to make cash distributions.
Our general partner and its other affiliates own a controlling interest in us and have conflicts of
interest and limited fiduciary duties, which may permit them to favor their own interests to those
of unitholders.
Teekay Corporation indirectly owns the 2.0% general partner interest and a 47.99% limited partner
interest in us and owns and controls our general partner, which controls us. Although our general
partner has a fiduciary duty to manage us in a manner beneficial to us and our unitholders, the
directors and officers of our general partner have a fiduciary duty to manage our general partner
in a manner beneficial to Teekay Corporation. Furthermore, certain directors and officers of our
general partner are directors or officers of affiliates of our general partner. Conflicts of
interest may arise between Teekay Corporation and its affiliates, including our general partner, on
the one hand, and us and our unitholders, on the other hand. As a result of these conflicts, our
general partner may favor its own interests and the interests of its affiliates over the interests
of our unitholders. These conflicts include, among others, the following situations:
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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 Corporations 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; |
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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.; |
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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; |
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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; |
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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; |
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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; |
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our general partner determines which costs incurred by it and its affiliates are
reimbursable by us; |
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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; |
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our general partner intends to limit its liability regarding our contractual and other
obligations; |
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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; |
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our general partner controls the enforcement of obligations owed to us by it and its
affiliates; and |
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our general partner decides whether to retain separate counsel, accountants or others to
perform services for us. |
Although we control OPCO through our ownership of its general partner, OPCOs general partner owes
fiduciary duties to OPCO and OPCOs other partner, Teekay Corporation, which may conflict with the
interests of us and our unitholders.
Conflicts of interest may arise as a result of the relationships between us and our unitholders, on
the one hand, and OPCO, its general partner and its other limited partner, Teekay Corporation, on
the other hand. Teekay Corporation owns a 49.0% limited partner interest in OPCO and controls our
general partner, which appoints the directors of OPCOs general partner. The directors and officers
of OPCOs general partner have fiduciary duties to manage OPCO in a manner beneficial to us, as
such general partners owner. At the same time, OPCOs general partner has a fiduciary duty to
manage OPCO in a manner beneficial to OPCOs limited partners, including Teekay Corporation. The
Board of Directors of our general partner may resolve any such conflict and has broad latitude to
consider the interests of all parties to the conflict. The resolution of these conflicts may not be
in the best interest of us or our unitholders.
18
For example, conflicts of interest may arise in the following situations:
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the allocation of shared overhead expenses to OPCO and us; |
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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; |
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the determination and timing of the amount of cash to be distributed to OPCOs partners
and the amount of cash to be reserved for the future conduct of OPCOs business; |
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the decision as to whether OPCO should make asset or business acquisitions or
dispositions, and on what terms; |
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the determination or the amount and timing of OPCOs capital expenditures; |
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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 |
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any decision we make to engage in business activities independent of, or in competition
with, OPCO. |
The fiduciary duties of the officers and directors of our general partner may conflict with those
of the officers and directors of OPCOs general partner.
Our general partners officers and directors have fiduciary duties to manage our business in a
manner beneficial to us and our partners. However, the Chief Executive Officer and Chief Financial
Officer and all of the non-independent directors of our general partner also serve as executive
officers or directors of OPCOs general partner and of Teekay Corporation and the general partner
of Teekay LNG Partners L.P., and, as a result, have fiduciary duties, among others, to manage the
business of OPCO in a manner beneficial to OPCO and its partners, including Teekay Corporation.
Consequently, these officers and directors may encounter situations in which their fiduciary
obligations to OPCO, Teekay Corporation or Teekay LNG Partners L.P., on one hand, and us, on the
other hand, are in conflict. The resolution of these conflicts may not always be in the best
interest of us or our unitholders.
Tax Risks
In addition to the following risk factors, you should read Item 4E. Taxation of the Partnership
and Item 10. Taxation for a more complete discussion of the expected material U.S. federal and
non-U.S. income tax considerations relating to us and the ownership and disposition of our Common
Units.
U.S. tax authorities could treat us as a passive foreign investment company, which could have
adverse U.S. federal income tax consequences to U.S. holders.
A foreign entity taxed as a corporation for U.S. federal income tax purposes will be treated as a
passive foreign investment company (or PFIC), for U.S. federal income tax purposes if at least
75.0% of its gross income for any taxable year consists of certain types of passive income, or at
least 50.0% of the average value of the entitys assets produce or are held for the production of
those types of passive income. For purposes of these tests, passive income includes dividends,
interest, and gains from the sale or exchange of investment property and rents and royalties other
than rents and royalties that are received from unrelated parties in connection with the active
conduct of a trade or business. For purposes of these tests, income derived from the performance of
services does not constitute passive income. We do not believe that our existing operations would
cause us to be deemed a PFIC with respect to any taxable year, as we treat the gross income we
derive from our time and voyage charters and our contracts of affreightment as services income,
rather than rental income.
There is, however, no direct legal authority under the PFIC rules addressing our method of
operation and, therefore, no assurance can be given that the IRS will accept this position or that
we would not constitute a PFIC for any future taxable year if there were to be changes in our
assets, income or operations. Moreover, a recent decision of the United States Court of Appeals for
the Fifth Circuit in Tidewater Inc. v. United States, No. 08-30268 (5th Cir. Apr. 13, 2009) held
that income derived from certain time chartering activities should be treated as rental income
rather than services income. However, the issues in this case arose under the foreign sales
corporation rules of the U.S. Internal Revenue Code or 1986, as amended (or the Code) and did not
concern the PFIC rules. In addition, the courts ruling was contrary to the position of the U.S.
Internal Revenue Service (or IRS) that the time charter income should be treated as services
income. As a result, it is uncertain whether the principles of the Tidewater decision would be
applicable to our operations. However, if the principles of the Tidewater decision were applicable
to our operations, we likely would be treated as a PFIC.
If the IRS were to find that we are or have been a PFIC for any taxable year, U.S. unitholders will
face adverse U.S. federal income tax consequences. Under the PFIC rules, unless those unitholders
make certain elections available under the Code, such unitholders would be taxable at ordinary
income tax rates rather than the preferential 15.0% tax rate on our dividends, and would be liable
to pay tax at ordinary income tax rates plus interest upon certain distributions and upon any gain
from the disposition of our common units, as if such distribution or gain had been recognized
ratably over the unitholders holding period. Please read Item 10. Additional InformationMaterial
U.S. Federal Income Tax ConsiderationsU.S. Federal Income Taxation of U.S. HoldersConsequences of
Possible PFIC Classification.
The preferential tax rates applicable to qualified dividend income are temporary, and the absence
of legislation extending the term would cause our dividends to be taxed at ordinary graduated tax
rates.
Certain of our distributions may be treated as qualified dividend income eligible for preferential
rates of U.S. federal income tax to U.S. individual unitholders (and certain other U.S.
unitholders). In the absence of legislation extending the term for these preferential tax rates or
providing for some other treatment, all dividends received by such U.S. taxpayers in tax years
beginning on January 1, 2011 or later will be taxed at ordinary graduated tax rates. Please read
Item 10. Additional InformationMaterial U.S. Federal Income Tax ConsiderationsU.S. Federal
Income Taxation of U.S. HoldersDistributions.
19
We may be subject to taxes, which reduces our Cash Available for Distribution to you.
As a result of an offering of our common units in 2008, Teekay Corporation indirectly owns less
than 50.0% of our outstanding units and, depending upon the valuation of the general partner
interest Teekay Corporation indirectly owns in us, may own 50.0% or less of the value of us. In
the event Teekay Corporation does not indirectly own more than 50.0% of the value of our
outstanding equity interests for more than half of the days in a given year, we generally will not
satisfy the requirements of the exemption from U.S. taxation under Section 883 of the Code for such
year and our U.S. source income will be subject to taxation under Section 887 of the Code. The
amount of such tax will depend upon the amount of income we earn from voyages into or out of the
United States, which is not within our complete control. Please read Item 4E. Taxation of the
PartnershipUnited States TaxationThe Section 883 Exemption.
Item 4. Information on the Partnership
A. Overview, History and Development
Overview and History
We are an international provider of marine transportation and storage services to the offshore oil
industry. We were formed as a Marshall Islands limited partnership in August 2006 by Teekay
Corporation (NYSE: TK), a leading provider of marine services to the global oil and natural gas
industries, to further develop its operations in the offshore market. We plan to leverage the
expertise, relationships and reputation of Teekay
Corporation and our controlled affiliates to pursue growth opportunities in this market. As of June
1, 2009, Teekay Corporation, which owns and controls our general partner, owned a 47.99% limited
partner interest in us.
We currently own a 50.99% interest in Teekay Offshore Operating L.P. (or OPCO) and control its
general partner; Teekay Corporation owns a 49% interest in OPCO. OPCO owns and operates the worlds
largest fleet of shuttle tankers, in addition to floating storage and offtake (or FSO) units and
double-hull conventional oil tankers. We acquired from Teekay Corporation an initial ownership
interest in connection with our initial public offering in December 2006. In June 2008 we acquired
from Teekay Corporation an additional 25% limited partner interest in OPCO.
In March 2008, we acquired directly from Teekay Corporation two conventional tanker units, the SPT
Explorer and SPT Navigator, which operate under 10-year fixed-rate, time-charters to Skaugen Petro
Trans Inc., Teekay Corporations 50%-owned joint venture (or Skaugen PetroTrans).
As of June 1, 2009, our fleet consisted of:
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Shuttle Tankers. Our shuttle tanker fleet consists of 37 vessels that operate under
fixed-rate contracts of affreightment, time charters and bareboat charters. Of the 37
shuttle tankers, 25 are owned by OPCO (including 5 through 50% owned subsidiaries), 10 are
chartered-in by OPCO and 2 are owned by us (including one through a 50% owned subsidiary).
All of these shuttle tankers provide transportation services to energy companies, primarily
in the North Sea and Brazil. 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 June 1, 2009, our shuttle tankers, which had a total cargo
capacity of approximately 4.5 million deadweight tonnes (or dwt), represented approximately
57% of the total tonnage of the world shuttle tanker fleet. |
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Conventional Tankers. OPCO has a fleet of 11 Aframax conventional crude oil tankers, 9 of
which operate under fixed-rate time charters with Teekay Corporation. The remaining 2
vessels, which have additional equipment for lightering, operate under fixed-rate bareboat
charters with Skaugen PetroTrans,. The average remaining term on these contracts is
approximately 7 years. As of June 1, 2009, our conventional tankers had a total cargo
capacity of approximately 1.1 million dwt. |
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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 June 1,
2009, our FSO units had a total cargo capacity of approximately 0.6 million dwt. |
We were formed under the laws of the Republic of The Marshall Islands as Teekay Offshore Partners
L.P. and maintain our principal executive headquarters at 4th Floor, Belvedere Building,
69 Pitts Bay Road, Hamilton, HM 08, Bermuda. Our telephone number at such address is (441)
298-2530. Our principal operating office is located at Suite 2000, Bentall 5, 550 Burrard Street,
Vancouver, British Columbia, Canada, V6C 2K2. Our telephone number at such address is (604)
683-3529.
Potential Additional Shuttle Tanker, FSO and FPSO Projects
Pursuant to an omnibus agreement we entered into in connection with our initial public offering in
2006, Teekay Corporation is obligated to offer us certain shuttle tankers, FSO units, and FPSO
units it may acquire in the future, provided the vessels are servicing contracts in excess of three
years in length.
Teekay Corporation has ordered four Aframax shuttle tanker newbuildings, which are scheduled to
deliver in 2010 and 2011, for a total delivered cost of approximately $463.3 million. It is
anticipated that these vessels will be offered to us and will be used to service either new
long-term, fixed-rate contracts Teekay Corporation may be awarded prior to delivery of the vessels
or OPCOs contracts-of-affreightment in the North Sea.
The omnibus agreement also obligates Teekay Corporation to offer to us (a) its interest in certain
future FPSO and FSO projects it may undertake through its 50%-owned joint venture with Teekay
Petrojarl ASA (or Teekay Petrojarl) and (b) prior to July 9, 2009, existing FPSO units of Teekay
Petrojarl that are servicing contracts in excess of three years in length. Please see Item 7
Major Unitholders and Related Party Transactions.
20
B. Business Overview
Shuttle Tanker Segment
A shuttle tanker is a specialized ship designed to transport crude oil and condensates from
offshore oil field installations to onshore terminals and refineries. Shuttle tankers are equipped
with sophisticated loading systems and dynamic positioning systems that allow the vessels to load
cargo safely and reliably from oil field installations, even in harsh weather conditions. Shuttle
tankers were developed in the North Sea as an alternative to pipelines. The first cargo from an
offshore field in the North Sea was shipped in 1977, and the first dynamically-positioned shuttle
tankers were introduced in the early 1980s. Shuttle tankers are often described as floating
pipelines because these vessels typically shuttle oil from offshore installations to onshore
facilities in much the same way a pipeline would transport oil along the ocean floor.
Our shuttle tankers are primarily subject to long-term, fixed-rate time-charter contracts for a
specific offshore oil field or under contracts of affreightment for various fields. The number of
voyages performed under these contracts of affreightment normally depends upon the oil production
of each field. Competition for charters is based primarily upon price, availability, the size,
technical sophistication, age and condition of the vessel and the reputation of the vessels
manager. Technical sophistication of the vessel is especially important in harsh operating
environments such as the North Sea. Although the size of the world shuttle tanker fleet has been
relatively unchanged in recent years, conventional tankers could be converted into shuttle tankers
by adding specialized equipment to meet customer requirements. Shuttle tanker demand may also be
affected by the possible substitution of sub-sea pipelines to transport oil from offshore
production platforms.
As of June 1, 2009, there were approximately 75 vessels in the world shuttle tanker fleet
(including newbuildings), the majority of which operate in the North Sea. Shuttle tankers also
operate in Brazil, Canada, Russia and Australia. As of June 1, 2009, we owned 27 shuttle tankers
and chartered-in an additional 8 shuttle tankers. Other shuttle tanker owners in the North Sea
include Knutsen OAS Shipping AS, JJ Ugland Group, Mowinckel, Chevron and ConocoPhillips, which as
of June 1, 2009 controlled fleets of 1 to 10 shuttle tankers each. We believe that we have
significant competitive advantages in the shuttle tanker market as a result of the quality, type
and dimensions of our vessels combined with our market share in the North Sea.
The following tables provide additional information about our shuttle tankers as of June 1, 2009:
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Capacity |
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Positioning |
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Operating |
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Remaining |
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Vessel |
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(dwt) |
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Built |
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Ownership |
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system |
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Region |
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Contract Type (1) |
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Charterer |
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Term |
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Navion Hispania |
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126,700 |
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1999 |
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100% |
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DP2 |
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North Sea |
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CoA |
|
StatoilHydro, |
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Navion Oceania |
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|
126,300 |
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1999 |
|
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100% |
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DP2 |
|
North Sea |
|
CoA |
Chevron, Hess, |
|
|
|
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Navion Anglia |
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|
126,300 |
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1999 |
|
|
100% |
|
DP2 |
|
North Sea |
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CoA |
Marathon Oil, |
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Navion Scandia |
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|
126,700 |
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1998 |
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100% |
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DP2 |
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North Sea |
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CoA |
ExxonMobil, |
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Navion Britannia (2) |
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124,200 |
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1998 |
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100% |
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DP2 |
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North Sea |
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CoA |
ENI, MTDA, |
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Navion Norvegia (2) |
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130,600 |
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1995 |
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100% |
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DP |
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North Sea |
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CoA |
Draugen Transport, |
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Navion Europa (2) |
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130,300 |
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1995 |
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100% |
|
DP |
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North Sea |
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CoA |
BP, ConocoPhillips, |
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Navion Fennia (2) |
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95,200 |
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1992 |
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100% |
|
DP |
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North Sea |
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CoA |
Shell, Total, |
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Grena |
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148,000 |
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2003 |
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In-chartered (until 2013) (3) |
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DP2 |
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North Sea |
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CoA |
Talisman, Nexen, |
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Navion Oslo |
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100,300 |
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2001 |
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100% |
|
DP2 |
|
North Sea |
|
CoA |
DONG, Petrofac, |
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Nordic Torinita |
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106,800 |
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1992 |
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|
100% |
|
DP2 |
|
North Sea |
|
CoA |
Idemitsu and |
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|
Sallie Knutsen |
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153,600 |
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1999 |
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In-chartered (until 2015) |
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DP2 |
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North Sea |
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CoA |
Lundin (6) |
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Karen Knutsen |
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153,600 |
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1999 |
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In-chartered (until 2013) |
|
DP2 |
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North Sea |
|
CoA |
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Elisabeth Knutsen |
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124,700 |
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1997 |
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In-chartered (until 2009) |
|
DP2 |
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North Sea |
|
CoA |
Majority of |
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Aberdeen |
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87,000 |
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1996 |
|
|
In-chartered (until 2009) |
|
DP |
|
North Sea |
|
CoA |
volumes are |
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|
Randgrid (2) |
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124,500 |
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1995 |
|
|
In-chartered (until 2014) (4) |
|
DP |
|
North Sea |
|
CoA |
life-of-field |
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|
|
|
Tordis Knutsen |
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|
123,800 |
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1993 |
|
|
In-chartered (unit 2010) |
|
DP |
|
North Sea |
|
CoA |
|
|
|
|
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Navion Akarita |
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107,200 |
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1991 |
|
|
Lease (until 2012) (5) |
|
DP |
|
North Sea |
|
CoA |
|
|
|
|
|
Stena Sirita |
|
|
127,400 |
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|
|
1999 |
|
|
50% (7) |
|
DP2 |
|
North Sea |
|
Time charter |
ExxonMobil (8) |
|
1.5 years |
Navion Clipper |
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|
78,200 |
|
|
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1993 |
|
|
100% |
|
DP |
|
Brazil |
|
Time charter |
|
Petrobras |
|
1 years |
Nordic Marita |
|
|
103,900 |
|
|
|
1999 |
|
|
100% |
|
DP |
|
Brazil |
|
Time charter |
|
Petrobras |
|
1.5 years |
Stena Natalita |
|
|
108,000 |
|
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2001 |
|
|
50% (7) |
|
DP2 |
|
North Sea |
|
Time charter |
|
ExxonMobil (8) |
|
1.5 years |
Stena Alexita |
|
|
127,400 |
|
|
|
1998 |
|
|
50% (7) |
|
DP2 |
|
North Sea |
|
Time charter |
|
ExxonMobil (8) |
|
1 year |
Nordic Svenita |
|
|
106,500 |
|
|
|
1997 |
|
|
100% |
|
DP |
|
Brazil |
|
Time charter |
|
Petrobras |
|
0.3 year |
Nordic Savonita |
|
|
108,100 |
|
|
|
1992 |
|
|
100% |
|
DP |
|
Brazil |
|
Time charter |
|
Petrobras |
|
1.5 year |
Basker Spirit |
|
|
97,000 |
|
|
|
1992 |
|
|
100% |
|
DP |
|
Australia |
|
Time charter |
|
RocOil (8) |
|
1.5 year |
Navion Stavanger |
|
|
147,500 |
|
|
|
2003 |
|
|
100% |
|
DP2 |
|
Brazil |
|
Bareboat |
|
Petrobras (9) |
|
10 years |
Nordic Spirit |
|
|
151,300 |
|
|
|
2001 |
|
|
100% |
|
DP |
|
Brazil |
|
Bareboat |
|
Petrobras (9) |
|
9 years |
Stena Spirit |
|
|
151,300 |
|
|
|
2001 |
|
|
50% (7) |
|
DP |
|
Brazil |
|
Bareboat |
|
Petrobras (9) |
|
9 years |
Nordic Brasilia |
|
|
151,300 |
|
|
|
2004 |
|
|
100% |
|
DP |
|
Brazil |
|
Bareboat |
|
Petrobras (9) |
|
9 years |
Nordic Rio |
|
|
151,300 |
|
|
|
2004 |
|
|
50% (7) |
|
DP |
|
Brazil |
|
Bareboat |
|
Petrobras (9) |
|
9 years |
Navion Bergen |
|
|
105,600 |
|
|
|
2000 |
|
|
100% |
|
DP2 |
|
Brazil |
|
Bareboat |
|
Petrobras (9) |
|
12 years |
Navion Gothenburg |
|
|
152,200 |
|
|
|
2006 |
|
|
50% (7) |
|
DP2 |
|
Brazil |
|
Bareboat |
|
Petrobras (9) |
|
13 years |
Petroatlantic |
|
|
92,900 |
|
|
|
2003 |
|
|
100% |
|
DP2 |
|
North Sea |
|
Bareboat |
|
Petrojarl/BP (9) |
|
1 year |
Petronordic |
|
|
92,900 |
|
|
|
2002 |
|
|
100% |
|
DP2 |
|
North Sea |
|
Bareboat |
|
Petrojarl/BP (9) |
|
1 year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capacity |
|
|
4,268,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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% owned subsidiary. The parties share in the profits and losses of the
subsidiary in proportion to each partys 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. |
21
On the Norwegian continental shelf, regulations have been imposed on the operators of offshore
fields related to vaporized crude oil that is formed and emitted during loading operations and
which is commonly referred to as VOC. To assist the oil companies in their efforts to meet the
regulations on VOC emissions from shuttle tankers, OPCO and Teekay Corporation have played an
active role in establishing a unique co-operation among all of the approximately 26 owners of
offshore fields in the Norwegian sector. The purpose of the co-operation is to implement VOC
recovery systems on selected shuttle tankers and to ensure a high degree of VOC recovery at a
minimum cost followed by joint reporting to the authorities. Currently, there are 12 VOC plants
installed aboard shuttle tankers operated or owned by OPCO. The oil companies that participate in
the co-operation have engaged OPCO to undertake the day-to-day administration, technical follow-up
and handling of payments through a dedicated clearing house function.
During 2008, approximately 74% of our net voyage revenues from continuing operations were earned by
the vessels in the shuttle tanker segment, compared to approximately 75% in 2007 and 82% in 2006.
Please read Item 5 Operating and Financial Review and Prospects: Results of Operations.
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.
Conventional Tanker Segment
Conventional oil tankers are used primarily for transcontinental seaborne transportation of oil.
Conventional oil tankers are operated by both major oil companies (including state-owned companies)
that generally operate captive fleets, and independent operators that charter out their vessels for
voyage or time charter use. Most conventional oil tankers controlled by independent fleet operators
are hired for one or a few voyages at a time at fluctuating market rates based on the existing
tanker supply and demand. These charter rates are extremely sensitive to this balance of supply and
demand, and small changes in tanker utilization have historically led to relatively large changes
in short-term rates. Long-term, fixed-rate charters for crude oil transportation, such as those
applicable to OPCOs conventional tanker fleet, are less typical in the industry. As used in this
discussion, conventional oil tankers exclude those vessels that can carry dry bulk and ore,
tankers that currently are used for storage purposes and shuttle tankers.
Oil tanker demand is a function of several factors, including the location of oil production,
refining and consumption and world oil demand and supply. Tanker demand is based on the amount of
crude oil transported in tankers and the distance over which the oil is transported. The distance
over which oil is transported is determined by seaborne trading and distribution patterns, which
are principally influenced by the relative advantages of the various sources of production and
locations of consumption.
The majority of crude oil tankers ranges in size from approximately 80,000 to approximately 320,000
dwt. Aframax tankers are the mid-size of the various primary oil tanker types, typically sized from
80,000 to 119,999 dwt. As of June 1, 2009, the world Aframax tanker fleet consisted of
approximately 804 vessels, of which 613 crude tankers and 191 coated tankers are termed
conventional tankers. As of June 1, 2009, there were approximately 200 conventional Aframax
newbuildings on order for delivery through 2011. Delivery of a vessel typically occurs within three
to four years after ordering.
As of June 1, 2009, our Aframax conventional crude oil tankers had an average age of approximately
10.8 years, compared to the average age of 8.8 years for the world Aframax conventional tanker
fleet. New Aframax tankers generally are expected to have a lifespan of approximately 25 to
30 years, based on estimated hull fatigue life. However, United States and international
regulations require the phase-out of double-hulled vessels by 25 years. All of our Aframax tankers
are double-hulled.
We do not expect to compete for deployment of any of our Aframax vessels until the first charter is
scheduled to end in December 2011. The shuttle tankers in OPCOs contract of affreightment fleet
may operate in the conventional spot market during downtime or maintenance periods for oil field
installations or otherwise, which provides greater capacity utilization for the fleet.
The following table provides additional information about our conventional tankers as of June 1,
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capacity |
|
|
|
|
|
|
|
|
|
|
Contract |
|
|
|
|
|
|
Remaining |
|
Vessel |
|
(dwt) |
|
|
Built |
|
|
Ownership |
|
|
Type |
|
|
Charterer |
|
|
Term |
|
SPT Explorer (1) |
|
|
106,000 |
|
|
|
2008 |
|
|
|
100 |
% |
|
Bareboat |
|
Skaugen PT |
|
10 years |
SPT Navigator (1) |
|
|
106,000 |
|
|
|
2008 |
|
|
|
100 |
% |
|
Bareboat |
|
Skaugen PT |
|
10 years |
Kilimanjaro Spirit (2) |
|
|
115,000 |
|
|
|
2004 |
|
|
|
100 |
% |
|
Time charter |
|
Teekay |
|
10 years |
Fuji Spirit (2) |
|
|
106,300 |
|
|
|
2003 |
|
|
|
100 |
% |
|
Time charter |
|
Teekay |
|
10 years |
Hamane Spirit (2) |
|
|
105,200 |
|
|
|
1997 |
|
|
|
100 |
% |
|
Time charter |
|
Teekay |
|
7 years |
Poul Spirit (2) |
|
|
105,300 |
|
|
|
1995 |
|
|
|
100 |
% |
|
Time charter |
|
Teekay |
|
6 years |
Gotland Spirit (2) |
|
|
95,300 |
|
|
|
1995 |
|
|
|
100 |
% |
|
Time charter |
|
Teekay |
|
6 years |
Torben Spirit (2) |
|
|
98,600 |
|
|
|
1994 |
|
|
|
100 |
% |
|
Time charter |
|
Teekay |
|
4 years |
Scotia Spirit (3) |
|
|
95,000 |
|
|
|
1992 |
|
|
|
100 |
% |
|
Time charter |
|
Teekay |
|
3 years |
Leyte Spirit (2) |
|
|
98,700 |
|
|
|
1992 |
|
|
|
100 |
% |
|
Time charter |
|
Teekay |
|
3 years |
Luzon Spirit (2) |
|
|
98,600 |
|
|
|
1992 |
|
|
|
100 |
% |
|
Time charter |
|
Teekay |
|
3 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capacity |
|
|
1,130,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Charterer has options to extend each bareboat charter for periods of two years, two years and
one year for a total of five years after the initial term. |
|
(2) |
|
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. |
|
(3) |
|
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. |
22
During 2008, approximately 15% of our net voyage revenues from continuing operations were earned by
the vessels in the conventional tanker segment, compared to approximately 16% in 2007 and 12% in
2006. Please read Item 5 Operating and Financial Review and Prospects: Results of Operations.
FSO Segment
FSO units provide on-site storage for oil field installations that have no storage facilities or
that require supplemental storage. An FSO unit is generally used in combination with a jacked-up
fixed production system, floating production systems that do not have sufficient storage facilities
or as supplemental storage for fixed platform systems, which generally have some on-board storage
capacity. An FSO unit is usually of similar design to a conventional tanker, but has specialized
loading and offtake systems required by field operators or regulators. FSO units are moored to the
seabed at a safe distance from a field installation and receive the cargo from the production
facility via a dedicated loading system. An FSO unit is also equipped with an export system that
transfers cargo to shuttle or conventional tankers. Depending on the selected mooring arrangement
and where they are located, FSO units may or may not have any propulsion systems. FSO units are usually
conversions of older single-hull conventional oil tankers. These conversions, which include
installation of a loading and offtake system and hull refurbishment, can generally extend the
lifespan of a vessel as an FSO unit by up to 20 years over the normal conventional tanker lifespan
of 25 years.
Our FSO units are generally placed on long-term, fixed-rate time charters or bareboat charters as
an integrated part of the field development plan, which provides more stable cash flow to us.
As of June 1, 2009, there were approximately 88 FSO units operating and 6 FSO units on order in the
world fleet, and we had 5 FSO units. The major markets for FSO units are Asia, the Middle East,
West Africa, South America and the North Sea. Our primary competitors in the FSO market are
conventional tanker owners, who have access to tankers available for conversion, and oil field
services companies and oil field engineering and construction companies who compete in the floating
production system market. Competition in the FSO market is primarily based on price, expertise in
FSO operations, management of FSO conversions and relationships with shipyards, as well as the
ability to access vessels for conversion that meet customer specifications.
The following table provides additional information about our FSO units as of June 1, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capacity |
|
|
|
|
|
|
|
|
|
|
Field name and |
|
|
|
|
|
Remaining |
|
Vessel |
|
(dwt) |
|
|
Built |
|
|
Ownership |
|
|
location |
|
Contract Type |
|
Charterer |
|
Term |
|
Pattani Spirit |
|
|
113,800 |
|
|
|
1988 |
|
|
|
100 |
% |
|
Platong, Thailand |
|
Bareboat |
|
Teekay |
|
5 years (1) |
Nordic Apollo |
|
|
129,000 |
|
|
|
1978 |
|
|
|
89 |
% |
|
Banff, U.K. |
|
Bareboat |
|
Teekay |
|
6 years (2) |
Navion Saga |
|
|
149,000 |
|
|
|
1991 |
|
|
|
100 |
% |
|
Volve, Norway |
|
Time charter |
|
StatoilHydro |
|
1 years (3) |
Karratha Spirit |
|
|
106,600 |
|
|
|
1988 |
|
|
|
100 |
% |
|
Legendre, Australia |
|
Time charter |
|
Apache |
|
2 years (3) |
Dampier Spirit |
|
|
106,700 |
|
|
|
1987 |
|
|
|
100 |
% |
|
Stag, Australia |
|
Time charter |
|
Apache |
|
5 years (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capacity |
|
|
605,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This vessel is on a back-to-back charter between Teekay and Unocol for a remaining term of
five 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. |
During 2008 approximately 10% of our net voyage revenues from continuing operations were earned by
the vessels in the FSO segment, compared to 9% in 2007 and 6% in 2006. Please read Item 5 -
Operating and Financial Review and Prospects: Results of Operations.
Business Strategies
Our primary business objective is to increase distributions per unit by executing the
following strategies:
|
|
|
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 Corporations ownership
of Petrojarl will enable us to competitively pursue FPSO projects anywhere in the world by
combining Petrojarls engineering and operational expertise with Teekay Corporations global
marketing organization and extensive customer and shipyard relationships. |
23
|
|
|
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
OPCOs and Teekay Corporations 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. |
Customers
We provide marine transportation and storage services to energy and oil service companies or their
affiliates. Our most important customer measured by annual voyage revenue excluding Teekay
Corporation, is StatoilHydro ASA, which is Norways largest energy company and one of the worlds
largest producers of crude oil. StatoilHydro created the shuttle tanker industry beginning in the
late 1970s and developed the current operating model in the North Sea. StatoilHydro chose Teekay
Corporation to purchase its shuttle tanker operations in 2003, and Teekay Corporation and we
continue to have a close working relationship with StatoilHydro.
StatoilHydro, Teekay Corporation and Petrobras Transporte S.A. accounted for approximately 37%, 21%
and 13%, respectively, of our consolidated voyage revenues from continuing operations during the
year ended December 31, 2008. StatoilHydro, Teekay Corporation and Petrobras
Transporte S.A. accounted for approximately 39%, 20% and 13%, respectively, of our consolidated
voyage revenues from continuing operations during 2007. Teekay Corporation and StatoilHydro ASA
accounted for approximately 12% and 30%, respectively, of consolidated voyage revenues from
continuing operations during 2006. No other customer accounted for 10% or more of revenues during
any of these periods.
Safety, Management of Ship Operations and Administration
Safety and environmental compliance are our top operational priorities. We operate our vessels in a
manner intended to protect the safety and health of our employees, the general public and the
environment. We seek to manage the risks inherent in our business and are committed to eliminating
incidents that threaten the safety and integrity of our vessels. In 2007 Teekay Corporation
introduced a behavior-based safety program called Safety in Action to improve the safety culture
in our fleet. We are also committed to reducing our emissions and waste generation. In 2008, we
introduced the Quality Assurance and Training Officers (or QATO) Program to conduct rigorous
internal audits of our processes and provide our seafarers with onboard training.
Key performance indicators facilitate regular monitoring of our operational performance. Targets
are set on an annual basis to drive continuous improvement, and indicators are reviewed monthly to
determine if remedial action is necessary to reach the targets.
Teekay Corporation, through certain of its subsidiaries, assists our operating subsidiaries in
managing their ship operations. Det Norske Veritas, the Norwegian classification society, has
approved Teekay Corporations safety management system as complying with the International Safety
Management Code (or ISM Code), the International Standards Organizations (or ISO) 9001 for Quality
Assurance, ISO 14001 for Environment Management Systems, and Occupational Health and Safety
Advisory Services (or OHSAS) 18001, and this system has been implemented on all our ships.
Australias flag administration has approved this safety management system for our
Australian-flagged vessel. As part of Teekay Corporations ISM Code compliance, all the vessels
safety management certificates are being maintained through ongoing internal audits performed by
Teekay Corporations certified internal auditors and intermediate external audits performed by Det
Norske Veritas and Australias flag administration. Subject to satisfactory completion of these
internal and external audits, certification is valid for five years.
Teekay Corporation provides, through certain of its subsidiaries, expertise in various functions
critical to the operations of our operating subsidiaries. We believe this arrangement affords a
safe, efficient and cost-effective operation. Teekay subsidiaries also provide to us access to
human resources, financial and other administrative functions pursuant to administrative services
agreements.
Critical ship management functions that certain subsidiaries of Teekay Corporation provide to our
operating subsidiaries through the Teekay Marine Services division located in various offices
around the world include:
|
|
|
financial management services. |
These functions are supported by onboard and onshore systems for maintenance, inventory, purchasing
and budget management.
In addition, Teekay Corporations day-to-day focus on cost control is applied to our operations. In
2003, Teekay Corporation and two other shipping companies established a purchasing alliance, Teekay
Bergesen Worldwide, which leverages the purchasing power of the combined fleets, mainly in such
commodity areas as lube oils, paints and other chemicals. Through our arrangements with Teekay
Corporation, we benefit from this purchasing alliance.
We believe that the generally uniform design of some of our existing and newbuilding vessels and
the adoption of common equipment standards provides operational efficiencies, including with
respect to crew training and vessel management, equipment operation and repair, and spare parts
ordering.
24
Risk of Loss, Insurance and Risk Management
The operation of any ocean-going vessel carries an inherent risk of catastrophic marine disasters,
death or injury of persons and property losses caused by adverse weather conditions, mechanical
failures, human error, war, terrorism, piracy and other circumstances or events. The occurrence of
any of these events may result in loss of revenues or increased costs.
We carry hull and machinery (marine and war risks) and protection and indemnity insurance coverage
to protect against most of the accident-related risks involved in the conduct of our business. Hull
and machinery insurance covers loss of or damage to a vessel due to marine perils such as
collisions, grounding and weather. Protection and indemnity insurance indemnifies against other
liabilities incurred while operating vessels, including injury to the crew, third parties, cargo
loss and pollution. The current available amount of our coverage for pollution is $1 billion per
vessel per incident. We also carry insurance policies covering war risks (including piracy and
terrorism).
Under bareboat charters, the customer is responsible to insure the vessel. We believe that current
insurance coverage is adequate to protect against most of the accident-related risks involved in
the conduct of our business and that we maintain appropriate levels of environmental damage and
pollution coverage. However, we cannot assure that all covered risks are adequately insured
against, that any particular claim will be paid or that we will be able to procure adequate
insurance coverage at commercially reasonable rates in the future. More stringent environmental
regulations at times in the past have resulted in increased costs for, and may result in the lack
of availability of, insurance against the risks of environmental damage or pollution. Substantially
all of our vessels are not insured against loss of revenues resulting from vessel off-hire time,
based on the cost of this insurance compared to our off-hire experience.
We use in our operations Teekay Corporations thorough risk management program that includes, among
other things, computer-aided risk analysis tools, maintenance and assessment programs, a seafarers
competence training program, seafarers workshops and membership in emergency response
organizations.
Classification, Audits and Inspections
All of our shuttle tankers and conventional oil tankers have been classed by one of the major
classification societies: Det Norske Veritas, Lloyds Register of Shipping or the American Bureau
of Shipping. Although FSO and FPSO units are not required to be classed, each of our FSO units
has been inspected and certified as such. The classification society certifies that the vessel has
been built and maintained in accordance with its rules and complies with applicable rules and
regulations of the country of registry, although for some vessels this latter certification is
obtained directly from the relevant flag state authorities. Each vessel is inspected by a
classification society surveyor annually, with either the second or third annual inspection being a
more detailed survey (an Intermediate Survey) and the fifth annual inspection being the most
comprehensive survey (a Special Survey). The inspection cycle resumes after each Special Survey.
Vessels may be required to be drydocked at each Intermediate and Special Survey for inspection of
the underwater area and fittings. However, many of our vessels have qualified with their respective
classification societies for drydocking every five years and are no longer subject to the
Intermediate Survey drydocking process. To qualify, the resiliency of the underwater coatings of
each vessel was enhanced and the hull was marked to accommodate underwater inspections by divers.
In addition to classification inspections:
|
|
|
the vessels flag state, or the vessels 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. |
In addition to third-party audits and inspections, our seafarers regularly inspect their vessels
and perform much of the necessary routine maintenance. Shore-based operational and technical
specialists also inspect the vessels at least twice a year for conformity with established
criteria. Upon completion of each inspection, recommendations are made for improving the overall
condition of the vessel and its maintenance, safety and crew welfare. All recommendations are
monitored until they are completed. The objective of these inspections are to:
|
|
|
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 vessels appearance will support our brand and meet customer expectations. |
To achieve the vessel structural integrity objective, we use a comprehensive Structural Integrity
Management System developed by Teekay Corporation. This system is designed to monitor the
condition of the vessels closely and to ensure that structural strength and integrity are
maintained throughout a vessels life.
Teekay Corporation, which assists us in managing our ship operations through its subsidiaries, has
obtained approval for its safety management system as being in compliance with the ISM Code. Our
safety management system has also been certified as being compliant with ISO 9001, ISO 14001 and
OSHAS 18001 standards. To maintain compliance, the system is audited regularly by either the
vessels flag state or, when nominated by the flag state, a classification society. Certification
is valid for five years subject to satisfactorily completing internal and external audits.
25
Regulations
General
Our business and the operation of our vessels are significantly affected by international
conventions and national, state and local laws and regulations in the jurisdictions in which our
vessels operate, as well as in the country or countries of their registration. Because these
conventions, laws and regulations change frequently, we cannot predict the ultimate cost of
compliance or their impact on the resale price or useful life of the vessels. Additional
conventions, laws and regulations may be adopted that could limit our ability to do business or
increase the cost of doing business and that may materially adversely affect operations. We are
required by various governmental and quasi-governmental agencies to obtain permits, licenses and
certificates with respect to our operations. Subject to the discussion below and to the fact that
the kinds of permits, licenses and certificates required for the operations of the vessels we own
will depend on a number of factors, we believe that we will be able to continue to obtain all
permits, licenses and certificates material to the conduct of operations.
We believe that the heightened environmental and quality concerns of insurance underwriters,
regulators and charterers will generally lead to greater inspection and safety requirements on all
vessels in the oil tanker markets and will accelerate the scrapping of older vessels throughout
these markets.
Regulation International Maritime Organization (or IMO)
The IMO is the United Nations agency for maritime safety. IMO regulations include the
International Convention for Safety of Life at Sea (or SOLAS), including amendments to SOLAS
implementing the International Security Code for Ports and Ships (or ISPS), the ISM Code, the
International Convention on Prevention of Pollution from Ships (or the MARPOL Convention), the
International Convention on Civil Liability for Oil Pollution Damage of 1969, the International
Convention on Load Lines of 1966. The IMO Marine Safety Committee has also published guidelines for
vessels with dynamic positioning (DP) systems, which would apply to shuttle tankers and DP-assisted
FSO units and FPSO units. SOLAS provides
rules for the construction of and equipment required for commercial vessels and includes
regulations for safe operation. Flag states which have ratified the convention and the treaty
generally employ the classification societies, which have incorporated SOLAS requirements into
their class rules, to undertake surveys to confirm compliance.
SOLAS and other IMO regulations concerning safety, including those relating to treaties on training
of shipboard personnel, lifesaving appliances, radio equipment and the global maritime distress and
safety system, are applicable to our operations. Non-compliance with IMO regulations, including
SOLAS, the ISM Code, ISPS and the specific requirements for shuttle tankers, FSO units and FPSO
units under the NPD (Norway) and HSE (United Kingdom) regulations, may subject us to increased
liability or penalties, may lead to decreases in available insurance coverage for affected vessels
and may result in the denial of access to or detention in some ports. For example, the Coast Guard
and European Union authorities have indicated that vessels not in compliance with the ISM Code will
be prohibited from trading in U.S. and European Union ports.
The ISM Code requires vessel operators to obtain a safety management certification for each vessel
they manage, evidencing the shipowners compliance with requirements of the ISM Code relating to
the development and maintenance of an extensive Safety Management System. Such a system includes,
among other things, the adoption of a safety and environmental protection policy setting forth
instructions and procedures for safe operation and describing procedures for dealing with
emergencies. Each of the existing vessels in our fleet currently is ISM Code-certified, and we
expect to obtain safety management certificates for each newbuilding upon delivery.
Under IMO regulations an oil tanker must be of double-hull construction, be of a mid-deck design
with double-side construction or be of another approved design ensuring the same level of
protection against oil pollution in the event that such tanker:
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is the subject of a contract for a major conversion or original construction on or after
July 6, 1993; |
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commences a major conversion or has its keel laid on or after January 6, 1994; or |
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completes a major conversion or is a newbuilding delivered on or after July 6, 1996. |
In December 2003, the IMO revised its regulations relating to the prevention of pollution from oil
tankers. These regulations, which became effective April 5, 2005, accelerated the existing
mandatory phase-out of single-hull tankers and impose a more rigorous inspection regime for older
tankers. All of our shuttle and conventional oil tankers are double-hulled and were delivered after
July 6, 1996, so those tankers will not be affected directly by these IMO regulations.
Shuttle Tanker, FSO Unit and FPSO Unit Regulation
Our shuttle tankers primarily operate in the North Sea. In addition to the regulations imposed by
the IMO, countries having jurisdiction over North Sea areas impose regulatory requirements in
connection with operations in those areas, including HSE in the United Kingdom and NPD in Norway.
These regulatory requirements, together with additional requirements imposed by operators in North
Sea oil fields, require that we make further expenditures for sophisticated equipment, reporting
and redundancy systems on the shuttle tankers and for the training of seagoing staff. Additional
regulations and requirements may be adopted or imposed that could limit our ability to do business
or further increase the cost of doing business in the North Sea. In Brazil, Petrobras serves in a
regulatory capacity and has adopted standards similar to those in the North Sea.
Environmental Regulations The United States Regulations
The United States has enacted an extensive regulatory and liability regime for the protection and
cleanup of the environment from oil spills, including discharges of oil cargoes, bunker fuels or
lubricants, primarily through the Oil Pollution Act of 1990 (or OPA 90) and the Comprehensive
Environmental Response, Compensation and Liability Act (or CERCLA). OPA 90 affects all owners,
bareboat charterers and operators whose vessels trade to the United States or its territories or
possessions or whose vessels operate in United States waters, which include the U.S. territorial
sea and 200-mile exclusive economic zone around the United States.
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Under OPA 90, vessel owners, operators and bareboat charterers are responsible parties and are
jointly, severally and strictly liable (unless the spill results solely from the act or omission of
a third party, an act of God or an act of war and the responsible party reports the incident and
reasonably cooperates with the appropriate authorities) for all containment and clean-up costs and
other damages arising from discharges or threatened discharges of oil from their vessels. These
other damages are defined broadly to include:
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natural resources damages and the related assessment costs; |
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real and personal property damages; |
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net loss of taxes, royalties, rents, fees and other lost revenues; |
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lost profits or impairment of earning capacity due to property or natural resources
damage; |
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net cost of public services necessitated by a spill response, such as protection from
fire, safety or health hazards; and |
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loss of subsistence use of natural resources. |
OPA 90 limits the liability of responsible parties. Effective as of October 9, 2006, the limit for
double-hulled tank vessels was increased to the greater of $1,900 per gross ton or $16 million per
double-hulled tanker per incident, subject to adjustment for inflation. These limits of liability
would not apply if the incident were proximately caused by violation of applicable U.S. federal
safety, construction or operating regulations, including IMO conventions to which the United States
is a signatory, or by the responsible partys gross negligence or willful misconduct, or if the
responsible party fails or refuses to report the incident or to cooperate and assist in connection
with the oil removal activities. In addition, CERCLA, which applies to the discharge of hazardous
substances (other than oil) whether on land or at sea, contains a similar liability regime and
provides for cleanup, removal and natural resource damages. Liability under CERCLA is limited to
the greater of $300 per gross ton or $5 million, unless the incident is caused by gross negligence,
willful misconduct, or a violation of certain regulations, in which case liability is unlimited. We
currently maintain pollution liability coverage for each vessel, in the maximum coverage amount of
$1 billion per incident. A catastrophic spill could exceed the coverage available, which could harm
our business, financial condition and results of operations.
Under OPA 90, with limited exceptions, all newly built or converted tankers delivered after January
1, 1994 and operating in U.S. waters must be built with double-hulls. All of our existing tankers
are, and all of our newbuildings will be, double-hulled.
The U.S. Coast Guard (or Coast Guard) has implemented regulations requiring evidence of financial
responsibility in an amount equal to the applicable OPA limitation on liability currently at $1,900
per gross ton for a double hulled tanker, plus the CERCLA liability limit of $300 per gross ton.
Under the regulations, such evidence of financial responsibility may be demonstrated by insurance,
surety bond, self-insurance, guaranty or an alternate method subject to agency approval. Under OPA
90, an owner or operator of a fleet of vessels is required only to demonstrate evidence of
financial responsibility in an amount sufficient to cover the tanker in the fleet having the
greatest maximum limited liability under OPA 90 and CERCLA.
The Coast Guards regulations concerning certificates of financial responsibility (or COFR)
provide, in accordance with OPA 90, that claimants may bring suit directly against an insurer or
guarantor that furnishes COFR. In addition, in the event that such insurer or guarantor is sued
directly, it is prohibited from asserting any contractual defense that it may have had against the
responsible party and is limited to asserting those defenses available to the responsible party and
the defense that the incident was caused by the willful misconduct of the responsible party.
Certain organizations, which had typically provided COFR under pre-OPA 90 laws, including the major
protection and indemnity organizations have declined to furnish evidence of insurance for vessel
owners and operators if they are subject to direct actions or required to waive insurance policy
defenses.
The Coast Guards financial responsibility regulations may also be satisfied by evidence of surety
bond, guaranty or by self-insurance. Under the self-insurance provisions, the ship-owner or
operator must have a net worth and working capital, measured in assets located in the United States
against liabilities located anywhere in the world, that exceeds the applicable amount of financial
responsibility. We have complied with the Coast Guard regulations by obtaining financial guarantees
from third-parties. If other vessels in our fleet trade into the United States in the future, we
expect to obtain additional guarantees from third-party insurers or to provide guarantees through
self-insurance.
OPA 90 and CERCLA permit individual states to impose their own liability regimes with regard to oil
or hazardous substance pollution incidents occurring within their boundaries if the states
regulations are equally or more stringent, and some states have enacted legislation providing for
unlimited strict liability for spills. Several coastal states, including California, Washington and
Alaska, require state specific COFR and vessel response plans. We intend to comply with all
applicable state regulations in the ports where our vessels call.
Owners or operators of tank vessels operating in United States waters are required to file vessel
response plans with the Coast Guard, and their tank vessels are required to operate in compliance
with their Coast Guard approved plans. Such response plans must, among other things:
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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; |
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describe crew training and drills; and |
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identify a qualified individual with full authority to implement removal actions. |
We have filed vessel response plans with the Coast Guard for the vessels we own and have received
approval of such plans for all vessels in our fleet to operate in United States waters. In
addition, we conduct regular oil spill response drills in accordance with the guidelines set out in
OPA 90. The Coast Guard has announced it intends to propose similar regulations requiring certain
vessels to prepare response plans for the release of hazardous substances.
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Environmental Regulation Other Environmental Initiatives
Although the United States is not a party, many countries have ratified and follow the liability
scheme adopted by the IMO and set out in the International Convention on Civil Liability for Oil
Pollution Damage, 1969, as amended (or CLC), and the Convention for the Establishment of an
International Fund for Oil Pollution of 1971, as amended. Under these conventions, which are
applicable to vessels that carry persistent oil as cargo, a vessels registered owner is strictly
liable for pollution damage caused in the territorial waters of a contracting state by discharge of
persistent oil, subject to certain complete defenses. Many of the countries that have ratified the
CLC have increased the liability limits through a 1992 Protocol to the CLC. The liability limits in
the countries that have ratified this Protocol are currently approximately $6.9 million plus
approximately $977 per gross registered tonne above 5,000 gross tonnes with an approximate maximum
of $139 million per vessel and the exact amount tied to a unit of account which varies according to
a basket of currencies. The right to limit liability is forfeited under the CLC when the spill is
caused by the owners actual fault or privity and, under the 1992 Protocol, when the spill is
caused by the owners intentional or reckless conduct. Vessels trading to contracting states must
provide evidence of insurance covering the limited liability of the owner. In jurisdictions where
the CLC has not been adopted, various legislative schemes or common law govern, and liability is
imposed either on the basis of fault or in a manner similar to the CLC.
In September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of
Pollution from Ships (or Annex VI) to address air pollution from ships. Annex VI, which became
effective in May 2005, sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts
and prohibit deliberate emissions of ozone depleting substances, such as halons,
chlorofluorocarbons, emissions of volatile compounds from cargo tanks and prohibition of shipboard
incineration of specific substances. Annex VI also includes a global cap on the sulfur content of
fuel oil and allows for special areas to be established with more stringent controls on sulfur
emissions. We plan to operate our vessels in compliance with Annex VI. Additional or new
conventions, laws and regulations may be adopted that could adversely affect our ability to manage
our ships.
In addition, the IMO, various countries and states, such as Australia, the United States and the
State of California, and various regulators, such as port authorities, the U.S. Coast Guard and the
EPA, have either adopted legislation or regulations, or are separately considering the adoption of
legislation or regulations, aimed at regulating the discharge of ballast water and the discharge of
bunkers as potential pollutants, and requiring the installation on ocean-going vessels of pollution
prevention equipment such as oily water separators and bilge alarms.
The United States Clean Water Act prohibits the discharge of oil or hazardous substances in U.S.
navigable waters and imposes strict liability in the form of penalties for unauthorized discharges.
The Clean Water Act also imposes substantial liability for the costs of removal, remediation and
damages and complements the remedies available under OPA 90 and CERCLA discussed above. Pursuant to
regulations promulgated by the EPA in the early 1970s, the discharge of sewage and effluent from
properly functioning marine engines was exempted from the permit requirements of the National
Pollution Discharge Elimination System. This exemption allowed vessels in U.S. ports to discharge
certain substances, including ballast water, without obtaining a permit to do so. However, on
March 30, 2005, a U.S. District Court for the Northern District of California granted summary
judgment to certain environmental groups and U.S. states that had challenged the EPA regulations,
arguing that the EPA exceeded its authority in promulgating them. On September 18, 2006, the U.S.
District Court in that action issued an order invalidating the exemption in EPAs regulations for
all discharges incidental to the normal operation of a vessel as of September 30, 2008, and
directing EPA to develop a system for regulating all discharges from vessels by that date.
The EPA appealed this decision to the Ninth Circuit Court of Appeals, which on July 23, 2008,
upheld the District Courts decision. In response, the EPA adopted a new Clean Water Act permit
titled the Vessel General Permit. Effective February 6, 2009, container vessels (including all
vessels of the type operated by us) operating as a means of transportation that discharge ballast
water or certain other incidental discharges into U.S. waters must obtain coverage under the Vessel
General Permit and comply with a range of best management practices, reporting, inspections and
other requirements. The Vessel General Permit also incorporates U.S. Coast Guard requirements for
ballast water management and exchange and includes specific technology-based requirements for
vessels, including oil and petroleum tankers. Under certain circumstances, the EPA may also
require a discharger of ballast water or other incidental discharges to obtain an individual permit
in lieu of coverage under the Vessel General Permit. These new requirements will increase the cost
of operating our vessels in U.S. waters.
Since the EPAs adoption of the Vessel General Permit, several U.S. states have added specific
requirements to the permit through the Clean Water Act section 401 certification process (which
varies from state to state) and, in some cases, require vessels to install ballast water treatment
technology to meet biological performance standards.
Since January 2009, several environmental groups and industry associations have filed challenges in
U.S. federal court to the EPAs issuance of the Vessel General Permit. These cases are still in
early procedural stages of litigation.
In Norway, the Norwegian Pollution Control Authority requires the installation of volatile organic
compound emissions (or VOC equipment) on most shuttle tankers serving the Norwegian continental
shelf. Oil companies bear the cost to install and operate the VOC equipment onboard the shuttle
tankers.
Vessel Security Regulation
The ISPS was adopted by the IMO in December 2002 in the wake of heightened concern over worldwide
terrorism and became effective on July 1, 2004. The objective of ISPS is to enhance maritime
security by detecting security threats to ships and ports and by requiring the development of
security plans and other measures designed to prevent such threats. The United States implemented
ISPS with the adoption of the Maritime Transportation Security Act of 2002 (or MTSA), which
requires vessels entering U.S. waters to obtain certification of plans to respond to emergency
incidents there, including identification of persons authorized to implement the plans. Each of the
existing vessels in our fleet currently complies with the requirements of ISPS and MTSA.
C. Organizational Structure
Our sole general partner is Teekay Offshore GP L.L.C., which is a wholly owned subsidiary of Teekay
Corporation. Teekay Corporation also controls its public subsidiaries Teekay LNG Partners L.P.
(NYSE: TGP) and Teekay Tankers Ltd. (NYSE: TNK).
Please read Exhibit 8.1 to this Annual Report for a list of our significant subsidiaries as of December
31, 2008
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D. Properties
Other than our vessels and VOC plants mentioned above, we do not have any material property.
E. Taxation of the Partnership
United States Taxation
This discussion is based upon provisions of the U.S. Internal Revenue Code of 1986, as amended (or
the Code) as in effect on the date of this Annual Report, existing final and temporary regulations
thereunder (or Treasury Regulations), and current administrative rulings and court decisions, as in
effect on the date of this Annual Report, all of which are subject to change, possibly with
retroactive effect. Changes in these authorities may cause the tax consequences to vary
substantially from the consequences described below. The following discussion is for general
information purposes only and does not purport to be a comprehensive description of all of the
U.S. federal income tax considerations applicable to us.
Election to be Taxed as a Corporation. We have elected to be taxed as a corporation for
U.S. federal income tax purposes. As such, we are subject to U.S. federal income tax on our income
to the extent it is from U.S. sources or otherwise is effectively connected with the conduct of a
trade or business in the United States as discussed below.
Taxation of Operating Income. We expect that substantially all of our gross income will be
attributable to the transportation of crude oil and related products. For this purpose, gross
income attributable to transportation (or Transportation Income) includes income derived from, or
in connection with, the use (or hiring or leasing for use) of a vessel to transport cargo, or the
performance of services directly related to the use of any vessel to transport cargo, and thus
includes both time charter or bareboat charter income.
Transportation Income that is attributable to transportation that begins or ends, but that does not
both begin and end, in the United States (or U.S. Source International Transportation Income) will
be considered to be 50.0% derived from sources within the United States. Transportation Income
attributable to transportation that both begins and ends in the United States (or U.S. Source
Domestic Transportation Income) will be considered to be 100.0% derived from sources within the
United States. Transportation Income attributable to transportation exclusively between
non-U.S. destinations will be considered to be 100% derived from sources outside the United States.
Transportation Income derived from sources outside the United States generally will not be subject
to U.S. federal income tax.
Based on our current operations, we expect substantially all of our Transportation Income to be
from sources outside the United States and not subject to U.S. federal income tax. However, certain
of our activities could give rise to U.S. Source International Transportation Income, and future
expansion of our operations could result in an increase in the amount of U.S. Source International
Transportation Income, as well as give rise to U.S. Source Domestic Transportation Income, all of
which could be subject to U.S. federal income taxation, unless the exemption from U.S. taxation
under Section 883 of the Code (or the Section 883 Exemption) applies.
The Section 883
Exemption. In general, the Section 883 Exemption provides that if a
non-U.S. corporation satisfies the requirements of Section 883 of the Code and the Treasury
Regulations thereunder (or the Section 883 Regulations), it will not be subject to the net basis
and branch taxes or 4.0% gross basis tax described below on its U.S. Source International
Transportation Income. The Section 883 Exemption only applies to U.S. Source International
Transportation Income. As discussed below, we believe that under our current ownership structure,
the Section 883 Exemption will apply and we will not be taxed on our U.S. Source International
Transportation Income. The Section 883 Exemption does not apply to U.S. Source Domestic
Transportation Income.
A non-U.S. corporation will qualify for the Section 883 Exemption if it is organized in a
jurisdiction outside the United States that grants an equivalent exemption from tax to corporations
organized in the United States (or an Equivalent Exemption), it meets one of three ownership tests
(or the Ownership Test) described in the Final Section 883 Regulations and it meets certain
substantiation, reporting and other requirements.
We are organized under the laws of the Republic of the Marshall Islands. The U.S. Treasury
Department has recognized the Republic of the Marshall Islands as a jurisdiction that grants an
Equivalent Exemption. Consequently, our U.S. Source International Transportation Income (including
for this purpose, any such income earned by our subsidiaries that have properly elected to be
treated as partnerships or disregarded as entities separate from us for U.S. federal income tax
purposes) will be exempt from U.S. federal income taxation provided we meet the Ownership Test
described in the Final Section 883 Regulations. As a result of an offering of our common units in
2008, Teekay Corporation indirectly owns less than 50.0% of our outstanding units and, depending
upon the valuation of the general partner interest Teekay Corporation indirectly owns in us, may
own 50.0% or less of the value of us. In the event Teekay Corporation does not indirectly own more
than 50.0% of the value of our outstanding equity interests for more than half of the days in a
given year, we generally will not satisfy the Ownership Test and therefore would not satisfy the
requirements of the Section 883 Exemption. In that event, our U.S. Source International
Transportation Income would not be exempt from U.S. federal income taxation by reason of Section
883. We believe that we should satisfy the Ownership Test based upon the ownership of more than 50%
of the value of us by Teekay Corporation. However, the determination of whether we satisfy the
Ownership Test at any given time depends upon a multitude of factors, including Teekay
Corporations ownership of us, whether Teekay Corporations stock is publicly traded, the
concentration of ownership of Teekay Corporations own stock and the satisfaction of various
substantiation and documentation requirements. There can be no assurance that we will satisfy these
requirements at any given time and thus that our U.S. Source International Shipping Income would be
exempt from U.S. federal income taxation by reason of Section 883 in any of our taxable years.
The Net Basis Tax and Branch Profits Tax. If we earn U.S. Source International Transportation
Income and the Section 883 Exemption does not apply, such income may be treated as effectively
connected with the conduct of a trade or business in the United States (or Effectively Connected
Income) if we have a fixed place of business in the United States and substantially all of our
U.S. Source International Transportation Income is attributable to regularly scheduled
transportation or, in the case of bareboat charter income, is attributable to a fixed placed of
business in the United States. Based on our current operations, none of our potential U.S. Source
International Transportation Income is attributable to regularly scheduled transportation or is
received pursuant to bareboat charters attributable to a fixed place of business in the United
States. As a result, we do not anticipate that any of our U.S. Source International Transportation
Income will be treated as Effectively Connected Income. However, there is no assurance that we will
not earn income pursuant to regularly scheduled transportation or bareboat charters attributable to
a fixed place of business in the United States in the future, which would result in such income
being treated as Effectively Connected Income.
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U.S.
Source Domestic Transportation Income generally is treated as
Effectively Connected Income.
Any income we earn that is treated as Effectively Connected Income would be subject to U.S. federal
corporate income tax (the highest statutory rate is currently 35.0%). In addition, if we earn
income that is treated as Effectively Connected Income, a 30.0% branch profits tax imposed under
Section 884 of the Code generally would apply to such income, and a branch interest tax could be
imposed on certain interest paid or deemed paid by us.
On the sale of a vessel that has produced Effectively Connected Income, we could be subject to the
net basis corporate income tax and to the 30.0% branch profits tax with respect to our gain not in
excess of certain prior deductions for depreciation that reduced Effectively Connected Income.
Otherwise, we would not be subject to U.S. federal income tax with respect to gain realized on the
sale of a vessel, provided the sale is considered to occur outside of the United States under
U.S. federal income tax principles.
The 4.0% Gross Basis Tax. If the Section 883 Exemption does not apply and the net basis tax does
not apply, we would be subject to a 4.0% U.S. federal income tax on the U.S. source portion of our
gross U.S. Source International Transportation Income, without benefit of deductions.
Marshall Islands Taxation
Because we and our controlled affiliates do not, and we do not expect that we and our controlled
affiliates will, conduct business or operations in the Republic of The Marshall Islands, neither we
nor our controlled affiliates are subject to income, capital gains, profits or other taxation under
current Marshall Islands law. As a result, distributions by OPCO or other controlled affiliates to
us are not subject to Marshall Islands taxation.
Norway Taxation
The following discussion is based upon the current tax laws of the Kingdom of Norway and
regulations, the Norwegian tax administrative practice and judicial decisions thereunder, all as in
effect as of the date of this Annual Report and subject to possible change on a retroactive basis.
The following discussion is for general information purposes only and does not purport to be a
comprehensive description of all of the Norwegian income tax considerations applicable to us.
Our Norwegian subsidiaries are subject to taxation in Norway on their income regardless of where
the income is derived. The generally applicable Norwegian income tax rate is 28%.
Taxation of Norwegian Subsidiaries Engaged in Business Activities. All of our Norwegian
subsidiaries (limited liability companies) are subject to regular Norwegian taxation on their world
wide income. The generally applicable Norwegian income tax rate is 28%. Generally, a Norwegian
resident company is taxed on its income realized for tax purposes. The starting point for
calculating taxable income is the companys income as shown on its annual accounts, calculated
under generally accepted accounting principles and as adjusted for tax purposes. Gross income will
include capital gains, interest, dividends from certain corporations and foreign exchange gains.
The Norwegian companies also are taxed on any gains resulting from the sale of assets. The gain on
depreciable assets is taken into income for Norwegian tax purposes at a rate of 20.0% per year on a
declining balance basis.
Norway does not allow consolidation of the income of companies in a corporate group for Norwegian
tax purposes. However, a group of companies that is ultimately owned more than 90.0% by a single
company can transfer its Norwegian taxable income to another Norwegian resident company in the
group by making a transfer to the other company (this is referred to as making a group
contribution). The ultimate parent in the corporate group can be a foreign company.
Group contributions are deductible for the contributing company for tax purposes and are included
in the taxable income of the receiving company in the income year in which the contribution is
made. Group contributions are subject to the same rules as dividend distributions under the
Norwegian Companies Act. In other words, group contributions are restricted to the amount that is
available to distribute as dividends for corporate law purposes.
Taxation of Controlled Foreign Corporations. Norwegian companies are also taxable on certain income
earned by controlled foreign corporations (or CFCs) resident in low tax countries. A CFC for these
purposes is a foreign resident company in which 50.0% or more of the shares or capital is owned or
controlled by Norwegian resident companies or individuals, such as Navion Offshore Loading ASs
Singapore subsidiary, Teekay Navion Offshore Loading Pte. (or TNOL). A country is a low tax country
if the CFCs income tax on profits is less than two-thirds of the Norwegian tax that would apply if
the company were resident in Norway. Income earned by a CFC is directly included in the taxable
income of its Norwegian parent. Norwegian CFC taxation is not imposed if the foreign company is
resident in a low tax country with which Norway has concluded a tax treaty, unless the income that
the foreign company earns is mainly of a passive nature. Also, Norwegian CFC taxation is not
imposed if the foreign company is resident in a country within the European Economic Area, and it
is proved that the foreign company is genuinely established and performs genuine business
activities in the relevant country within the European Economic Area.
Taxation of Foreign Companies and Permanent Establishments. Foreign registered companies are
subject to Norwegian world wide taxation if the companys place of effective management is situated
in Norway (Norwegian resident companies). Furthermore, foreign resident companies are taxable in
Norway on business activities performed through a permanent establishment in Norway. Foreign
resident companies engaged in activities related to the exploration or exploitation of subsoil
petroleum on the Norwegian continental shelf are taxable in Norway under domestic law according to
the Norwegian Petroleum Tax Act. The same applies to foreign companies participating in
partnerships engaged in activities on the Norwegian continental shelf.
Taxation of Dividends. Generally, only 3% of dividends received by a Norwegian resident company are
taxable under the Norwegian participation exemption (at the standard tax rate of 28%). The
participation exemption rule does not apply to dividends from companies resident outside the
European Economic Area if (a) the country of residence is a low-tax country or (b) the ownership of
shares in the distributing company is considered to be a portfolio investment (i.e. less than
10.0% share ownership or less than two years continuous ownership period). Nor does the
participation exemption rule apply to dividends from companies resident within the European
Economic Area if (a) the country of residence is a low-tax country and (b) the company is not
genuinely established or does not perform genuine business activities in the relevant country
within the European Economic Area. Dividends that do not qualify under the participation exemption
rule are subject to the general 28% income tax rate when received by the Norwegian resident
company, unless an applicable tax treaty provides for a reduced tax rate or an exemption.
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Correction Income Tax. Our Norwegian subsidiaries may be subject to a tax, called correction income
tax, on their dividend distributions. Norwegian correction tax is levied if a dividend distribution
leads to the companys balance sheet equity at year end being lower than the companys paid-in
share capital (including share premium), plus a calculated amount equal to 72.0% of the net
positive temporary timing differences between the companys book values and tax values.
As a result, correction tax is effectively levied if dividend distributions result in the companys
financial statement equity for accounting purposes being reduced below its equity calculated for
tax purposes (i.e. when dividends are paid out of accounting earnings that have not been subject to
taxation in Norway). In addition to dividend distributions, correction tax may also be levied on
the partial liquidation of the share capital of the company or if the company makes group
contributions that are in excess of taxable income for the year.
Taxation of Interest Paid by Norwegian Entities. Norway does not levy any tax or withholding tax on
interest paid by a Norwegian resident company to a company that is not resident in Norway (provided
that the interest rate and the debt/equity ratio are based on arms-length principles). Therefore,
any interest paid by our Norwegian subsidiaries to companies that are not resident in Norway will
not be subject to Norwegian withholding tax.
Taxation on Distributions by Norwegian Entities. Norway levies a 25.0% withholding tax on
non-residents of Norway that receive dividends from a Norwegian resident company. However, the
Norwegian withholding tax may be reduced if the recipient of the dividend is resident in a country
that has an income tax treaty with Norway. If the recipient of the dividend is a company resident
within the European Economic Area, and the recipient is genuinely established and performs genuine
business activities in the relevant country, the dividend will be exempt from Norwegian withholding
tax. We believe that distributions by our Norwegian subsidiaries will be subject to a reduced
amount of Norwegian withholding tax or not be subject to Norwegian withholding tax.
We do not expect that payment of Norwegian income taxes will have a material effect on our results.
Luxembourg Taxation
The following discussion is based upon the current tax laws of Luxembourg and regulations, the
Luxembourg tax administrative practice and judicial decisions thereunder, all as in effect as of
the date of this Annual Report and subject to possible change on a retroactive basis. The following
discussion is for general information purposes only and does not purport to be a comprehensive
description of all of the Luxembourg income tax considerations applicable to us.
Our operating subsidiary, Teekay Offshore Operating L.P. owns all of the shares of Norsk Teekay
Holdings Ltd. (or Norsk Teekay), a Marshall Islands company. Norsk Teekay owns all of the shares of
Teekay European Holdings S.a.r.l. (or TEHS), a Luxembourg company. TEHS owns all of the shares of
Teekay Netherlands European Holdings BV (or Teekay Netherlands), a Netherlands company.
TEHS was primarily capitalized with a discounted loan from Norsk Teekay (the proceeds of which TEHS
used to purchase shares in Norsk Teekay AS, which were immediately then contributed to Teekay
Netherlands), which we believe were compliant with the Luxembourg thin capitalization
threshold and a fixed interest loan from OPCO. Its only significant assets are shares of Teekay
Netherlands and a fixed interest loan to Navion Offshore Loading AS (or NOL).
TEHS is considered a Luxembourg resident company subject to taxation in Luxembourg on its income
regardless of where the income is derived. The generally applicable Luxembourg income tax rate is
28.59%.
Taxation of Interest Income. TEHS loans to NOL generate interest income. However, this interest
income is substantially offset by interest expense on the loan made by OPCO to TEHS. Accordingly,
at TEHS current level of indebtedness and provided that TEHS does not bear any foreign exchange
risk, TEHS should earn a minimum level of net interest income equal to 0.0625% of the loan balance
to NOL, an immaterial amount that will be subject to taxation in Luxembourg. The net interest
income generated from the loans to NOL can also, to the extent the interest due on the discounted
loan from Norsk Teekay exceeds any dividend income from Teekay Netherlands during the same year be
offset by interest expense on TEHS discounted loan payable to Norsk Teekay. The deduction of
interest expense on the discounted loan is subject to recapture in the future, as discussed below.
Taxation of Potential Foreign Currency Exchange Net Gain. TEHS holds it accounts in Euros, while
the loan to NOL is denominated in Norwegian Kroner. Regardless whether they are realized or
unrealized, foreign currency exchange gains are generally fully taxable in Luxembourg to the extent
they are reflected in the accounts (under Luxembourg GAAP). Foreign currency exchange losses are in
principle deductible from the taxable base of TEHS under the same conditions. We minimized such
foreign exchange exposure by having the loan from OPCO also Norwegian Kroner denominated and with
the exact same terms and conditions (same principal amount and same effective date and maturity
save for a differential in the interest rates leading to the small net interest income noted above)
as the loan to NOL. Accordingly, we believe that the foreign exchange net gain on the loan from
OPCO and on the loan to NOL should be minimized in Luxembourg.
Taxation of Interest Payments. Luxembourg does not levy a withholding tax on interest paid to
non-residents of Luxembourg, such as Norsk Teekay and OPCO, unless the Council Directive 2003/48/EC
(or European Savings Directive) would apply, or the interest represents a right to participate in
profits of the interest-paying entity and the debt has certain other characteristics or the
interest payment relates to the portion of debt used to acquire share capital, and the debt exceeds
a Luxembourg thin capitalization threshold, or the interest rate is not regarded to be at arms
length. We believe that the interest paid by TEHS on the types of loans made to it by Norsk Teekay
and OPCO does not represent a right to participate in its profits and is consistent with Luxembourg
transfer pricing rules. Furthermore, we have capitalized TEHS to meet the thin capitalization
threshold. Accordingly, we believe that interest payments made by TEHS to Norsk Teekay and OPCO are
not subject to Luxembourg withholding tax.
31
Taxation of Dividends and Capital Gains. Pursuant to Luxembourg law, dividends received by TEHS
from Teekay Netherlands and capital gains realized on any disposal of shares of Teekay Netherlands
generally are exempt from Luxembourg taxation if the following requirements are met:
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TEHS is a capital company resident in Luxembourg and fully subject to tax in this
country; |
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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; |
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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 |
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Teekay Netherlands is a resident of the Netherlands for Dutch tax purposes and is covered
by the European Union Parent-Subsidiary Directive. |
TEHS meets the ownership threshold and has owned the shares in Teekay Netherlands for at least
12 months. In addition, assuming that Teekay Netherlands is a resident of the Netherlands for Dutch
tax purposes and is fully subject to the Dutch general corporate tax regime (even if it has
subsidiaries that may be subject to special shipping regimes), we believe that Teekay Netherlands
is covered by the European Union Parent-Subsidiary Directive. Therefore, we believe that any
dividend received on or any capital gain resulting from the disposition of the shares of Teekay
Netherlands will be exempt from taxation in Luxembourg.
Notwithstanding this exemption, Luxembourg law does not permit the deduction of interest expense on
loans used to purchase shares eligible for the dividend and capital gain exemption noted above, to
the extent of the dividend received. Similarly, capital gains, although generally eligible for the
exemption discussed above, are subject to Luxembourg taxation to the extent of any such related
interest expense that has been deducted from TEHS taxable income (such as the net interest income
on loans to NOL), in the year of disposal and for any previous year the shares have been held.
We intend to operate TEHS such that it will not dispose of its shares in Teekay Netherlands.
Accordingly, we believe that TEHS will not be subject to Luxembourg dividend or capital gains
taxation, and, even if it were, it would only be affected to the extent of the recapture of
interest deductions discussed above.
Taxation of TEHS Dividends. Luxembourg levies a 15% withholding tax on dividends paid by a
Luxembourg company to a non-EU resident, absent an Income Tax Treaty, which would apply to
dividends paid by TEHS to Norsk Teekay. However, we currently do not expect to cause TEHS to pay
dividends, but to distribute all of its available cash through the payment of interest and
principal on its loans owing to Norsk Teekay and/or OPCO. In addition, under current Luxembourg tax
rules, it is possible to releverage the Luxembourg operations with new debt, which would allow a
new Luxco to continue to distribute all of its available cash through payments of interest and
principal on the new debt.
Net Wealth Tax. Luxembourg companies are also subject to a net wealth tax, which normally is based
on the companys net asset value. Capital stock held by a company that qualifies for the dividend
and capital gains exemption discussed above are excluded from net asset value in calculating this
tax. Liabilities related to shareholdings excluded from the net wealth tax are not deductible from
other assets subject to the net wealth tax. Furthermore, cash amounts held on January 1 with
respect to the payments of interest or dividends to TEHS are subject to the net wealth tax. The
cash balance on the last closed financial statements is generally used to determine the cash
amount. Because the shares of Teekay Netherlands and the discounted loan from Norsk Teekay should
be excluded from the net asset value according to the above, and taking into
account that the loan to NOL should be offset by corresponding loan from OPCO, Luxco should be
required to pay a nominal amount of Luxembourg net wealth tax.
Netherlands Taxation
The following discussion is based upon the current tax laws of the Kingdom of the Netherlands and
regulations, the Dutch tax administrative practice and judicial decisions thereunder, all as in
effect as of the date of this prospectus and subject to possible change on a retroactive basis. The
following discussion is for general information purposes only and does not purport to be a
comprehensive description of all of the Dutch corporate income tax considerations applicable to us.
Teekay Netherlands is capitalized solely with equity from TEHS, the Luxembourg shareholder. Its
only significant asset is the shareholding in Norsk Teekay AS (or NTAS), which is an intermediate
holding company and is the direct or indirect parent of various operating subsidiaries in Norway
and Singapore, including Teekay Norway AS (or TNAS), Navion Offshore Loading AS (or NOL), Navion
Gothenburg AS (or NGAS), Navion Bergen AS (or NBAS), Ugland Nordic Shipping AS (or UNS), PR Stena
Ugland Shuttle Tanker I DA (or Stena I), PR Stena Ugland Shuttle Tankers II DA (or Stena II), and
Teekay Navion Offshore Loading PTE. Ltd. (or TNOL).
Taxation of Dividends and Capital Gains. Pursuant to Dutch law, dividends received by Teekay
Netherlands from NTAS and capital gains realized on any disposal of the shares of NTAS generally
will be exempt from Dutch taxation (the participation exemption) if the following conditions are
met:
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the company in which the shareholding is held, has a capital divided into shares; |
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the shareholding is at least 5% of the paid up share capital of the company; |
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the consolidated assets of the participation do not, directly or indirectly, consist for
more than 50% out of portfolio investments (asset test); |
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in case that the participations assets do, directly or indirectly, consist for more
than 50% out of portfolio investments, the participation should be subject to a profit tax
which results in taxation at a rate of at least 10% on a profit determined according to
Dutch corporate income tax rules the subject to tax test. |
32
Ownership test. NTAS equity is wholly divided into shares. Teekay Netherlands meets the
ownership threshold, and we currently expect that Teekay Netherlands will maintain its 100 %
ownership interest in NTAS for the foreseeable future.
Asset test. Whether a shareholders interest in a company is considered to be a portfolio
investment is determined solely by the assets of that company (based on the fair market value of
the assets). For example, if the consolidated assets of that company are predominantly
portfolio investments or consist predominantly (50% or more) of assets used for passive group
finance activities (e.g. group loans), the shareholders interest will in principle be considered
a portfolio investment. Portfolio investments are assets that are not used in the line of the
business of the company. Only assets will be consolidated. This means that mutual claims and
debts of subsidiaries will not be eliminated. The assets will be taken into account for their
fair market value. This also applies to assets that have not been commercially activated, such as
the companys own goodwill and other intangible assets.
Subject to tax test. If the asset test is not met then the participation exemption should still
apply to shareholdings of 5% or more in foreign (as well as domestic) entities, unless the
shareholders interest is a portfolio investment in a company that is not subject to a tax rate
that is considered adequate. Adequate is defined as subject to a profit tax that equals at least
an effective tax rate of 10% over a taxable base according to Dutch tax standards.
Conclusion. Because Teekay Netherlands interest in NTAS should not be considered a low taxed
portfolio investment by now and in the foreseeable future, dividends received on or any capital
gain resulting from the disposition of the shares of NTAS should be exempt from taxation in the
Netherlands. Capital losses on a disposition of the shares of NTAS should not be tax deductible.
Taxation of Teekay Netherlands Dividends. In general, the Netherlands levies a 15% withholding tax
on dividends paid by a Dutch company. The withholding tax is reduced to zero if the dividend is
paid by Teekay Netherlands to TEHS, if TEHS meets the conditions of the European Union
Parent-Subsidiary Directive. The Directive requires TEHS to hold at least 5% of the shares of
Teekay Netherlands for at least one year before the dividend distribution. Based on Dutch tax
legislation no holding period is required. We currently expect that TEHS will maintain its 100%
ownership interest in Teekay Netherlands for the foreseeable future. Therefore, we believe that no
Dutch withholding tax will be due on dividends paid by Teekay Netherlands to TEHS. In addition,
TEHS should not be liable to Dutch corporate income tax with regards to the dividends received.
Singapore Taxation
Taxation of Singapore Companies Operating Ships in International Traffic. OPCO has one subsidiary
that is incorporated and tax resident in Singapore for Singapore tax purposes, Teekay Navion
Offshore Loading Pte. Ltd. (or TNOL).
Taxation of Charter Income from Non-Singapore-Registered Ships. In respect of the charter income
that TNOL earns from its non-Singapore-registered ships, they are currently exempt from Singapore
tax under a tax incentive being enjoyed by TNOL. TNOL was conferred the Singapore Approved
International Shipping (or AIS) status with effect from January 1, 2005. The AIS status was granted
for an initial period of 10 years subject to a review at the end of the fifth year to ensure that
TNOL has complied with the qualifying conditions of the incentive. At the end of the first
10 years, TNOL can apply for a further 10-year extension of the incentive.
Under Section 13F of the Singapore Income Tax Act and the terms of the AIS incentive approval
letter from the Maritime Port Authority of Singapore (or MPA) dated January 2005, the types of
income that would qualify for tax exemption include:
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charter hire/freight income from the operation of non-Singapore-registered
vessels outside the limits of the port of Singapore; |
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dividends from approved shipping subsidiaries; |
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gains from the disposition of non-Singapore-registered ships for a period of
10 years from January 1, 2004 to December 31, 2013; and |
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gains from foreign exchange and risk management activities which are carried out
incurred in connection with the Singapore shipping operations. |
The AIS status awarded to TNOL is subject to TNOL meeting and continuing to meet the following
conditions:
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be a tax resident in Singapore; |
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own and operate a significant fleet of ships; |
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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; |
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the companys shipping operations should be controlled and managed in Singapore; |
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incur directly attributable business spending in Singapore an average of S$4
million a year; |
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support and make significant use of Singapores trade infrastructure, such as
banking, financial, business training, arbitration, and other ancillary services; |
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all ships chartered-in must be conducted on an arms-length basis; |
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inform the MPA of any changes to its Group shareholdings and operations; |
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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 |
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disclose such information to and permit such inspection of its premises by the
Singapore Government, as required. |
TNOL intends to operate such that substantially all of its charter income will be exempt from
Singapore tax under the AIS incentive. It also intends to operate and charter out all of its
non-Singapore-registered ships in international waters outside the limits of the port of Singapore.
On this basis, it expects that all of its income from the charter of its non-Singapore-registered
ships should be exempt from Singapore tax under Section 13F of the Singapore Income Tax Act.
33
Taxation of Investment Income. Any investment income earned by TNOL would be subject to the normal
corporate tax rules. With respect to the interest income earned from deposits placed outside
Singapore, the interest will be taxable in Singapore at the prevailing corporate tax rate
(currently 18.0%) when received or deemed received in Singapore.
There is a one year moratorium for foreign sourced investment income accrued up to 21 January 2009
to be exempted from tax even if they are remitted into Singapore between 22 January 2009 and 21
January 2010.
Taxation of Ship Management Income. In addition to the above, since October 2006 TNOL has provided
ship management services to related and third party companies. Income from such activities does not
qualify for exemption under the AIS incentive. Accordingly, the income derived from these
activities is subject to tax at the prevailing corporate tax rate of 18.0%.
Australian Taxation
The following discussion is based upon the current tax laws of Australia and regulations, the
Australian tax administrative practice and judicial decisions thereunder, all as in effect as of
the date of this Annual Report and subject to possible change on a retroactive basis. The following
discussion is for general information purposes only and does not purport to be a comprehensive
description of all Australian income tax considerations applicable to us. This discussion only
considers Australian income tax and does not cover any other taxes which may be relevant e.g. stamp
duty, goods and services tax, customs and excise duty, etc.
Teekay Offshore Australia Trust (or the Trust), which owns and operates the Karratha Spirit vessel
in Australian waters, is an Australian resident trust for Australian tax purposes. OPCO is the
non-resident beneficiary of the Trust.
As a non-resident beneficiary of the Trust, OPCO is subject to Australian tax on the taxable income
of the Trust derived from Australian sources. Since the Trust only operates one asset, the Karratha
Spirit, it is expected that all taxable income of the Trust has an Australian source.
Since, however, OPCO is not a resident of Australia the trustee of the Trust is required to pay the
Australian tax due, on behalf of OPCO (the non-resident beneficiary). This is at 30.0% of the
taxable income of the Trust. An income tax return is required to be filled by the trustee of the
Trust for the income year.
OPCO is required to file an Australian tax return disclosing the taxable income related to the
Trust and receives a credit for the tax paid by the trustee. Hence, no further Australian income
tax should be due by the Trust. Generally, the trustee of the Trust will be taxable on its income
attributable to its operations in Australia calculated under generally accepted accounting
principles, as adjusted for tax purposes. Gross income will include capital gains, interest and
realized foreign exchange gains and losses from both Australian and foreign sources. Trusts are
subject to capital gains on the disposition of different classes of assets, including those which
are used to carry on a business in Australia, and land and buildings situated in Australia. Capital
gains can be offset by any capital losses incurred in the current year, in addition to any carried
forward capital losses. Net capital gains generated by a trust are taxed at the general corporate
rate of 30.0%.
Generally, a Trust is allowed to deduct the expenses it incurs in a taxation year, to the extent
the expenses are incurred to earn the Australian sourced income. The Australian operations of the
Trust are partly financed by debt. As such, to the extent the interest expense is allocable to the
Australian sourced income it should generate interest deductions, subject to thin capitalization
restrictions.
Teekay Australia Offshore Holdings Pty Ltd. (or TAOH) was incorporated in August of 2007 and is
owned directly by us. TAOH is the sole member of Dampier Spirit LLC, which owns and operates the
Dampier Spirit vessel in Australian waters. Together, TAOH and Dampier Spirit LLC form a tax
consolidated group for Australian tax reporting purposes. The consolidated group is taxed as a
regular Australian company and is subject to Australian domestic tax law. The consolidated group
is taxed on its consolidated taxable income at the Australian corporate tax rate of 30% and is
required to file an Australian tax return.
Thin capitalization measures apply which limit the deductibility of interest expenditure incurred
by non-residents carrying on a business in Australia. The measures apply to the total debt of the
Australian operations of multinational groups such that interest deductions are denied to the
extent that borrowings exceed a safe harbor ratio or, alternatively, an arms length debt amount
(as so calculated under the provisions of the Australian income tax legislation). Broadly, the safe
harbor maximum amount of Australian debt for the Australian operations of a non-resident is 75.0%
of the accounting book value of the assets of the Australian operations (except for deferred tax
assets and liabilities, defined benefit plans but includes recognition and revaluation of certain
internally generated intangible assets) after being reduced by non-debt liabilities (calculated on
an average basis).
Teekay Navion Offshore Loading Pte Limited (or TNOL) is a non-resident entity which owns a vessel,
the Basker Spirit, operating in Australian waters. Under a specific taxing provision, TNOL is
deemed to have Australian taxable income equivalent to 5% of the gross payments received under the
time-charter agreement with the customer. Tax arises at 30% on this deemed taxable income. This
treatment has been confirmed by the Australian Taxation Office who has issued a ruling in this
regard. Pursuant to the contractual terms of the time charter agreement this tax is for the
charterers (or customers) account.
Taxation of Interest Paid To A Non-Resident. Australia levies withholding tax on interest paid to a
non-resident where the interest relates to Australian operations. Therefore, any interest paid to
non-residents will be subject to Australian withholding tax. Withholding tax is levied on payments
of interest made to non residents, regardless of whether the interest deduction is allowed pursuant
to other provisions of the Australian tax legislation. The withholding tax rate on interest is
generally 10.0%, with the exception of certain interest payments to U.S. and U.K. resident
financial institutions, whereby the rate is reduced to 0.0%.
Item 4A. Unresolved Staff Comments
Not applicable.
34
Item 5. Operating and Financial Review and Prospects
The following discussion should be read in conjunction with the financial statements and notes
thereto appearing elsewhere in this report.
Managements Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
We are an international provider of marine transportation and storage services to the offshore oil
industry. We were formed in August 2006 by Teekay Corporation, a leading provider of marine
services to the global oil and natural gas industries, to further develop its operations in the
offshore market. Our principal asset is a 51% controlling interest in Teekay Offshore Operating
L.P. (or OPCO), which operates a substantial majority of our shuttle tankers and floating storage
and offtake (or FSO) units and all of our conventional crude oil tankers. Our growth strategy
focuses on expanding our fleet of shuttle tankers and FSO units under long-term, fixed-rate time
charters. We intend to continue our practice of acquiring shuttle tankers and FSO units as needed
for approved projects only after the long-term charters for the projects have been awarded to us,
rather than ordering vessels on a speculative basis. We intend to follow this same practice in
acquiring FPSO units, which produce and process oil offshore in addition to providing storage and
offloading capabilities. We seek to capitalize on opportunities emerging from the global expansion
of the offshore transportation, storage and production sectors by selectively targeting long-term,
fixed-rate time charters. We may enter into joint ventures and partnerships with companies that may
provide increased access to these opportunities or may engage in vessel or business acquisitions.
We plan to leverage the expertise, relationships and reputation of Teekay Corporation and its
affiliates to pursue these growth opportunities in the offshore sectors and may consider other
opportunities to which our competitive strengths are well suited. We view our conventional tanker
fleet primarily as a source of stable cash flow as we seek to expand our offshore operations.
SIGNIFICANT DEVELOPMENTS
Equity Offerings: Acquisition of Additional 25% Interest in OPCO
On June 18, 2008, we completed a follow-on public offering of 7.0 million common units at a price
of $20.00 per unit, for gross proceeds of $140.0 million. Concurrently with the public offering,
Teekay Corporation acquired 3.25 million of our common units in a private placement at the same
public offering price for a total cost of $65.0 million. On July 16, 2008, the underwriters for the
public offering partially exercised their over-allotment option and purchased an additional 375,000
common units for an additional $7.5 million in gross proceeds to us.
As a result of these equity transactions, we raised gross proceeds of $216.8 million (including our
general partners proportionate 2% capital contribution), and Teekay Corporations ownership of us
was reduced from 59.8% to 50.0% (including its indirect 2% general partner interest). We used the
net proceeds from the equity offerings of approximately $210.7 million to fund the acquisition for
$205.0 million of an additional 25% interest in OPCO from Teekay Corporation and to repay a portion
of advances from OPCO to us.
Acquisition of Vessels in 2008
In June 2008, OPCO acquired from Teekay Corporation two 2008-built Aframax lightering tankers, the
SPT Explorer and the SPT Navigator, for a total cost of approximately $106.0 million, including
assumption of debt of $90.0 million. These two lightering tankers are specially designed to be
used in ship-to-ship oil transfer operations. They operate under 10-year, fixed-rate bareboat
charters to Teekay Corporations 50% owned joint venture company, Skaugen PetroTrans, with options
exercisable by the charterer to extend up to an additional five years.
In June 2007, OPCO exercised its option to purchase a 2001-built shuttle tanker from a third party,
the Navion Oslo, for $41.7 million, which previously had been in-chartered by OPCO and included in
our shuttle tanker fleet. The vessel was delivered to OPCO in March 2008.
Potential Additional Shuttle Tanker, FSO and FPSO Projects
Pursuant to an omnibus agreement we entered into in connection with our initial public offering,
Teekay Corporation is obligated to offer us certain shuttle tankers, FSO units, and FPSO units it
may acquire in the future, provided the vessels are servicing contracts in excess of three years in
length.
Teekay Corporation has ordered four Aframax shuttle tanker newbuildings, which are scheduled to
deliver in 2010 and 2011, for a total delivered cost of approximately $463.3 million. It is
anticipated that these vessels will be offered to us and will be used to service either new
long-term, fixed-rate contracts Teekay Corporation may be awarded prior to the vessel deliveries or
OPCOs contracts-of-affreightment in the North Sea.
Pursuant to the omnibus agreement, Teekay Corporation was also obligated to offer to us the FPSO
unit, the Varg, within 30 days of the unit being re-chartered by Teekay Petrojarl on December 4,
2008. We have agreed to waive Teekay Corporations obligation to offer the unit to us for charter
or purchase within 30 days of the re-chartering in exchange for the right to acquire the unit, for
its fair market value, at any time until December 4, 2009.
The omnibus agreement also obligated Teekay Corporation to offer to us prior to July 9, 2009,
existing FPSO units of Teekay Petrojarl that were servicing contracts in excess of three years in
length as of July 9, 2008, the date on which Teekay Corporation acquired 100% of Teekay Petrojarl.
We have agreed to waive Teekay Corporations obligation to offer these FPSO units to us by July 9,
2009 in exchange for the right to acquire these units, for their fair market value, at any time
until July 9, 2010.
Please see Item 7 Major Unitholders and Related Party Transactions.
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Our Contracts of Affreightment and Charters
We generate revenues by charging customers for the transportation and storage of their crude oil
using our vessels. Historically, these services generally have been provided under the following
basic types of contractual relationships:
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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; |
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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; |
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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 |
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Voyage charters, which are charters for shorter intervals that are priced on a current,
or spot, market rate. |
The table below illustrates the primary distinctions among these types of charters and contracts:
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Contract of |
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Time |
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Bareboat |
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Voyage |
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Affreightment |
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Charter |
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Charter |
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Charter(1) |
Typical contract length |
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One year or more |
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One year or more |
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One year or more |
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Single voyage |
Hire rate basis(2) |
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Typically daily |
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Daily |
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Daily |
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Varies |
Voyage expenses(3) |
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We pay |
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Customer pays |
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Customer pays |
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We pay |
Vessel operating expenses(3) |
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We pay |
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We pay |
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Customer pays |
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We pay |
Off-hire (4) |
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Customer typically does not pay |
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Varies |
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Customer typically pays |
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Customer does not pay |
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(1) |
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Under a consecutive voyage charter, the customer pays for idle time. |
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(2) |
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Hire rate refers to the basic payment from the charterer for the use of the vessel. |
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(3) |
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Defined below under Important Financial and Operational Terms and Concepts. |
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(4) |
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Off-hire refers to the time a vessel is not available for service. |
Important Financial and Operational Terms and Concepts
We use a variety of financial and operational terms and concepts. These include the following:
Voyage Revenues. Voyage revenues primarily include revenues from contracts of affreightment, time
charters, bareboat charters and voyage charters. Voyage revenues are affected by hire rates and the
number of days a vessel operates. Voyage revenues are also affected by the mix of business between
contracts of affreightment, time charters, bareboat charters and voyage charters. Hire rates for
voyage charters are more volatile, as they are typically tied to prevailing market rates at the
time of a voyage.
Voyage Expenses. 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. Voyage expenses are typically paid by the customer under time charters and
bareboat charters and by the shipowner under voyage charters and contracts of affreightment. When
we pay voyage expenses, they typically are added to the hire rates at an approximate cost.
Net Voyage Revenues. Net voyage revenues represent voyage revenues less voyage expenses incurred by
us. Because the amount of voyage expenses we incur for a particular charter depends upon the type
of charter, we use net voyage revenues to improve the comparability between periods of reported
revenues that are generated by the different types of charters. We principally use net voyage
revenues, a non-GAAP financial measure, because it provides more meaningful information to us about
the deployment of our vessels and their performance than voyage revenues, the most directly
comparable financial measure under accounting principles generally accepted in the United States
(or GAAP).
Vessel Operating Expenses. Under all types of charters except for bareboat charters, the shipowner
is responsible for vessel operating expenses, which include crewing, repairs and maintenance,
insurance, stores, lube oils and communication expenses. The two largest components of our vessel
operating expenses are crews and repairs and maintenance.
Expenses for repairs and maintenance tend to fluctuate from period to period because most repairs
and maintenance typically occur during periodic drydockings. Please read Drydocking below. We
expect these expenses to increase as the fleet matures and expands.
Time Charter Hire Expenses. Time charter hire expenses represent the cost to charter-in a vessel
for a fixed period of time.
Income from Vessel Operations. To assist us in evaluating operations by segment, we sometimes
analyze the income we receive from each segment after deducting operating expenses, but prior to
the deduction of interest expense, taxes, foreign currency exchange gains and losses and other
income and losses.
Drydocking. We must periodically drydock our shuttle tankers and conventional oil tankers for
inspection, repairs and maintenance and any modifications to comply with industry certification or
governmental requirements. We may drydock FSO units if we desire to qualify them for shipping
classification. Generally, each shuttle tanker and conventional oil tanker is drydocked every two
and a half to five years, depending upon the type of vessel and its age. We capitalize a
substantial portion of the costs incurred during drydocking and amortize those costs on a
straight-line basis from the completion of a drydocking to the estimated completion of the next
drydocking. We expense as incurred costs for routine repairs and maintenance performed during
drydocking that do not improve or extend the useful lives of the assets. The number of drydockings
undertaken in a given period and the nature of the work performed determine the level of drydocking
expenditures.
36
Depreciation and Amortization. Depreciation and amortization expense typically consists of:
|
|
|
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. |
Revenue Days. Revenue days are the total number of calendar days our vessels were in our possession
during a period, less the total number of off-hire days during the period associated with major
repairs, or drydockings. Consequently, revenue days represent the total number of days available
for the vessel to earn revenue. Idle days, which are days when the vessel is available to earn
revenue, yet is not employed, are included in revenue days. We use revenue days to show changes in
net voyage revenues between periods.
Calendar-Ship-Days. Calendar-ship-days are equal to the total number of calendar days that our
vessels were in our possession during a period. We use calendar-ship-days primarily to highlight
changes in vessel operating expenses, time charter hire expense and depreciation and amortization.
For periods prior to our initial public offering in December 2006, calendar-ship days are based on
OPCOs owned and chartered-in fleet, excluding vessels owned by OPCOs five 50% owned subsidiaries.
For periods on or after our initial public offering, calendar-ship days are based on our and OPCOs
owned and chartered-in fleet, including vessels owned by our 50% owned subsidiaries, as OPCO
obtained control of five of these subsidiaries as of December 1, 2006, and we purchased a 50%
interest in one subsidiary in July 2007.
VOC Equipment. We assemble, install, operate and lease equipment that reduces volatile organic
compound emissions (or VOC equipment) during loading, transportation and storage of oil and oil
products. Leasing of the VOC equipment is accounted for as a direct financing lease, with lease
payments received being allocated between the net investment in the lease and other income using
the effective interest method so as to produce a constant periodic rate of return over the lease
term.
Items You Should Consider When Evaluating Our Results
You should consider the following factors when evaluating our historical financial performance and
assessing our future prospects:
|
|
|
Our financial results reflect the results of the interests in vessels acquired from
Teekay Corporation for all periods the vessels were under common control. In July 2007,
we acquired from Teekay Corporation ownership of its 100% interest in the 2000-built
shuttle tanker Navion Bergen and its 50% interest in the 2006-built shuttle tanker Navion
Gothenburg. The acquisitions included the assumption of debt, related interest rate swap
agreements and Teekay Corporations rights and obligations under 13-year, fixed-rate
bareboat charters. In October 2007, we acquired from Teekay Corporation its interest in the
FSO unit Dampier Spirit, along with its 7-year fixed-rate time-charter. In June 2008, we
acquired from Teekay Corporation its interests in two 2008-built Aframax lightering
tankers, the SPT Explorer and the SPT Navigator. This acquisition included the assumption
of debt and Teekay Corporations rights and obligations under the 10-year, fixed-rate
bareboat charters (with options exercisable by the charterer to extend up to an additional
five years). |
|
|
|
|
These transactions were deemed to be business acquisitions between entities under common
control. Accordingly, we have accounted for these transactions in a manner similar to the
pooling of interest method. Under this method of accounting, our financial statements prior
to the date the interests in these vessels were actually acquired by us are retroactively
adjusted to include the results of these acquired vessels. The periods retroactively adjusted
include all periods that we and the acquired vessels were both under common control of Teekay
Corporation and had begun operations. As a result, our statements of income (loss) for the
years ended December 31, 2008, 2007 and 2006 reflect these vessels and their results of
operations, referred to herein as the Dropdown Predecessor, as if we had acquired them when
each respective vessel began operations under the ownership of Teekay Corporation. These
vessels began operations on April 16, 2007 (Navion Bergen), July 24, 2007 (Navion
Gothenburg), March 15, 1998 (Dampier Spirit), January 7, 2008 (SPT Explorer) and March 28,
2008 (SPT Navigator). |
|
|
|
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, the average number of owned vessels in our conventional tanker
fleet increased from 9 in 2007 to 11 in 2008. 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 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 and 2008 and has
continued to date during 2009. |
|
|
|
Our financial results of operations are affected by fluctuations in currency exchange
rates. Under GAAP, all foreign currency-denominated monetary assets and liabilities, such
as cash and cash equivalents, accounts receivable, accounts payable, advances from
affiliates and deferred income taxes are revalued and reported based on the prevailing
exchange rate at the end of the period. OPCO has entered into services agreements with
subsidiaries of Teekay Corporation whereby the subsidiaries operate and crew the vessels.
Under the services agreements, the applicable sunsidiaries of Teekay Corporation are paid
in U.S. dollars for reasonable direct and indirect expenses, incurred in providing the
services. A substantial majority of those expenses are in Norwegian Kroner. The Teekay
Corporation subsidiaries were paid under the services agreements based on a fixed U.S.
dollar / Norwegian Kroner exchange rate until December 31, 2008. The exchange rate is no
longer fixed under these agreements, which may result in increased payments by us if the
strength of the U.S. Dollar declines relative to the Norwegian Kroner. |
|
|
|
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. |
|
|
|
The amount and timing of drydockings of our vessels can significantly affect our
revenues between periods. During 2006 to 2008, our vessels were offhire at various points
of time due to scheduled and unscheduled maintenance. The financial impact from these
periods of offhire, if material, is explained in further detail below in Results of
Operations. |
37
We manage our business and analyze and report our results of operations on the basis of three
business segments: the shuttle tanker segment, the conventional tanker segment and the FSO segment.
Year Ended December 31, 2008 versus Year Ended December 31, 2007
Shuttle Tanker Segment
Our shuttle tanker fleet consists of 37 vessels that operate under fixed-rate contracts of
affreightment, time charters and bareboat charters. Of the 37 shuttle tankers, 25 are owned by OPCO
(including 5 through 50% owned subsidiaries), 10 are chartered-in by OPCO and 2 are owned by us
(including one through a 50% owned subsidiary). All of these shuttle tankers provide
transportation services to energy companies, primarily in the North Sea and Brazil. Our shuttle
tankers service the conventional spot market from time to time where spot rates during 2009 have
experienced significant declines compared to 2008 as a result of the contraction in the global
economy.
The following table presents our shuttle tanker segments operating results for the years ended
December 31, 2008 and 2007, and compares its net voyage revenues (which is a non-GAAP financial
measure) for the years ended December 31, 2008 and 2007 to voyage revenues, the most directly
comparable GAAP financial measure, for the same periods. The following table also provides a
summary of the changes in calendar-ship-days by owned and chartered-in vessels for our shuttle
tanker segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
(in thousands of U.S. dollars, except calendar-ship-days and percentages) |
|
2008 |
|
|
2007 |
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage revenues |
|
|
650,896 |
|
|
|
590,611 |
|
|
|
10.2 |
|
Voyage expenses |
|
|
169,578 |
|
|
|
114,157 |
|
|
|
48.5 |
|
|
|
|
|
|
|
|
|
|
|
Net voyage revenues |
|
|
481,318 |
|
|
|
476,454 |
|
|
|
1.0 |
|
Vessel operating expenses |
|
|
132,415 |
|
|
|
103,809 |
|
|
|
27.6 |
|
Time-charter hire expense |
|
|
132,234 |
|
|
|
150,463 |
|
|
|
(12.1 |
) |
Depreciation and amortization |
|
|
91,846 |
|
|
|
86,502 |
|
|
|
6.2 |
|
General and administrative (1) |
|
|
51,996 |
|
|
|
50,776 |
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
Income from vessel operations |
|
|
72,827 |
|
|
|
84,904 |
|
|
|
(14.2 |
) |
|
|
|
|
|
|
|
|
|
|
Calendar-Ship-Days |
|
|
|
|
|
|
|
|
|
|
|
|
Owned Vessels |
|
|
9,765 |
|
|
|
9,180 |
|
|
|
6.4 |
|
Chartered-in Vessels |
|
|
3,624 |
|
|
|
4,297 |
|
|
|
(15.7 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
13,389 |
|
|
|
13,477 |
|
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 average size of our owned shuttle tanker fleet increased for 2008 compared to 2007, primarily
due to:
|
|
|
the acquisition in July 2007 of a 2000-built shuttle tanker (the Navion Bergen) and a
50% interest in a 2006-built shuttle-tanker (the Navion Gothenburg) (or the 2007 Shuttle
Tanker Acquisitions). However, as a result of the inclusion of the Dropdown Predecessor,
the Navion Bergen had been included for accounting purposes in our results as if it had
been acquired on April 16, 2007, when it completed its conversion and began operations as a
shuttle tanker for Teekay Corporation. The Navion Gothenburg completed its conversion and
began operations as a shuttle tanker concurrently with its acquisition by us in July 2007.
Please read Items You Should Consider When Evaluating Our Results of Operations Our
financial results reflect the results of the interests in vessels acquired from Teekay
Corporation for all periods the vessels were under common control above; and |
|
|
|
the purchase of a previously in-chartered shuttle tanker, which was delivered to us in
late March 2008 (or the 2008 Shuttle Tanker Acquisition) |
The average size of our chartered-in shuttle tanker fleet decreased in 2008 compared to 2007,
primarily due to:
|
|
|
the redelivery of two chartered-in vessels back to their owners in December 2007 and
June 2008, respectively; and |
|
|
|
the 2008 Shuttle Tanker Acquisition. |
Net Voyage Revenues. Net voyage revenues increased slightly for 2008 from 2007, primarily due to:
|
|
|
an increase of $10.2 million due to the 2007 Shuttle Tanker Acquisitions (including the
impact of the Dropdown Predecessor); |
|
|
|
an increase of $9.6 million due to more revenue days from shuttle tankers servicing
contracts of affreightment and the conventional spot market and earning a higher average
daily charter rate than the same period last year; |
|
|
|
an increase of $2.5 million due to the redeployment of one shuttle tanker from servicing
contracts of affreightment to a time-charter effective October 2007, and earning a higher
average daily charter rate than for the same period last year; and |
|
|
|
an increase of $2.3 million due to the recovery of certain Norwegian environmental taxes
as voyage expenses from our customers on the Heidrun oil field in 2008; |
38
partially offset by
|
|
|
a decrease of $10.0 million due to declining oil production at mature oil fields in the
North Sea that are serviced by certain shuttle tankers on contracts of affreightment; |
|
|
|
a decrease of $3.9 million due to an increased number of offhire days resulting from an
increase in scheduled drydockings and unexpected repairs performed for 2008 compared to
2007; |
|
|
|
a decrease of $3.4 million due to customer performance claims under the terms of charter
party agreements; and |
|
|
|
a decrease of $3.0 million due to an increase in bunker costs which are not passed on to
the charterer under certain contracts. |
Vessel Operating Expenses. Vessel operating expenses increased for 2008 from 2007, primarily due
to:
|
|
|
an increase of $13.6 million in salaries for crew and officers primarily due to general
wage escalations and a change in the crew rotation system; |
|
|
|
an increase of $5.3 million relating to an increase in services due to the rising cost
of consumables, lubes, and freight; |
|
|
|
an increase of $4.4 million relating to the 2008 Shuttle Tanker Acquisition; |
|
|
|
an increase of $3.4 million relating to repairs and maintenance performed for certain
vessels those periods; and |
|
|
|
an increase of $1.4 million relating to the unrealized change in fair value of our
foreign currency forward contracts. |
Time-Charter Hire Expense. Time-charter hire expense decreased for 2008 from 2007, primarily due
to:
|
|
|
a decrease of $17.4 million due to redelivery of two chartered-in vessels back to their
owners in December 2007 and June 2008, respectively; and |
|
|
|
a decrease of $9.0 million due to the 2008 Shuttle Tanker Acquisition; |
partially offset by
|
|
|
by an increase of $8.0 million due to an increase in spot chartered-in vessels during
2008. |
Depreciation and Amortization. Depreciation and amortization expense increased for 2008 from 2007,
primarily due to:
|
|
|
an increase of $2.8 million due to the 2007 Shuttle Tanker Acquisitions (including the
impact of the Dropdown Predecessor); and |
|
|
|
an increase of $1.6 million due to the 2008 Shuttle Tanker Acquisition. |
Conventional Tanker Segment
OPCO owns 11 Aframax conventional crude oil tankers, 9 of which operate under fixed-rate time
charters with Teekay Corporation. The remaining 2 vessels, which have additional equipment for
lightering, operate under fixed-rate bareboat charters with Skaugen PetroTrans, Teekay
Corporations 50%-owned joint venture.
The following table presents our conventional tanker segments operating results for the years
ended December 31, 2008 and 2007, and compares its net voyage revenues (which is a non-GAAP
financial measure) for the years ended December 31, 2008 and 2007 to voyage revenues, the most
directly comparable GAAP financial measure, for the same periods. The following table also provides
a summary of the changes in calendar-ship-days for our conventional tanker segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
(in thousands of U.S. dollars, except calendar-ship-days and percentages) |
|
2008 |
|
|
2007 |
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage revenues |
|
|
153,200 |
|
|
|
135,922 |
|
|
|
12.7 |
|
Voyage expenses |
|
|
53,722 |
|
|
|
36,594 |
|
|
|
46.8 |
|
|
|
|
|
|
|
|
|
|
|
Net voyage revenues |
|
|
99,478 |
|
|
|
99,328 |
|
|
|
0.2 |
|
Vessel operating expenses |
|
|
25,156 |
|
|
|
24,175 |
|
|
|
4.1 |
|
Depreciation and amortization |
|
|
22,901 |
|
|
|
21,324 |
|
|
|
7.4 |
|
General and administrative (1) |
|
|
8,674 |
|
|
|
7,828 |
|
|
|
10.8 |
|
|
|
|
|
|
|
|
|
|
|
Income from vessel operations |
|
|
42,747 |
|
|
|
46,001 |
|
|
|
(7.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calendar-Ship-Days |
|
|
|
|
|
|
|
|
|
|
|
|
Owned Vessels |
|
|
3,931 |
|
|
|
3,405 |
|
|
|
15.4 |
|
|
|
|
(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). |
39
The average size of the conventional crude oil tanker fleet increased for 2008 compared to 2007,
primarily due:
|
|
|
In June 2008, OPCO acquired the lightering tankers SPT Explorer and SPT Navigator
(collectively, the 2008 Conventional Tanker Acquisitions), which operate under fixed-rate
bareboat charters to Teekay Corporations 50% owned joint venture company, Skaugen
PetroTrans. (However, as a result of the inclusion of the Dropdown Predecessor, the SPT
Explorer and the SPT Navigator have been included for accounting purposes in our results as
if they were acquired on January 7, 2008 and March 28, 2008, respectively, when they
completed construction and began operations as conventional tankers for Teekay Corporation.
Please read Items You Should Consider When Evaluating Our Results of Operations Our
financial results reflect the results of the interests in vessels acquired from Teekay
Corporation for all periods the vessels were under common control above); |
partially offset by
|
|
|
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 vessels conversion to an FSO unit, it was
included as a conventional crude oil tanker within the conventional tanker segment). |
Net Voyage Revenues. Net voyage revenues increased slightly for 2008 compared to 2007, primarily
due:
|
|
|
an increase of $8.6 million due to the 2008 Conventional Tanker Acquisitions (including
the impact of the Dropdown Predecessor); |
|
|
|
an increase of $3.6 million due to an increase in the daily hire rates for all nine
time-charter contracts with Teekay Corporation; and |
|
|
|
a relative increase of $1.9 million due to fewer scheduled drydockings; |
partially offset by
|
|
|
a decrease of $10.1 million in net bunker revenues (under the terms of eight of the nine
time-charter contracts with Teekay Corporation, OPCO is responsible for the bunker fuel
expenses and the approximate amounts of these expenses are added to the daily hire rate;
during the annual review of the daily hire rate in the third quarter of 2007, the rate per
day was adjusted downwards based on the average daily bunker consumption for the preceding
year); and |
|
|
|
a decrease of $3.4 million due to the transfer of the Navion Saga to the FSO segment in
early May 2007. |
Vessel Operating Expenses. Vessel operating expenses increased for 2008 from 2007, primarily due
to:
|
|
|
an increase of $1.5 million in salaries for crew and officers, primarily due to general
wage escalations; and |
|
|
|
an increase of $1.1 million due to an increase in prices for consumables, freight and
lubricants; |
partially offset by
|
|
|
a decrease of $1.4 million due to the transfer of the Navion Saga to the FSO segment in
early May 2007. |
Depreciation and Amortization. Depreciation and amortization expense increased for 2008 from 2007,
primarily due to:
|
|
|
an increase of $2.8 million due to the 2008 Conventional Tanker Acquisitions (including
the impact of the Dropdown Predecessor); |
partially offset by
|
|
|
a decrease of $1.1 million from the transfer of the Navion Saga to the FSO segment in
early May 2007. |
FSO Segment
We own five FSO units that operate under fixed-rate time charters or fixed-rate bareboat charters.
FSO units provide an on-site storage solution to oil field installations that have no oil storage
facilities or that require supplemental storage.
The following table presents our FSO segments operating results for the years ended December 31,
2008 and 2007, and compares its net voyage revenues (which is a non-GAAP financial measure) for the
years ended December 31, 2008 and 2007 to voyage revenues, the most directly comparable GAAP
financial measure, for the same periods. The following table also provides a summary of the changes
in calendar-ship-days for our FSO segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
(in thousands of U.S. dollars, except calendar-ship-days and percentages) |
|
2008 |
|
|
2007 |
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage revenues |
|
|
68,396 |
|
|
|
58,670 |
|
|
|
16.6 |
|
Voyage expenses |
|
|
1,729 |
|
|
|
886 |
|
|
|
95.1 |
|
|
|
|
|
|
|
|
|
|
|
Net voyage revenues |
|
|
66,667 |
|
|
|
57,784 |
|
|
|
15.4 |
|
Vessel operating expenses |
|
|
26,845 |
|
|
|
21,676 |
|
|
|
23.8 |
|
Depreciation and amortization |
|
|
23,690 |
|
|
|
16,544 |
|
|
|
43.2 |
|
General and administrative (1) |
|
|
3,560 |
|
|
|
3,800 |
|
|
|
(6.3 |
) |
|
|
|
|
|
|
|
|
|
|
Income from vessel operations |
|
|
12,572 |
|
|
|
15,764 |
|
|
|
(20.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Calendar-Ship-Days |
|
|
|
|
|
|
|
|
|
|
|
|
Owned Vessels |
|
|
1,830 |
|
|
|
1,705 |
|
|
|
7.3 |
|
|
|
|
(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). |
40
During 2007, we were deemed to have operated four FSO units, including the Dampier Spirit as a
result of the inclusion of the Dropdown Predecessor, which we acquired from Teekay Corporation in
October 2007. The Dampier Spirit has been included in our results as if it was acquired on January
1, 2007. Please read Items You Should Consider When Evaluating Our Results of Operations Our
financial results reflect the results of the interests in vessels acquired from Teekay Corporation
for all periods the vessels were under common control above.
A fifth FSO unit, the Navion Saga, was operated as a conventional crude oil tanker within our
conventional tanker segment until May 2007, as discussed above.
Net Voyage Revenues. Net voyage revenues increased during for 2008 from 2007, primarily due to:
|
|
|
an increase of $6.9 million from the inclusion of the Navion Saga in the FSO segment
from May 2007; and |
|
|
|
a relative increase of $3.3 million from the Dampier Spirit being offhire for 110 days
during the first half of 2007 due to a scheduled drydock; |
partially offset by
|
|
|
a relative decrease due to the receipt of a mobilization fee of $3.5 million during
2007. |
Vessel Operating Expenses. Vessel operating expenses increased for 2008 from 2007, primarily due to
the inclusion of the Navion Saga in the FSO segment from May 2007.
Depreciation and Amortization. Depreciation and amortization expense increased for 2008 from 2007,
primarily due to the inclusion of the Navion Saga in the FSO segment from May 2007.
Other Operating Results
General and Administrative Expenses. General and administrative expenses have increased to $64.2
million in 2008 from $62.4 million for 2007, primarily due to:
|
|
|
an increase of $6.8 million, primarily due to an increase in crew training costs; |
partially offset by
|
|
|
a decrease of $5.4 million in management fees payable to a subsidiary of Teekay
Corporation for services rendered to us during 2008. Included in the management fee is an
allocation of accrued costs relating to a long-term incentive plan (the Vision Incentive
Plan or VIP) maintained by Teekay Corporation for the benefit of its senior management,
some of whom provide services to us. As a result of decreases in Teekay Corporations share
price, there was a decrease in the accrual of the long-term incentive plan compensation
expense for 2008. |
Interest Expense. Interest expense increased to $215.7 million for 2008, from $126.3 million for
2007, primarily due to:
|
|
|
an increase of $86.8 million relating to the unrealized change in fair value of our
interest rate swaps; |
|
|
|
an increase of $7.0 million due to the assumption of debt relating to the 2007 Shuttle
Tanker Acquisitions and the 2008 Conventional Tanker Acquisitions; and |
|
|
|
an increase of $4.3 due to the increase in debt relating to the purchase of the Dampier
Spirit; |
partially offset by
|
|
|
a decrease of $5.4 million relating to the timing difference in the reset dates between
OPCOs loans and related interest rate swaps; and |
|
|
|
a decrease of $4.1 million relating to the scheduled repayment of debt during 2007 and
2008 for five of our subsidiaries. |
We have not designated our interest rate swaps as hedges for accounting purposes and as such, the
unrealized changes in the fair values of the swaps are reflected in interest expense in our
consolidated statements of income (loss).
Foreign Currency Exchange Gains (Losses). Foreign currency exchange gains was $4.3 million for 2008
compared to a $11.7 million loss for 2007. Our foreign currency exchange losses and gains,
substantially all of which are unrealized, are due primarily to the relevant period-end revaluation
of Norwegian Kroner-denominated monetary assets and liabilities for financial reporting purposes.
Gains reflect a stronger U.S. Dollar against the Kroner on the date of revaluation or settlement
compared to the rate in effect at the beginning of the period. Losses reflect a weaker U.S. Dollar
against the Norwegian Kroner on the date of revaluation or settlement compared to the rate in
effect at the beginning of the period.
Income Tax Recovery (Expense). Income tax recovery was $56.7 million for 2008 compared to $10.5
million for 2007. The $46.2 million increase to income tax recoveries was primarily due to an
increase in deferred income tax recoveries relating to unrealized foreign exchange translation
losses.
Other Income. Other income for 2008 and 2007 was $11.9 million and $10.4 million, respectively,
which was primarily comprised of leasing income from our VOC equipment.
Net (Loss) Income. As a result of the foregoing factors, net income decreased to a loss of $17.6
million for 2008, from income of $4.0 million for 2007.
41
Year Ended December 31, 2007 versus Year Ended December 31, 2006
Shuttle Tanker Segment
The following table presents our shuttle tanker segments operating results for the years ended
December 31, 2007 and 2006, and compares its net voyage revenues (which is a non-GAAP financial
measure) for the years ended December 31, 2007 and 2006 to voyage revenues, the most directly
comparable GAAP financial measure, for the same periods. The following table also provides a
summary of the changes in calendar-ship-days by owned and chartered-in vessels for our shuttle
tanker segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
(in thousands of U.S. dollars, except calendar-ship-days and percentages) |
|
2007 |
|
|
2006 |
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage revenues |
|
|
590,611 |
|
|
|
535,972 |
|
|
|
10.2 |
|
Voyage expenses |
|
|
114,157 |
|
|
|
88,446 |
|
|
|
29.1 |
|
|
|
|
|
|
|
|
|
|
|
Net voyage revenues |
|
|
476,454 |
|
|
|
447,526 |
|
|
|
6.5 |
|
Vessel operating expenses |
|
|
103,809 |
|
|
|
80,307 |
|
|
|
29.3 |
|
Time-charter hire expense |
|
|
150,463 |
|
|
|
165,614 |
|
|
|
(9.1 |
) |
Depreciation and amortization |
|
|
86,502 |
|
|
|
71,367 |
|
|
|
21.2 |
|
General and administrative (1) |
|
|
50,776 |
|
|
|
50,353 |
|
|
|
0.8 |
|
Gain on sale of vessels and equipment net of writedowns |
|
|
|
|
|
|
(4,778 |
) |
|
|
(100.0 |
) |
|
|
|
|
|
|
|
|
|
|
Income from vessel operations |
|
|
84,904 |
|
|
|
84,663 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Calendar-Ship-Days |
|
|
|
|
|
|
|
|
|
|
|
|
Owned Vessels |
|
|
9,180 |
|
|
|
7,559 |
|
|
|
21.4 |
|
Chartered-in Vessels |
|
|
4,297 |
|
|
|
4,824 |
|
|
|
(10.9 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
13,477 |
|
|
|
12,383 |
|
|
|
8.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 average size of our owned shuttle tanker fleet increased for 2007 compared to 2006, primarily
due to:
|
|
|
the consolidation into our results of the five vessels owned by OPCOs 50% owned
subsidiaries, effective December 1, 2006 upon amendments to the applicable operating
agreements that granted OPCO control of the subsidiaries (the Consolidation of 50%-Owned
Subsidiaries). Prior to December 1, 2006, these entities were equity accounted for as joint
ventures. Please read Items You Should Consider When Evaluating Our Results of
Operations Amendments to certain operating agreements in December 2006 have resulted in
five 50% owned subsidiaries being consolidated with us under GAAP above; and |
|
|
|
the acquisition in July 2007 of a 2000-built shuttle tanker (the Navion Bergen) and a
50% interest in a 2006-built shuttle-tanker (the Navion Gothenburg) (the 2007 Shuttle
Tanker Acquisitions). (However, as a result of the inclusion of the Dropdown Predecessor,
the Navion Bergen had been included for accounting purposes in our results as if it had
been acquired on April 16, 2007, when it completed its conversion and began operations as a
shuttle tanker for Teekay Corporation. The Navion Gothenburg completed its conversion and
began operations as a shuttle tanker concurrently with its acquisition in July 2007. Please
read Items You Should Consider When Evaluating Our Results of Operations Our financial
results reflect the results of the interests in vessels acquired from Teekay Corporation
for all periods the vessels were under common control above); |
partially offset by
|
|
|
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 average size of our chartered-in shuttle tanker fleet decreased in 2007 compared to 2006,
primarily due to:
|
|
|
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). |
Net Voyage Revenues. Net voyage revenues increased for 2007 from 2006, primarily due to:
|
|
|
an increase of $40.8 million due to the Consolidation of 50%-Owned Subsidiaries; |
|
|
|
an increase of $12.2 million due to the 2007 Shuttle Tanker Acquisitions (including the
impact of the Dropdown Predecessor); and |
|
|
|
an increase of $3.6 million due to the renewal of certain vessels on time charter
contracts at higher daily rates during 2006; |
42
partially offset by
|
|
|
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. |
Vessel Operating Expenses. Vessel operating expenses increased for 2007 from 2006, primarily due
to:
|
|
|
an increase of $17.3 million due to the Consolidation of 50%-Owned Subsidiaries; |
|
|
|
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; |
partially offset by
|
|
|
a decrease of $3.2 million due to the 2006 Shuttle Tanker Dispositions. |
Time-Charter Hire Expense. Time-charter hire expense decreased for 2007 from 2006, primarily due to
the decrease in the average number of vessels chartered-in.
Depreciation and Amortization. Depreciation and amortization expense increased for 2007 from 2006,
primarily due to:
|
|
|
an increase of $13.7 million due to the Consolidation of 50%-Owned Subsidiaries; |
|
|
|
an increase of $4.1 million due to the 2007 Shuttle Tanker Acquisitions (including the
impact of the Dropdown Predecessor); and |
|
|
|
an increase of $3.9 million from the amortization of vessel upgrades and drydock costs
incurred during 2006 and 2007; |
partially offset by
|
|
|
a decrease of $5.7 million relating to the 2006 Shuttle Tanker Dispositions. |
Gain on sale of vessels equipment net of writedowns. Gain on sale of vessels and equipment net
of writedowns for 2006 was a net gain of $4.8 million, which was comprised primarily of:
|
|
|
a $6.4 million gain relating to the sale of a 1981-built shuttle tanker (the Nordic
Laurita) in July 2006; |
partially offset by
|
|
|
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)). |
Conventional Tanker Segment
The following table presents our conventional tanker segments operating results for the years
ended December 31, 2007 and 2006, and compares its net voyage revenues (which is a non-GAAP
financial measure) for the years ended December 31, 2007 and 2006 to voyage revenues, the most
directly comparable GAAP financial measure, for the same periods. The following table also provides
a summary of the changes in calendar-ship-days for our conventional tanker segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
(in thousands of U.S. dollars, except calendar-ship-days and percentages) |
|
2007 |
|
|
2006 |
|
|
% Change |
|
|
Voyage revenues |
|
|
135,922 |
|
|
|
70,056 |
|
|
|
94.0 |
|
Voyage expenses |
|
|
36,594 |
|
|
|
4,892 |
|
|
|
648.0 |
|
|
|
|
|
|
|
|
|
|
|
Net voyage revenues |
|
|
99,328 |
|
|
|
65,164 |
|
|
|
52.4 |
|
Vessel operating expenses |
|
|
24,175 |
|
|
|
19,378 |
|
|
|
24.8 |
|
Depreciation and amortization |
|
|
21,324 |
|
|
|
21,212 |
|
|
|
0.5 |
|
General and administrative (1) |
|
|
7,828 |
|
|
|
11,789 |
|
|
|
(33.6 |
) |
Restructuring charge |
|
|
|
|
|
|
832 |
|
|
|
(100.0 |
) |
|
|
|
|
|
|
|
|
|
|
Income from vessel operations |
|
|
46,001 |
|
|
|
11,953 |
|
|
|
284.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Calendar-Ship-Days |
|
|
|
|
|
|
|
|
|
|
|
|
Owned Vessels |
|
|
3,405 |
|
|
|
3,650 |
|
|
|
(6.7 |
) |
|
|
|
(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). |
43
The average size of the conventional crude oil tanker fleet decreased for 2007 compared to 2006,
primarily due to the transfer of the Navion Saga from the conventional tanker segment 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.
Net Voyage Revenues. Net voyage revenues increased for 2007 from 2006, primarily due to 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 OPCOs nine conventional
tankers).
Vessel Operating Expenses. Vessel operating expenses increased for 2007 from 2006, primarily due to
an increase in salaries for crew and officers as a result of general wage escalations and an
increase in services and repairs and maintenance. In addition, one of the nine owned Aframax
conventional tankers was employed by Teekay Corporation during 2006 on a short-term
bareboat-charter under which the customer was responsible for vessel operating expenses, and was
employed during 2007 on a time-charter contract under which we are responsible for vessel operating
expenses.
Depreciation and Amortization. Depreciation and amortization expense increased slightly for 2007
from 2006, primarily due to an increase from the amortization of drydock costs incurred during
2007, partially offset by a $1.3 million decrease due to the transfer of the Navion Saga to the FSO
segment in early May 2007.
FSO Segment
The following table presents our FSO segments operating results for the years ended December 31,
2007 and 2006, and compares its net voyage revenues (which is a non-GAAP financial measure) for the
years ended December 31, 2007 and 2006 to voyage revenues, the most directly comparable GAAP
financial measure, for the same periods. The following table also provides a summary of the changes
in calendar-ship-days for our FSO segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
(in thousands of U.S. dollars, except calendar-ship-days and percentages) |
|
2007 |
|
|
2006 |
|
|
% Change |
|
|
Voyage revenues |
|
|
58,670 |
|
|
|
35,883 |
|
|
|
63.5 |
|
Voyage expenses |
|
|
886 |
|
|
|
1,085 |
|
|
|
(18.3 |
) |
|
|
|
|
|
|
|
|
|
|
Net voyage revenues |
|
|
57,784 |
|
|
|
34,798 |
|
|
|
66.1 |
|
Vessel operating expenses |
|
|
21,676 |
|
|
|
12,603 |
|
|
|
72.0 |
|
Depreciation and amortization |
|
|
16,544 |
|
|
|
11,970 |
|
|
|
38.2 |
|
General and administrative (1) |
|
|
3,800 |
|
|
|
3,049 |
|
|
|
24.6 |
|
|
|
|
|
|
|
|
|
|
|
Income from vessel operations |
|
|
15,764 |
|
|
|
7,176 |
|
|
|
119.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Calendar-Ship-Days |
|
|
|
|
|
|
|
|
|
|
|
|
Owned Vessels |
|
|
1,705 |
|
|
|
1,460 |
|
|
|
16.8 |
|
|
|
|
(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). |
During 2006, we were deemed to have operated four FSO units, including the Dampier Spirit as a
result of the inclusion of the Dropdown Predecessor, which we acquired from Teekay Corporation in
October 2007. The Dampier Spirit has been included in our results as if it was acquired on March
15, 1998, when it completed its conversion and began operations as a FSO unit for Teekay
Corporation. Please read Items You Should Consider When Evaluating Our Results of Operations Our
financial results reflect the results of the interests in vessels acquired from Teekay Corporation
for all periods the vessels were under common control above.
As described above, a fifth FSO unit, the Navion Saga, was transferred from the conventional tanker
segment 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. The change in operating
results for the FSO segment from 2006 to 2007 was primarily due to the inclusion of the Navion
Saga.
Other Operating Results
General and Administrative Expenses. General and administrative expenses decreased slightly to
$62.4 million for 2007, from $65.2 million for 2006, primarily due to:
|
|
|
a decrease in management fees owing to subsidiaries of Teekay Corporation (prior to our
initial public offering, general and administrative expenses were allocated based on OPCOs
proportionate share of Teekay Corporations 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); |
partially offset by
|
|
|
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. |
44
Interest Expense. Interest expense increased to $126.3 million for 2007, from $66.1 million for
2006, primarily due to:
|
|
|
an increase of $48.9 million relating to the unrealized change in fair value of our
interest rate swaps; |
|
|
|
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 50%-Owned Subsidiaries; and |
|
|
|
increase of $4.7 million due to the assumption of debt relating to the 2007 Shuttle
Tanker Acquisitions (including the Navion Bergens interest expense from April 16, 2007
until we acquired it on July 1, 2007); |
partially offset by
|
|
|
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. |
We have not designated our interest rate swaps as hedges for accounting purposes, and as such, the
unrealized changes in fair value of the swaps are reflected in interest expense in our consolidated
statements of income (loss).
Equity Income From Joint Ventures. Equity income from OPCOs 50% joint ventures was $6.3 million
for 2006. On December 1, 2006, the operating agreements for these joint ventures were amended,
resulting in OPCO obtaining control of these entities and, consequently, OPCO has consolidated
these entities since December 1, 2006.
Foreign Currency Exchange Losses. Foreign currency exchange loss was $11.7 million for 2007
compared to a $66.3 million loss for 2006. In 2006, the foreign currency exchange loss of $66.3
million was primarily due to the revaluation of Norwegian Kroner-denominated advances from
affiliates prior to our initial public offering. These foreign currency exchange losses and gains,
substantially all of which were unrealized, are due primarily to the relevant period-end
revaluation of Norwegian Kroner-denominated monetary assets and liabilities for financial reporting
purposes. Gains reflect a stronger U.S. Dollar against the Kroner on the date of revaluation or
settlement compared to the rate in effect at the beginning of the period. Losses reflect a weaker
U.S. Dollar against the Kroner on the date of revaluation or settlement compared to the rate in
effect at the beginning of the period.
Income Tax Recovery (Expense). Income tax recovery was $10.5 million for 2007 compared to an income
tax expense of $3.4 million for 2006. The $13.9 million increase to income tax recoveries was
primarily due to deferred income tax recoveries resulting from the financial restructuring of our
Norwegian shuttle tanker operations during 2006, partially offset by an increase in deferred income
tax expense relating to unrealized foreign exchange translation gains.
Other Income. Other income for 2007 and 2006 was $10.4 million and $8.7 million, respectively,
which was primarily comprised of leasing income from our VOC equipment.
Net Loss from Discontinued Operations. On July 1, 2006, OPCO sold Navion Shipping Ltd. to a
subsidiary of Teekay Corporation for $53.7 million. At the time of the sale, all of OPCOs
chartered-in conventional tankers were chartered-in by Navion Shipping Ltd. and subsequently time
chartered to a subsidiary of Teekay Corporation at charter rates that provided a fixed 1.25% profit
margin. These chartered-in conventional tankers were operated in the spot market by the subsidiary
of Teekay Corporation. These operations prior to July 1, 2006 were reported within the conventional
tanker segment. Net loss from discontinued operations was $10.5 million for 2006.
Net Income (Loss). As a result of the foregoing factors, net income increased to $4.0
million for 2007, from a net loss of $18.2 million for 2006.
Restructuring Costs
During 2009 we intend to reflag seven of our vessels from
Norwegian flag to Bahamian flag and change the nationality mix of our crews. Under
this plan, we will record and pay the restructuring charges of approximately $4.4 million during
2009. The actual charges are recorded in the period in which we commit to a formalized
restructuring plan or execute the specific actions contemplated by the program and all criteria for
restructuring charge recognition under the applicable accounting
guidance have been met. We expect the reflagging will result in a reduction in our crewing cost for these vessels.
Liquidity and Capital Resources
Liquidity and Cash Needs
As at December 31, 2008, our total cash and cash equivalents were $131.5 million, compared to
$121.2 million at December 31, 2007. Our total liquidity, including cash, cash equivalents and
undrawn long-term borrowings, was $274.2 million as at December 31, 2008, compared to
$286.7 million as at December 31, 2007. The decrease in liquidity was primarily the result of the
$16.7 million cash payment made to Teekay Corporation for the purchase of the subsidiaries that own
the lightering tankers, SPT Explorer and SPT Navigator, the payment of cash distributions by us and
OPCO and expenditures for vessels and equipment; partially offset by cash generated by our
operating activities.
45
In addition to distributions on our equity interests, our primary short-term liquidity needs are to
fund general working capital requirements and drydocking expenditures, while our long-term
liquidity needs primarily relate to expansion and investment capital expenditures and maintenance
capital expenditures and debt repayment. Expansion capital expenditures are primarily for the
purchase or construction of vessels to the extent the expenditures increase the operating capacity
of or revenue generated by our fleet, while maintenance capital expenditures primarily consist of
drydocking expenditures and expenditures to replace vessels in order to maintain the operating
capacity of or revenue generated by our fleet. Investment capital expenditures are those capital
expenditures that are neither maintenance capital expenditures nor expansion capital expenditures.
We believe that our existing cash and cash equivalents and undrawn long-term borrowings, in
addition to all other sources of cash including cash from operations, will be sufficient to meet
our existing liquidity needs for at least the next 12 months. Generally, our long-term sources of
funds are from cash from operations, long-term bank borrowings and other debt or equity financings,
or a combination thereof. Because we and OPCO distribute all of our and its available cash, we
expect that we and OPCO will rely upon external financing sources, including bank borrowings and
the issuance of debt and equity securities, to fund acquisitions and expansion and investment
capital expenditures, including opportunities we may pursue under the omnibus agreement with Teekay
Corporation and other of its affiliates.
Cash Flows. The following table summarizes our sources and uses of cash for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
($000s) |
|
|
($000s) |
|
|
|
|
|
|
|
|
|
|
Net cash flow from operating activities |
|
|
122,566 |
|
|
|
45,847 |
|
Net cash flow from (used in) financing activities |
|
|
38,806 |
|
|
|
(23,905 |
) |
Net cash flow used in investing activities |
|
|
(151,108 |
) |
|
|
(14,704 |
) |
Operating Cash Flows. Net cash flow from operating activities increased to $122.6 million for 2008
from $45.8 million for 2007, primarily due to a net decrease in non-cash working capital, a
decrease in distributions from subsidiaries to non-controlling interest owners, and a decrease in
drydocking expenditures; partially offset by an increase in vessel operating expenses due to a
trend of increasing crew compensation and an increase in interest expense from the increase in debt
due to our acquisition of the SPT Explorer, the SPT Navigator, the Navion Oslo, the Navion Bergen
and the Dampier Spirit, and our 50% interest in the Navion Gothenburg. Net cash flow from operating
activities depends upon the timing and amount of drydocking expenditures, repairs and maintenance
activity, vessel additions and dispositions, foreign currency rates, changes in interest rates,
fluctuations in working capital balances and spot market hire rates. The number of vessel
drydockings tends to be uneven between years.
Financing Cash Flows. Scheduled debt repayments were $68.0 million during 2008 compared to $17.3
million during 2007. Net proceeds from long-term debt of $191.0 million, partially offset by net
advances to affiliates of $46.5 million, were used to finance our acquisition of the SPT Explorer,
the SPT Navigator and the Navion Oslo, and to partially fund debt prepayments. The excess of the
purchase price over the contributed basis of the SPT Explorer and the SPT Navigator was $16.7
million and is reflected as a financing cash flow.
On June 18, 2008, we completed a follow-on public offering of 7.0 million common units at a price
of $20.00 per unit, for gross proceeds of $140.0 million. Concurrently with the public offering,
Teekay Corporation acquired 3.25 million of our common units in a private placement at the same
public offering price for $65.0 million. On July 16, 2008, the underwriters for the public offering
partially exercised their over-allotment option and purchased an additional 375,000 common units
for an additional $7.5 million in gross proceeds to us. As a result, we raised gross equity
proceeds of $216.8 million (including our general partners proportionate 2% capital contribution).
The net proceeds were used to fund the purchase of an additional 25% interest in OPCO. The excess
of the purchase price over the contributed basis of the 25% additional interest in OPCO was $91.6
million and is reflected as a financing cash flow.
Cash distributions paid by us during 2008 and 2007 totaled $42.2 million and $22.7 million,
respectively. Subsequent to December 31, 2008, cash distributions were declared and paid on
February 13, 2009 for the three months ended December 31, 2008 and totaled $13.9 million.
Investing Cash Flows. During 2008, net cash used by investing activities related primarily to the
$115.0 million acquisition from Teekay Corporation of an additional 25% interest in OPCO and $41.7
million for the acquisition of the Navion Oslo from a third party. Additionally, net cash used in
investing activities includes expenditures for vessels and equipment of $16.2 million and $21.0
million during 2008 and 2007, respectively, for vessels and equipment, and we paid $0.5 million and
$8.4 million, during 2008 and 2007, respectively, relating to investments in direct financing
leases. During 2008 and 2007, we received $22.4 million and $21.7 million, respectively, in
scheduled repayments from the leasing of our VOC equipment. During 2007 we also received $3.2
million in proceeds from the sale of certain offshore equipment.
Credit Facilities
As at December 31, 2008, our total debt was $1.57 billion, compared to $1.52 billion as at December
31, 2007. As at December 31, 2008, we had seven revolving credit facilities available, which, as at
such date, provided for borrowings of up to $1.46 billion, of which $142.7 million was undrawn. As
at December 31, 2008, five of our six 50% owned subsidiaries had an outstanding term loan, which,
in aggregate, totaled $252.2 million. The joint venture term loans reduce in semi-annual payments
with varying maturities through 2017. Please read Item 18 Financial Statements: Note 6
Long-Term Debt.
Our seven revolving credit facilities are described in Note 6, Long-Term Debt, to our consolidated
financial statements included in this report.
Five of the revolving credit facilities contain covenants that require OPCO to maintain the greater
of a minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at
least six months of maturity) of $75.0 million and 5.0% of OPCOs total consolidated debt. The
remaining two revolving credit facilities are guaranteed by Teekay Corporation and contain
covenants that require Teekay Corporation to maintain the greater of a minimum liquidity of $50.0
million and 5.0% of Teekay Corporations total debt, which has recourse to Teekay Corporation. As
at December 31, 2008, we, OPCO and, to our knowledge, Teekay Corporation were in compliance with
all of our and its covenants under these credit facilities.
46
The term loans of our 50% owned subsidiaries are collateralized by first-priority mortgages on the
vessels to which the loans relate, together with other related security. As at December 31, 2008,
we had guaranteed $76.0 million of these term loans, which represents our 50% share of the
outstanding vessel mortgage debt in five of these 50% owned joint venture companies. Teekay
Corporation and our joint venture partner have guaranteed the remaining $176.2 million.
Interest payments on the revolving credit facilities and term loans are based on LIBOR plus a
margin. At December 31, 2008, the margins ranged between 0.45% and 0.95%. At December 31, 2007 the
margins ranged between 0.45% and 0.80%.
All of our vessel financings are collateralized by the applicable vessels. The term loans used to
finance the five 50% owned joint venture shuttle tankers and our revolving credit facility
agreements contain typical covenants and other restrictions, including those that restrict the
relevant subsidiaries from:
|
|
|
incurring or guaranteeing indebtedness (applicable to our term loans and two of our
revolving credit facilities); |
|
|
|
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. |
We conduct our funding and treasury activities within corporate policies designed to minimize
borrowing costs and maximize investment returns while maintaining the safety of the funds and
appropriate levels of liquidity for our purposes. We hold cash and cash equivalents primarily in
U.S. Dollars.
Contractual Obligations and Contingencies
The following table summarizes our long-term contractual obligations as at December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
And |
|
|
and |
|
|
|
|
|
|
Total |
|
|
2009 |
|
|
2011 |
|
|
2013 |
|
|
Beyond 2013 |
|
|
|
(in millions of U.S. dollars) |
|
Long-term debt (1) |
|
|
1,566.4 |
|
|
|
125.5 |
|
|
|
304.0 |
|
|
|
302.5 |
|
|
|
834.4 |
|
Chartered-in vessels (operating leases) |
|
|
393.9 |
|
|
|
109.8 |
|
|
|
151.5 |
|
|
|
103.6 |
|
|
|
29.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations |
|
|
1,960.3 |
|
|
|
235.3 |
|
|
|
455.5 |
|
|
|
406.1 |
|
|
|
863.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes expected interest payments of $51.2 million (2009), $88.7 million (2010 and 2011),
$68.0 million (2012 and 2013) and $27.6 million (beyond 2013). Expected interest payments are
based on December 31, 2008 LIBOR, plus margins which ranged between 0.45% and 0.95% as at December 31, 2008. |
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have, a current or
future material effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with GAAP, which require us to make
estimates in the application of our accounting policies based on our best assumptions, judgments
and opinions. Management of our general partner reviews our accounting policies, assumptions,
estimates and judgments on a regular basis to ensure that our consolidated financial statements are
presented fairly and in accordance with GAAP. However, because future events and their effects
cannot be determined with certainty, actual results will differ from our assumptions and estimates,
and such differences could be material. Accounting estimates and assumptions discussed in this
section are those that we consider to be the most critical to an understanding of our financial
statements because they inherently involve significant judgments and uncertainties. For a further
description of our material accounting policies, please read Item 18 Financial Statements: Note 1
Summary of Significant Accounting Policies.
Revenue Recognition
Description. We generate a majority of our revenues from voyages servicing contracts of
affreightment, time charters and bareboat charters and, to a lesser extent, spot voyages. Within
the shipping industry, the two methods used to account for voyage revenues and expenses are the
percentage of completion and the completed voyage methods. Most shipping companies, including us,
use the percentage of completion method. For each method, voyages may be calculated on either a
load-to-load or discharge-to-discharge basis. In other words, revenues are recognized ratably
either from the beginning of when product is loaded for one voyage to when it is loaded for another
voyage, or from when product is discharged (unloaded) at the end of one voyage to when it is
discharged after the next voyage. We recognize revenues from time charters and bareboat charters
daily over the term of the charter as the applicable vessel operates under the charter. We do not
recognize revenues during days that a vessel is off-hire.
Judgments and Uncertainties. In applying the percentage of completion method, we believe that in
most cases the discharge-to-discharge basis of calculating voyages more accurately reflects voyage
results than the load-to-load basis. At the time of cargo discharge, we generally have
information about the next load port and expected discharge port, whereas at the time of loading we
are normally less certain what the next load port will be. We use this method of revenue
recognition for all spot voyages. In the case of our shuttle tankers servicing contracts of
affreightment, a voyage commences with tendering of notice of readiness at a field, within the
agreed lifting range, and ends with tendering of notice of readiness at a field for the next
lifting. In all cases we do not begin recognizing voyage revenue for any of our vessels until a
charter has been agreed to by the customer and us, even if the vessel has discharged its cargo and
is sailing to the anticipated load port on its next voyage.
47
Effect if Actual Results Differ from Assumptions. If actual results are not consistent with our
estimates in applying the percentage of completion method, our revenues could be overstated or
understated for any given period by the amount of such difference.
Vessel Lives and Impairment
Description. The carrying value of each of our vessels represents its original cost at the time of
delivery or purchase less depreciation or impairment charges. We depreciate our vessels on a
straight-line basis over each vessels estimated useful life, less an estimated residual value. The
carrying values of our vessels may not represent their fair market value at any point in time
because the market prices of second-hand vessels tend to fluctuate with changes in charter rates
and the cost of newbuildings. Both charter rates and newbuilding costs tend to be cyclical in
nature. We review vessels and equipment for impairment whenever events or changes in circumstances
indicate the carrying amount of an asset may not be recoverable. We measure the recoverability of
an asset by comparing its carrying amount to future undiscounted cash flows that the asset is
expected to generate over its remaining useful life.
Judgments and Uncertainties. Depreciation is calculated using an estimated useful life of 25 years
for our vessels, commencing the date the vessel was originally delivered from the shipyard, or a
shorter period if regulations prevent us from operating the vessels for 25 years. In the shipping
industry, the use of a 25-year vessel life has become the prevailing standard. However, the actual
life of a vessel may be different, with a shorter life resulting in an increase in the quarterly
depreciation and potentially resulting in an impairment loss. The estimates and assumptions
regarding expected cash flows require considerable judgment and are based upon existing contracts,
historical experience, financial forecasts and industry trends and conditions.
Effect if Actual Results Differ from Assumptions. If we consider a vessel or equipment to be
impaired, we recognize a loss in an amount equal to the excess of the carrying value of the asset
over its fair market value. The new lower cost basis will result in a lower annual depreciation
expense than before the vessel impairment.
Drydocking
Description. We drydock each of our shuttle tankers and conventional oil tankers periodically for
inspection, repairs and maintenance and for any modifications to comply with industry certification
or governmental requirements. We may drydock FSO units if we desire to qualify them for shipping
classification. We capitalize a substantial portion of the costs we incur during drydocking and
amortize those costs on a straight-line basis from the completion of the drydocking to the
estimated completion of the next drydocking. We immediately expense costs for routine repairs and
maintenance performed during drydocking that do not improve or extend the useful lives of the
assets.
Judgments and Uncertainties. Amortization of capitalized drydock expenditures requires us to
estimate the period of the next drydocking. While we typically drydock each shuttle tanker and
conventional oil tanker every two and a half to five years, we may drydock the vessels at an
earlier date.
Effect if Actual Results Differ from Assumptions. A change in our estimate of the next drydock date
will have a direct effect on our annual amortization of drydocking expenditures.
Goodwill and Intangible Assets
Description. We allocate the cost of acquired companies to the identifiable tangible and intangible
assets and liabilities acquired, with the remaining amount being classified as goodwill. Certain
intangible assets, such as time charters, are amortized over time. Our future operating performance
will be affected by the amortization of intangible assets and potential impairment charges related
to goodwill. Accordingly, the allocation of purchase price to intangible assets and goodwill may
significantly affect our future operating results. Goodwill is not amortized, but reviewed for
impairment annually or more frequently if impairment indicators arise.
Judgments and Uncertainties. The allocation of the purchase price of acquired companies to
intangible assets and goodwill requires management to make significant estimates and assumptions,
including estimates of future cash flows expected to be generated by the acquired assets and the
appropriate discount rate to value these cash flows. In addition, the process of evaluating the
potential impairment of goodwill and intangible assets is highly subjective and requires
significant judgment at many points during the analysis. The fair value of our reporting units was
estimated based on discounted expected future cash flows using a weighted-average cost of capital
rate. The estimates and assumptions regarding expected cash flows and the appropriate discount
rates require considerable judgment and are based upon existing contracts, historical experience,
financial forecasts and industry trends and conditions.
Effect if Actual Results Differ from Assumptions. In the fourth quarter of 2008, we completed our
annual impairment testing of goodwill using the methodology described above, and determined there
was no impairment. If actual results are not consistent with assumptions and estimates, we may be
exposed to a goodwill impairment charge. As at December 31, 2008 and 2007, the net book value of
goodwill was $127.1 million.
Amortization expense of intangible assets for 2008 and 2007 was $10.1 million and $11.1 million,
respectively. If actual results are not consistent with our estimates used to value our intangible
assets, we may be exposed to an impairment charge and a decrease in the annual amortization expense
of our intangible assets. As at December 31, 2008 and 2007, the net book value of intangible assets
was $45.3 million and $55.4 million, respectively.
Valuation of Derivative Instruments
Description. Effective January 1, 2008, we adopted Statement of Financial Accounting Standards (or
SFAS) No. 157, Fair Value Measurements. In accordance with Financial Accounting Standards Board
Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, we deferred the
adoption of SFAS No. 157 for our nonfinancial assets and nonfinancial liabilities, except those
items recognized or disclosed at fair value on an annual or more frequently recurring basis, until
January 1, 2009.
48
Judgments and Uncertainties. The fair value of our derivative instruments is the estimated amount
that we would receive or pay to terminate the agreements in an arms length transaction under
normal business conditions at the reporting date, taking into account current interest rates,
foreign exchange rates and the current credit worthiness of ourselves and the counterparties. The
estimated amount is the present value of future cash flows. Given the current volatility in the
credit markets, it is reasonably possible that the amount recorded as derivative assets and
liabilities could vary by a material amount in the near term.
Effect if Actual Results Differ from Assumptions. If our estimates of fair value are inaccurate,
this could result in a material adjustment to the carrying amount of derivative asset or liability
and consequently the change in fair value for the applicable period that would have been recognized
in earnings or other comprehensive income.
Recent Accounting Pronouncements
In April 2009, the Financial Accounting Standards Board (or FASB) issued Statement of Financial
Accounting Standards (or SFAS) 115-2 and SFAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments. This statement changes existing accounting requirements for
other-than-temporary impairment. SFAS 115-2 is effective for interim and annual periods ending
after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. We are
currently evaluating the potential impact, if any, of the adoption of SFAS 115-2 on our
consolidated results of operations and financial condition.
In April 2009, the FASB issued SFAS 157-4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability has Significantly Decreased and Identifying Transactions that
are Not Orderly. SFAS 157-4 amends SFAS 157, Fair Value Measurements to provide additional guidance
on estimating fair value when the volume and level of transaction activity for an asset or
liability have significantly decreased in relation to normal market activity for the asset or
liability. SFAS 157-4 also provides additional guidance on circumstances that may indicate that a
transaction is not orderly. SFAS 157-4 supersedes SFAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active. The guidance in SFAS 157-4 is
effective for interim and annual reporting periods ending after June 15, 2009. Early adoption is
permitted, but only for periods ending after March 15, 2009. We are currently evaluating the
potential impact, if any, of the adoption of SFAS 157-4 on our consolidated results of operations
and financial condition.
In April 2009, the FASB issued SFAS 107-1 and APB 28-1, Interim Disclosures About Fair Value of
Financial Instruments. SFAS 107-1 extends the disclosure requirements of SFAS 107, Disclosures
about Fair Value of Financial Instruments to interim financial statements of publicly traded
companies as defined in APB Opinion No. 28, Interim Financial Reporting. SFAS 107-1 is effective
for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009. We are currently evaluating the potential impact, if any, of the
adoption of SFAS 107-1 on our consolidated results of operations and financial condition.
In April 2009, the FASB issued SFAS 141(R)-1, Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination that Arise from Contingencies. This statement amends SFAS 141,
Business Combinations, to require that assets acquired and liabilities assumed in a business
combination that arise from contingencies be recognized at fair value, in accordance with SFAS 157,
if the fair value can be determined during the measurement period. SFAS 141(R)-1 is effective for
business combinations for which the acquisition date is on or after the beginning of the first
annual reporting period beginning on or after December 15, 2008. We are currently evaluating the
potential impact, if any, of the adoption of SFAS 141(R)-1 on our consolidated results of
operations and financial condition.
In October 2008, the FASB issued SFAS No. 157-3, Determining the Fair Value of a Financial Asset in
a Market That Is Not Active, which clarifies the application of SFAS 157 when the market for a
financial asset is inactive. Specifically, SFAS No. 157-3 clarifies how (1) managements internal
assumptions should be considered in measuring fair value when observable data are not present,
(2) observable market information from an inactive market should be taken into account, and (3) the
use of broker quotes or pricing services should be considered in assessing the relevance of
observable and unobservable data to measure fair value. The guidance in SFAS No. 157-3 is effective
immediately but does not have any impact on our consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities, an amendment of Statement of Financial Accounting Standards No. 133 (or SFAS 161). The
statement requires qualitative disclosures about an entitys objectives and strategies for using
derivatives and quantitative disclosures about how derivative instruments and related hedged items
affect an entitys financial position, financial performance and cash flows. SFAS 161 is effective
for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008,
with early application allowed. SFAS 161 allows but does not require, comparative disclosures for
earlier periods at initial adoption.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (or SFAS 141(R)), which
replaces SFAS No. 141, Business Combinations. This statement establishes principles and
requirements for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree
and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements to enable the
evaluation of the nature and financial effects of the business combination. SFAS 141(R) is
effective for fiscal years beginning after December 15, 2008. We are currently evaluating the
potential impact, if any, of the adoption of SFAS 141(R) on our consolidated results of operations
and financial condition.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements, an Amendment of Accounting Research Bulletin No. 51 (or SFAS 160). This statement
establishes accounting and reporting standards for ownership interests in subsidiaries held by
parties other than the parent, the amount of consolidated net income attributable to the parent and
to the noncontrolling interest, changes in a parents ownership interest, and the valuation of
retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also
establishes disclosure requirements that clearly identify and distinguish between the interests of
the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years
beginning after December 15, 2008. We are currently evaluating the potential impact, if any, of the
adoption of SFAS 160 on our consolidated results of operations and financial condition.
49
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
Management of Teekay Offshore Partners L.P.
Teekay Offshore GP L.L.C., our general partner, manages our operations and activities. Unitholders
are not entitled to elect the directors of our general partner or directly or indirectly
participate in our management or operation.
Our general partner owes a fiduciary duty to our unitholders. Our general partner is liable, as
general partner, for all of our debts (to the extent not paid from our assets), except for
indebtedness or other obligations that are expressly non-recourse to it. Whenever possible, our
general partner intends to cause us to incur indebtedness or other obligations that are
non-recourse to it.
The directors of our general partner oversee our operations. The day-to-day affairs of our business
are managed by the officers of our general partner and key employees of certain of our controlled
affiliates, including OPCO. Employees of certain subsidiaries of Teekay Corporation provide
assistance to us and OPCO pursuant to services agreements. Please see Item 7- Major Unitholders and
Related Party transactions.
The Chief Executive Officer and Chief Financial Officer of our general partner, Peter Evensen,
allocates his time between managing our business and affairs and the business and affairs of Teekay
Corporation and its subsidiaries Teekay LNG Partners L.P. (NYSE: TGP) (or Teekay LNG) and Teekay
Tankers Ltd. (NYSE: TNK) (or Teekay Tankers). Mr. Evensen is the Executive Vice President and Chief
Strategy Officer of Teekay Corporation, and the Chief Executive Officer and Chief Financial Officer
of Teekay LNGs general partner, and the Executive Vice President of Teekay Tankers. The amount of
time Mr. Evensen allocates among our business and the businesses of Teekay Corporation, Teekay LNG
and Teekay Tankers varies from time to time depending on various circumstances and needs of the
businesses, such as the relative levels of strategic activities of the businesses. We believe
Mr. Evensen devotes sufficient time to our business and affairs as is necessary for their proper
conduct.
Teekay Offshore Operating GP L.L.C., the general partner of OPCO, manages OPCOs operations and
activities. The Board of Directors of Teekay Offshore GP L.L.C., our general partner, has the
authority to appoint and elect the directors of Teekay Offshore Operating GP L.L.C., who in turn
appoint the officers of Teekay Offshore Operating GP L.L.C. Some of the directors and officers of
our general partner also serve as directors or executive officers of OPCOs general partner. Any
amendment to OPCOs partnership agreement or to the limited liability company agreement of OPCOs
general partner must be approved by the conflicts committee of the Board of Directors of our
general partner, Teekay Offshore GP L.L.C. Other actions affecting OPCO, including, among other
things, the amount of its cash reserves, must be approved by our general partners Board of
Directors on our behalf.
Officers of our general partner and those individuals providing services to us, OPCO or our other
subsidiaries may face a conflict regarding the allocation of their time between our business and
the other business interests of Teekay Corporation or its other affiliates. Our general partner
intends to seek to cause its officers to devote as much time to the management of our business and
affairs as is necessary for the proper conduct of our business and affairs.
Directors and Executive Officers of Teekay Offshore GP L.L.C.
The following table provides information about the directors and executive officers of our general
partner, Teekay Offshore GP L.L.C. Directors are elected for one-year terms. The business address
of each of our directors and executive officers listed below is c/o 4th Floor, Belvedere Building,
69 Pitts Bay Road, Hamilton, HM 08, Bermuda. Ages of the directors are as of December 31, 2008.
|
|
|
|
|
|
|
Name |
|
Age |
|
Position |
C. Sean Day
|
|
|
59 |
|
|
Chairman (1) |
Bjorn Moller
|
|
|
51 |
|
|
Vice Chairman (1) |
Peter Evensen
|
|
|
50 |
|
|
Chief Executive Officer, Chief Financial Officer and Director |
David L. Lemmon
|
|
|
66 |
|
|
Director (2) |
Carl Mikael L.L. von Mentzer
|
|
|
64 |
|
|
Director (2) |
John J. Peacock
|
|
|
65 |
|
|
Director (2) |
|
|
|
(1) |
|
Member of Corporate Governance Committee |
|
(2) |
|
Member of Audit Committee and Conflicts Committee |
Certain biographical information about each of these individuals is set forth below.
C. Sean Day has served as Chairman of Teekay Offshore GP L.L.C. and of Teekay Offshore Operating GP
L.L.C. since they were formed in August and September 2006, respectively. Mr. Day has served as
Chairman of Teekay Corporations Board of Directors since 1999. From 1989 to 1999, he was President
and Chief Executive Officer of Navios Corporation, a large bulk shipping company based in Stamford,
Connecticut. Prior to Navios, Mr. Day held a number of senior management positions in the shipping
and finance industries. Mr. Day has served as the Chairman of Teekay GP L.L.C., the general partner
of Teekay LNG, and of Teekay Tankers since they were formed in November 2004 and October 2007,
respectively. Mr. Day also serves as the Chairman of Compass Diversified Trust and as a director of
Kirby Corporation.
Bjorn Moller has served as the Vice Chairman of Teekay Offshore GP L.L.C. and of Teekay Offshore
Operating GP L.L.C. since they were formed in August and September 2006, respectively. Mr. Moller
is the President and Chief Executive Officer of Teekay Corporation and has held those positions
since April 1998. Mr. Moller has over 25 years experience in the shipping industry and has served
in senior management positions with Teekay Corporation for more than 15 years. He has headed its
overall operations since January 1997, following his promotion to the position of Chief Operating
Officer. Prior to this, Mr. Moller headed Teekay Corporations global chartering operations and
business development activities. Mr. Moller has also served as the Vice Chairman of Teekay GP
L.L.C. and as the Chief Executive Officer and as a director of Teekay Tankers since
they were formed in November 2004 and October 2007, respectively. Mr Moller has served as Chairman
of the International Tanker Owners Pollution Federation since 2006 and on the Board of the American
Petroleum Institute since 2000.
50
Peter Evensen has served as the Chief Executive Officer and Chief Financial Officer and as a
Director of Teekay Offshore GP L.L.C. and of Teekay Offshore Operating GP L.L.C. since they were
formed in August and September 2006, respectively. Mr. Evensen is also the Executive Vice President
and Chief Strategy Officer of Teekay Corporation. He joined Teekay Corporation in May 2003 as
Senior Vice President, Treasurer and Chief Financial Officer. He served as Executive Vice President
and Chief Financial Officer of Teekay Corporation from February 2004 until he was appointed to his
current role in November 2006. Mr. Evensen has also served as Chief Executive Officer and Chief
Financial Officer of Teekay GP L.L.C. since it was formed in November 2004, as a director of Teekay
GP L.L.C. since January 2005, and as the Executive Vice President and as a Director of Teekay
Tankers since it was formed in October 2007. Mr. Evensen has over 25 years experience in banking
and shipping finance. Prior to joining Teekay Corporation, Mr. Evensen was Managing Director and
Head of Global Shipping at J.P. Morgan Securities Inc. and worked in other senior positions for its
predecessor firms. His international industry experience includes positions in New York, London and
Oslo.
David L. Lemmon has served as a Director of Teekay Offshore GP L.L.C. since December 2006. Mr.
Lemmon currently serves on the Board of Directors of Kirby Corporation and Deltic Timber
Corporation, positions he has held since April 2006 and February 2007, respectively. He also served
on the Board of Directors of Pacific Energy Partners, L.P. from 2002 through 2006. Mr. Lemmon was
President and Chief Executive Officer of Colonial Pipeline Company from 1997 until his retirement
from that company in March 2006. Prior to joining Colonial Pipeline Company, he served as President
of Amoco Pipeline Company.
Carl Mikael L.L. von Mentzer has served as a Director of Teekay Offshore GP L.L.C. since December
2006. Mr. von Mentzer has over 30 years experience in the shipbuilding, shipping, and offshore oil
industries. Since 1998, Mr. von Mentzer has served as a non-executive director of Concordia
Maritime AB in Gothenburg, Sweden and since 2002 has served as its Deputy Chairman of its Board of
Directors. Prior to this, Mr. von Mentzer served in executive positions with various shipping and
offshore oil companies, including Gotaverken Ardenal AB and Safe Partners AB in Gothenburg, Sweden
and OAG Ltd. in Aberdeen, Scotland. He has also previously served as a director for Northern
Offshore Ltd., in Oslo, Norway, and GVA Consultants in Gothenburg, Sweden.
John J. Peacock has served as a Director of Teekay Offshore GP L.L.C. since December 2006. Mr.
Peacock is currently a director of the Fednav Group of companies, a Canadian ocean-going dry-bulk
shipowning and chartering group. He was the President, Chief Operating Officer, Executive
Vice-President and director of Fednav Limited from 1998 until February 2007. Mr. Peacock joined
Fednav Limited in 1979 as its Treasurer, and in 1984 became Vice President, Finance. He has over 40
years accounting experience. Prior to joining the Fednav Group, Mr. Peacock was a partner with
Clarkson Gordon (now Ernst & Young) in Montreal, Canada.
Directors and Executive Officers of Teekay Offshore Operating GP L.L.C.
The following table provides information about the directors and executive officers of Teekay
Offshore Operating GP L.L.C., the general partner of OPCO. Directors are appointed for one-year
terms. The business address of each director and executive officer of Teekay Offshore Operating GP
L.L.C. listed below is c/o 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda. Ages of the directors are as of December 31, 2008.
|
|
|
|
|
|
|
Name |
|
Age |
|
Position |
C. Sean Day
|
|
|
59 |
|
|
Chairman |
Bjorn Moller
|
|
|
51 |
|
|
Vice Chairman |
Peter Evensen
|
|
|
50 |
|
|
Chief Executive Officer, Chief Financial Officer and Director |
As described above, the directors and executive officers of Teekay Offshore Operating GP L.L.C.
also serve as directors or executive officers of Teekay Offshore GP L.L.C. The business experience
of these individuals is included above.
B. Compensation
Reimbursement of Expenses of Our General Partner
Our general partner does not receive any management fee or other compensation for managing us. Our
general partner and its other affiliates are reimbursed for expenses incurred on our behalf. These
expenses include all expenses necessary or appropriate for the conduct of our business and
allocable to us, as determined by our general partner. During 2008, we reimbursed our general
partner for $0.6 million ($0.8 million 2007) in expenses that it incurred on our behalf during
the year. Our general partner did not incur any of such expenses during 2006.
Executive Compensation
We and our general partner were formed in August 2006. OPCOs general partner was formed in
September 2006. Neither our general partner nor OPCOs general partner paid any compensation to its
directors or officers or accrued any obligations with respect to management incentive or retirement
benefits for the directors and officers prior to our initial public offering in December 2006.
Because Peter Evensen, the Chief Executive Officer and Chief Financial Officer of our general
partner and of OPCOs general partner, is an employee of a subsidiary of Teekay Corporation, his
compensation (other than any awards under the long-term incentive plan described below) is set and
paid by the Teekay Corporation subsidiary, and we reimburse the Teekay Corporation subsidiary for
time he spends on our partnership matters. Please read Item 7. Major Unitholders and Related Party
Transactions.
Compensation of Directors
Officers of our general partner or Teekay Corporation who also serve as directors of our general
partner or OPCOs general partner do not receive additional compensation for their service as
directors. During 2008, each non-management director received compensation for attending meetings
of the Board of Directors, as well as committee meetings. Each non-management director received a
director fee of $40,000 for the year and common units with a value of approximately $30,000 for the
year. The Chairman received an annual fee of $65,000 and common units with a value of approximately
$65,000 for the year. Members of the audit and conflicts committees, and members and the chair of
the governance committees each received a committee fee of $5,000 for the year, and the chairs of
the audit committee and conflicts committee received an additional fee of
$10,000 for the year for serving in that role. In addition, each director was reimbursed for
out-of-pocket expenses in connection with attending meetings of the Board of Directors or
committees. Each director is fully indemnified by us for actions associated with being a director
to the extent permitted under Marshall Islands law.
51
During 2008, the four non-employee directors received, in the aggregate, $389,000 in director and
committee fees and reimbursement of $89,801 of their out-of-pocket expenses from us relating to
their board service. We reimbursed our general partner for these expenses as they were incurred for
the conduct of our business. In March 2008, our general partners Board of Directors granted to the
four non-employee directors 4,041 units at $23.51 per unit. During March 2009, the Board authorized
the award by us to the four non-employee directors of common units with a value of approximately
$155,000 for the 2009 year.
2006 Long-Term Incentive Plan
Our general partner adopted the Teekay Offshore Partners L.P. 2006 Long-Term Incentive Plan for
employees and directors of and consultants to our general partner and employees and directors of
and consultants to its affiliates, who perform services for us. The plan provides for the award of
restricted units, phantom units, unit options, unit appreciation rights and other unit or
cash-based awards. Other than the previously mentioned common units awarded to our general
partners non-employee directors, we did not make any awards in 2008 under the 2006 Long-Term
Incentive Plan.
C. Board Practices
Teekay Offshore GP L.L.C., our general partner, manages our operations and activities. Unitholders
are not entitled to elect the directors of our general partner or directly or indirectly
participate in our management or operation.
Our general partners Board of Directors (or the Board) currently consists of six members.
Directors are appointed to serve until their successors are appointed or until they resign or are
removed.
There are no service contracts between us and any of our directors providing for benefits upon
termination of their employment or service.
The Board has the following three committees: Audit Committee, Conflicts Committee, and Corporate
Governance Committee. The membership of these committees and the function of each of the committees
are described below. Each of the committees is currently comprised solely of independent members,
except for the Corporate Governance Committee, and operates under a written charter adopted by the
Board, other than the Conflicts Committee. The committee charters for the Audit Committee, the
Conflicts Committee and the Corporate Governance Committee are available under Other
InformationPartnership Governance in the Investor Centre of our web site at
www.teekayoffshore.com. During 2008, the Board held five meetings. Each director attended all Board
meetings and all applicable committee meetings.
Audit Committee. The Audit Committee of our general partner is composed of three or more directors,
each of whom must meet the independence standards of the NYSE, the SEC and any other applicable
laws and regulations governing independence from time to time. This committee is currently
comprised of directors John J. Peacock (Chair), David L. Lemmon and Carl Mikael L.L. von Mentzer.
All members of the committee are financially literate and the Board has determined that Mr. Lemmon
qualifies as an audit committee financial expert.
The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of:
|
|
|
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. |
Conflicts Committee. The Conflicts Committee of our general partner is composed of the same
directors constituting the Audit Committee, being David L. Lemmon (Chair), John J. Peacock, and
Carl Mikael L.L. von Mentzer. The members of the Conflicts Committee may not be officers or
employees of our general partner or directors, officers or employees of its affiliates, and must
meet the heightened NYSE and SEC director independence standards applicable to audit committee
membership and certain other requirements.
The Conflicts Committee:
|
|
|
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. |
Any matters approved by the Conflicts Committee will be conclusively deemed to be fair and
reasonable to us, approved by all of our partners, and not a breach by our general partner of any
duties it may owe us or our unitholders. The Board is not obligated to seek approval of the
Conflicts Committee on any matter, and may determine the resolution of any conflict of interest
itself.
Corporate Governance Committee. The Corporate Governance Committee of our general partner is
composed of at least two directors. This committee is currently comprised of directors C. Sean Day
(Chair) and Bjorn Moller.
52
The Corporate Governance Committee:
|
|
|
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. |
D. Employees
Crewing and Staff
As of December 31, 2008, approximately 1,420 seagoing staff served on our vessels and approximately
160 staff served on shore in technical, commercial and administrative roles in various countries.
Certain subsidiaries of Teekay Corporation employ the crews, who serve on the vessels pursuant to
agreements with the subsidiaries, and Teekay Corporation subsidiaries also provide on-shore
advisory, operational and administrative support to our operating subsidiaries pursuant to service
agreements. Please see Item 7- Major Unitholders and Related Party transactions.
Teekay Corporation regards attracting and retaining motivated seagoing personnel as a top priority,
and offers seafarers what we believe are highly competitive employment packages and comprehensive
benefits and opportunities for personal and career development, which relates to a philosophy of
promoting internally.
Teekay Corporation has entered into a Collective Bargaining Agreement with the Philippine
Seafarers Union, an affiliate of the International Transport Workers Federation (or ITF), and a
Special Agreement with ITF London, which covers substantially all of the officers and seamen that
operate our and OPCOs Bahamian-flagged vessels. Substantially all officers and seamen for the
Norway-flagged vessels are covered by a collective bargaining agreement with Norwegian unions
(Norwegian Maritime Officers Association, Norwegian Union of Marine Engineers and the Norwegian
Seafarers Union). We believe Teekay Corporations relationships with these labor unions are good.
Our commitment to training is fundamental to the development of the highest caliber of seafarers
for marine operations. Teekay Corporations cadet training approach is designed to balance academic
learning with hands-on training at sea. Teekay Corporation has relationships with training
institutions in Canada, Croatia, India, Norway, Philippines, Turkey and the United Kingdom. After
receiving formal instruction at one of these institutions, cadet training continues on board
vessels. Teekay Corporation also has a career development plan that was devised to ensure a
continuous flow of qualified officers who are trained on its vessels and familiarized with its
operational standards, systems and policies. We believe that high-quality crewing and training
policies will play an increasingly important role in distinguishing larger independent shipping
companies that have in-house or affiliate capabilities from smaller companies that must rely on
outside ship managers and crewing agents on the basis of customer service and safety.
E. Unit Ownership
The following table sets forth certain information regarding beneficial ownership, as of June 1,
2009, of our units by all directors and officers of our general partner as a group. The information
is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules a
person beneficially owns any units that the person has the right to acquire as of July 31, 2009 (60
days after June 1, 2009) through the exercise of any unit option or other right. Unless otherwise
indicated, each person has sole voting and investment power (or shares such powers with his or her
spouse) with respect to the units set forth in the following table. Information for all persons
listed below is based on information delivered to us.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
|
Percentage of |
|
|
Total Common |
|
|
|
Common Units |
|
|
Common Units |
|
|
Subordinated |
|
|
Subordinated |
|
|
and Subordinated |
|
Identity of Person or Group |
|
Owned |
|
|
Owned |
|
|
Units Owned |
|
|
Units Owned |
|
|
Units Owned(3) |
|
All directors and officers
as a group (6 persons)
(1) (2) |
|
|
314,999 |
|
|
|
1.54 |
% |
|
|
|
|
|
|
|
|
|
|
1.04 |
% |
|
|
|
(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 Corporations President and Chief Executive Officer, and Peter Evensen,
our general partners Chief Executive Officer and Chief Financial Officer and a Director,
is Teekay Corporations 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. |
53
Item 7. Major Unitholders and Related Party Transactions
A. Major Unitholders
The following table sets forth the beneficial ownership, as of June 1, 2009, of our common and
subordinated units by each person we know to beneficially own more than 5% of the outstanding
common or subordinated units. The number of units beneficially owned by each person is determined
under SEC rules and the information is not necessarily indicative of beneficial ownership for any
other purpose. Under SEC rules a person beneficially owns any units as to which the person has or
shares voting or investment power. In addition, a person beneficially owns any units that the
person or entity has the right to acquire as of July 31, 2009 (60 days after June 1, 2009) through
the exercise of any unit option or other right. Unless otherwise indicated, each unitholder listed
below has sole voting and investment power with respect to the units set forth in the following
table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Total |
|
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
|
Percentage of |
|
|
Common and |
|
|
|
Common Units |
|
|
Common Units |
|
|
Subordinated |
|
|
Subordinated |
|
|
Subordinated Units |
|
Identity of Person or Group |
|
Owned |
|
|
Owned |
|
|
Units Owned |
|
|
Units Owned |
|
|
Owned |
|
Teekay Corporation (1) |
|
|
5,000,000 |
|
|
|
24.5 |
% |
|
|
9,800,000 |
|
|
|
100.0 |
% |
|
|
49.0 |
% |
Kayne Anderson Capital Advisors, LP,
and Richard A. Kayne, as a group
(2) |
|
|
1,388,216 |
|
|
|
6.8 |
% |
|
|
|
|
|
|
|
|
|
|
4.6 |
% |
Neuberger Berman, Inc. and Neuberger
Berman, LLC, as a group (3) |
|
|
1,360,560 |
|
|
|
6.7 |
% |
|
|
|
|
|
|
|
|
|
|
4.5 |
% |
Luxor Capital Group, LP, Luxor
Management, LLC, and Mr. Christian
Leone, as a group (4) |
|
|
1,289,479 |
|
|
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
4.3 |
% |
|
|
|
(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 1,388,216 units. Kayne
Anderson Capital Advisors, LP, and Richard A. Kayne both have shared voting and dispositive
power. Kayne Anderson Capital Advisors, LP serves as an investment adviser of Kayne Anderson
Capital Advisor, LPs mutual funds. This information is based on the Schedule 13G/A filed by
this group with the SEC on February 11, 2009. |
|
(3) |
|
Includes sole voting power as to 1,278,860 units and shared dispositive power as to
1,360,560 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, 2009. |
|
(4) |
|
Includes shared voting power and shared dispositive power as to 1,289,479 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, LPs mutual funds. This information is based on the Schedule 13G/A filed by this
group with the SEC on February 17, 2009. |
We are controlled by Teekay Corporation. We are not aware of any arrangements, the operation of
which may at a subsequent date result in a change in control of us.
B. Related Party Transactions
|
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 $144.5 million
during 2008. |
|
b) |
|
Effective October 1, 2006, two of OPCOs 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 $14.8 million during 2008. |
|
c) |
|
During 2008, two of OPCOs 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 $11.2 million during 2008. |
|
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 2008, OPCO earned
management fees of $3.3 million under the agreement. |
|
e) |
|
Eight of OPCOS Aframax conventional oil tankers and three FSO units are managed by
subsidiaries of Teekay Corporation. Pursuant to the associated management services
agreements, OPCO incurred general and administrative expenses of $3.7 million during 2008. |
|
f) |
|
In December 2006, we, OPCO, and certain of our and its subsidiaries 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 OPCOs 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 arms-length fees 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 2008, we incurred $50.3
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 2008, we incurred
$0.6 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 agreement. We acquired Teekay Corporations 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 Corporations historical cost were accounted for as an equity distribution to Teekay
Corporation of $25.4 million. |
54
|
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 Corporations 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 agreement (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 and was
accounted for as an equity distribution to Teekay Corporation. |
|
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. |
|
|
|
|
Bjorn Moller is the Vice Chairman of Teekay Offshore GP L.L.C., Teekay Offshore Operating GP
L.L.C. and Teekay GP L.L.C. He also is the President and Chief Executive Officer and a
director of Teekay Corporation and the Chief Executive Officer and a director of Teekay
Tankers. |
|
|
|
|
Peter Evensen is the Chief Executive Officer and Chief Financial Officer and a director of
Teekay Offshore GP L.L.C., Teekay Offshore Operating GP L.L.C. and Teekay GP L.L.C. He also
is the Executive Vice President and Chief Strategy Officer of Teekay Corporation and the
Executive Vice President and a director of Teekay Tankers. |
|
|
|
|
Because Mr. Evensen is an employee of a subsidiary of Teekay Corporation, his compensation
(other than any awards under the long-term incentive plan) is set and paid by the Teekay
Corporation subsidiary. Pursuant to our partnership agreement, we have agreed to reimburse
the Teekay Corporation subsidiary for time spent by Mr. Evensen on our management matters as
our Chief Executive Officer and Chief Financial Officer. |
|
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. |
|
|
|
|
Noncompetition. Under the omnibus agreement, Teekay Corporation and Teekay LNG have agreed,
and have caused their controlled affiliates (other than us) to agree, not to own, operate or
charter offshore vessels (i.e. dynamically positioned shuttle tankers (other than those
operating in the conventional oil tanker trade under contracts with a remaining duration of
less that three years, excluding extension options), FSOs and FPSOs). This restriction does
not prevent Teekay Corporation, Teekay LNG or any of their other controlled affiliates from,
among other things: |
|
|
|
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 conflicts committee of the board of directors of
Teekay LNGs 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 Corporations 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 |
|
|
|
owning a limited partner interest in OPCO or owning shares of Teekay Petrojarl ASA
(Teekay Petrojarl). |
In addition, under the omnibus agreement we have agreed not to own, operate or charter crude
oil tankers or liquefied natural gas (or LNG) carriers. This restriction does not apply to
any of the Aframax tankers in our current fleet, and the ownership, operation or chartering
of any oil tankers that replace any of those oil tankers in connection with certain events.
In addition, the restriction does not prevent us from, among other things:
|
|
|
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 in good faith by the
conflicts committee of our general partners 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. |
55
Rights of First Offer on Conventional Tankers, LNG Carriers and Offshore Vessels. Under the
omnibus agreement, we have granted to Teekay Corporation and Teekay LNG a 30-day right of
first offer on certain (a) sales, transfers or other dispositions of any of our Aframax
tankers, in the case of Teekay Corporation, or certain LNG carriers in the case of Teekay
LNG, or (b) re-charterings of any of our Aframax tankers or LNG carriers pursuant to a time
charter or contract of affreightment with a term of at least three years if the existing
charter expires or is terminated early. Likewise, each of Teekay Corporation and Teekay LNG
has granted a similar right of first offer to us for any offshore vessels it might own that,
at the time of the proposed offer, is subject to a time charter or contract of affreightment
with a remaining term, excluding extension options, of at least three years. These rights of
first offer do not apply to certain transactions. On December 4, 2008, Teekay Petrojarl
re-chartered the FPSO unit, the Varg, for a period exceeding three years. We agreed to waive
Teekay Corporations obligation to offer the unit to us for charter or purchase within 30
days of the re-chartering in exchange for the right to acquire the unit, for its fair market
value, at any time until December 4, 2009.
The omnibus agreement also obligated Teekay Corporation to offer to us prior to July 9, 2009,
existing FPSO units of Teekay Petrojarl that were servicing contracts in excess of three
years in length as of July 9, 2008, the date on which Teekay Corporation acquired 100% of
Teekay Petrojarl. We have agreed to waive Teekay Corporations obligation to offer these FPSO
units to us by July 9, 2009 in exchange for the right to acquire these units, for their fair
market value, at any time until July 9, 2010. The purchase price for any such existing FPSO
units of Teekay Petrojarl would be their fair market value plus any additional tax or other
similar costs to Teekay Petrojarl that would be required to transfer the offshore vessels to
us.
|
(n) |
|
In January 2007, Teekay Corporation contributed foreign exchange contracts for the
forward purchase of a total of Australian Dollars 4.5 million having a fair value asset of
$0.1 million, net of non-controlling interest, to OPCO for no consideration and was
accounted for as an equity contribution from Teekay Corporation. The foreign currency
forward contracts matured by December 2007. |
|
(o) |
|
During 2007, $1.2 million of interest expense attributable to the operations of the
Navion Bergen was incurred by Teekay Corporation and has been allocated to us as part of
the results of the Dropdown Predecessor. |
|
p) |
|
In March 2008, Teekay Corporation agreed to reimburse us for repair costs relating to
one of our shuttle tankers. The vessel was purchased from Teekay Corporation in July 2007
and had, as of the date of acquisition, an inherent minor defect that required repairs.
Pursuant to this agreement, Teekay Corporation reimbursed us $0.7 million of these costs
during the year ended December 31, 2008. |
|
q) |
|
In March 2008, a subsidiary of OPCO sold certain vessel equipment to a subsidiary of
Teekay Corporation for proceeds equal to its net book value of $1.4 million. |
|
r) |
|
Concurrently with the closing of our public offering of common units in June 2008, we
acquired from Teekay Corporation an additional 25% interest in OPCO for $205.5 million,
thereby increasing the our ownership interest in OPCO to 51%. We financed the acquisition
with the net proceeds from the public offering and a concurrent private placement of common
units to Teekay Corporation. See Note 2. In connection with the valuation of the purchase
of the additional 25% interest in OPCO, we incurred a fairness opinion fee of $1.1 million.
The excess of the proceeds paid by us over Teekay Corporations historical book value for
the 25% interest in OPCO was accounted for as an equity distribution to Teekay Corporation
of $91.6 million. |
|
s) |
|
On June 18, 2008, OPCO acquired from Teekay Corporation two ship owning subsidiaries
(SPT Explorer L.L.C. and the SPT Navigator L.L.C.) for a total cost of approximately $106.0
million, including the assumption of third-party debt of approximately $89.3 million and
the non-cash settlement of related party working capital of $1.2 million. The acquired
subsidiaries own two 2008-built Aframax lightering tankers (the SPT Explorer and the SPT
Navigator) and their related 10-year, fixed-rate bareboat charters (with options
exercisable by the charterer to extend up to an additional five years) entered into with
Skaugen PetroTrans, a joint venture in which Teekay Corporation owns a 50% interest. These
two lightering tankers are specially designed to be used in ship-to-ship oil transfer
operations. This purchase was financed with the assumption of debt, together with cash
balances. The excess of the proceeds paid by us over Teekay Corporations historical book
value was accounted for as an equity distribution to Teekay Corporation of $16.2 million.
Pursuant to the bareboat charters for the vessels, OPCO earned voyage revenues of $8.7
million for 2008 (including voyage revenues earned as part of the Dropdown Predecessor
prior to OPCOs acquisition of the vessels see Note 1). |
|
t) |
|
In June 2008, Teekay Corporation agreed to reimburse OPCO for certain costs relating to
events which occurred prior to our initial public offering in December 2006, totalling $0.7
million, primarily relating to the settlement of repair costs not covered by insurance
providers for work performed in early 2006 on two of OPCOs shuttle tankers. |
|
u) |
|
At December 31, 2008, due from affiliates totaled $10.1 million and due to affiliates
totaled $8.7 million. Due to and from affiliate are non-interest bearing and unsecured. |
|
v) |
|
During August 2008, one of OPCOs in-chartered shuttle tankers was employed on a
single-voyage charter with a subsidiary of Teekay Corporation. Pursuant to this charter
contract, OPCO earned voyage revenues of $11.3 million for 2008. |
56
Item 8. Financial Information
A. Consolidated Financial Statements and Other Financial Information
Consolidated Financial Statements and Notes
Please see Item 18 below for additional information required to be disclosed under this Item.
Legal Proceedings
On November 13, 2006, a Teekay Offshore Operating L.P. (or OPCO) shuttle tanker, the Navion
Hispania, collided with the Njord Bravo, a floating storage and offtake unit, while preparing to
load an oil cargo from the Njord Bravo. The Njord Bravo services the Njord field, which is operated
by StatoilHydro Petroleum AS (or StatoilHydro) and is located off the Norwegian coast. At the time
of the incident, StatoilHydro was chartering the Navion Hispania from OPCO. The Navion Hispania and
the Njord Bravo both incurred damages as a result of the collision.
In November 2007, Navion Offshore Loading AS, a subsidiary of OPCO, and two subsidiaries of Teekay
Corporation were named as co-defendants in a legal action filed by Norwegian Hull Club (the hull
and machinery insurers of the Njord Bravo), StatoilHydro and various licensees in the Njord field.
The claim seeks damages for vessel repairs, expenses for a replacement vessel and other amounts
related to production stoppage on the field, totaling NOK256,000,000 (or approximately USD$39
million). As anticipated, the Stavanger Conciliation Council has referred the matter to the
Stavanger District Court. The claimants must continue the proceedings by December 31, 2009 in order
to avoid the matter being time-barred.
We believe the likelihood of any losses relating to the claim is remote. The Partnership
believes that the charter contract relating to the Navion Hispania requires that StatoilHydro be
responsible and indemnify Navion Offshore Loading AS for all losses relating to the damage to the
Njord Bravo. OPCO and Teekay Corporation also maintain insurance for damages to the Navion Hispania
and insurance for collision-related costs and claims. The Partnership believes that these insurance
policies will cover the costs related to this incident, including any costs not indemnified by
StatoilHydro, subject to standard deductibles. In addition, Teekay Corporation has agreed to
indemnify the Partnership, OPCO and OPCOs subsidiaries for any losses they may incur in connection
with this incident.
In addition, from time to time we have been, and expect to continue to be, subject to legal
proceedings and claims in the ordinary course of our business, principally personal injury and
property casualty claims. These claims, even if lacking merit, could result in the expenditure of
significant financial and managerial resources. We are not aware of any legal proceedings or claims
that we believe will have, individually or in the aggregate, a material adverse effect on us.
Cash Distribution Policy
Rationale for Our Cash Distribution Policy
Our cash distribution policy reflects a basic judgment that our unitholders are better served by
our distributing our cash available (as defined in our partnership agreement and after deducting
expenses, including estimated maintenance capital expenditures and reserves) rather than our
retaining it. Because we believe we will generally finance any expansion capital expenditures from
external financing sources, we believe that our investors are best served by our distributing all
of our available cash. Our cash distribution policy is consistent with the terms of our partnership
agreement, which requires that we distribute all of our available cash quarterly (after deducting
expenses, including estimated maintenance capital expenditures and reserves).
Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy
There is no guarantee that unitholders will receive quarterly distributions from us. Our
distribution policy is subject to certain restrictions and may be changed at any time, including:
|
|
|
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 partners broad discretion to establish
reserves and other limitations. |
|
|
|
The Board of Directors of OPCOs 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 OPCOs 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
OPCOs 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. |
57
Minimum Quarterly Distribution
Common unitholders are entitled under our partnership agreement to receive a minimum quarterly
distribution of $0.45 per unit, or $1.80 per unit per year, prior to any distribution on our
subordinated units to the extent we have sufficient cash from our operations after establishment of
cash reserves and payment of fees and expenses, including payments to our general partner. Our
general partner has the authority to determine the amount of our available cash for any quarter.
This determination must be made in good faith. There is no guarantee that we will pay the minimum
quarterly distribution on the common units in any quarter, and we will be prohibited from making
any distributions to unitholders if it would cause an event of default, or if an event of default
exists, under our credit agreements.
Commencing after the date of our initial public offering until the third quarter of 2007, cash
distributions declared were $0.35 per unit per quarter. For the quarter ended December 31, 2006,
cash distributions declared were prorated for the period of December 19, 2006 to December 31, 2006.
Our cash distributions were increased to $0.385 per unit and $0.40 per unit for distributions
effective for the third and fourth quarter of 2007, respectively. Our cash distribution has
increased to $0.45 per unit starting with the third quarter of 2008.
Subordination Period
During the subordination period applicable to the subordinated units held by Teekay Corporation,
the common units have the right to receive distributions of available cash from operating surplus
in an amount equal to the minimum quarterly distribution, plus any arrearages in the payment of the
minimum quarterly distribution on the common units from prior quarters, before any distributions of
available cash from operating surplus may be made on the subordinated units. The purpose of the
subordinated units is to increase the likelihood that during the subordination period there will be
available cash to be distributed on the common units.
Incentive Distribution Rights
Incentive distribution rights represent the right to receive an increasing percentage of quarterly
distributions of available cash from operating surplus (as defined in our partnership agreement)
after the minimum quarterly distribution and the target distribution levels have been achieved. Our
general partner currently holds the incentive distribution rights, but may transfer these rights
separately from its general partner interest, subject to restrictions in our partnership agreement.
Except for transfers of incentive distribution rights to an affiliate or another entity as part of
our general partners merger or consolidation with or into, or sale of all or substantially all of
its assets to such entity, the approval of a majority of our common units (excluding common units
held by our general partner and its affiliates), voting separately as a class, generally is
required for a transfer of the incentive distributions rights to a third party prior to December
31, 2016.
The following table illustrates the percentage allocations of the additional available cash from
operating surplus among the unitholders and our general partner up to the various target
distribution levels. The amounts set forth under Marginal Percentage Interest in Distributions
are the percentage interests of the unitholders and our general partner in any available cash from
operating surplus we distribute up to and including the corresponding amount in the column Total
Quarterly Distribution Target Amount, until available cash from operating surplus we distribute
reaches the next target distribution level, if any. The percentage interests shown for the
unitholders and our general partner for the minimum quarterly distribution are also applicable to
quarterly distribution amounts that are less than the minimum quarterly distribution. The
percentage interests shown for our general partner include its 2% general partner interest and
assume the general partner has contributed any capital necessary to maintain its 2.0% general
partner interest and has not transferred the incentive distribution rights.
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|
Marginal Percentage Interest |
|
|
|
Total Quarterly |
|
in Distributions |
|
|
|
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 |
% |
B. Significant Changes
No significant changes have occurred since the date of the annual financial statements included
herein.
Item 9. The Offer and Listing
Our common units are traded on the NYSE under the symbol TOO. The following table sets forth the
high and low closing sales prices for our common units on the NYSE for each of the periods
indicated:
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|
Dec. 31, |
|
|
Dec. 31, |
|
|
Dec. 31, |
|
Year Ended |
|
2008 |
|
|
2007 |
|
|
2006 (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
$ |
26.46 |
|
|
$ |
37.45 |
|
|
$ |
26.77 |
|
Low |
|
|
6.58 |
|
|
|
24.04 |
|
|
|
21.00 |
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 31, |
|
|
Sept. 30, |
|
|
June 30, |
|
|
Mar. 31, |
|
|
Dec. 31, |
|
|
Sept 30, |
|
|
Jun. 30, |
|
|
Mar 31, |
|
Quarter Ended |
|
2008 |
|
|
2008 |
|
|
2008 |
|
|
2008 |
|
|
2007 |
|
|
2007 |
|
|
2007 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
$ |
14.05 |
|
|
$ |
19.69 |
|
|
$ |
24.35 |
|
|
$ |
26.46 |
|
|
$ |
29.38 |
|
|
$ |
37.45 |
|
|
$ |
35.40 |
|
|
$ |
31.66 |
|
Low |
|
|
6.58 |
|
|
|
11.25 |
|
|
|
19.74 |
|
|
|
20.71 |
|
|
|
24.04 |
|
|
|
28.00 |
|
|
|
29.79 |
|
|
|
26.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31, |
|
|
Apr. 30, |
|
|
Mar. 31, |
|
|
Feb. 29, |
|
|
Jan 31, |
|
|
Dec. 31, |
|
Months Ended |
|
2009 |
|
|
2009 |
|
|
2009 |
|
|
2009 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
$ |
13.92 |
|
|
$ |
14.07 |
|
|
$ |
13.36 |
|
|
$ |
14.37 |
|
|
$ |
14.89 |
|
|
$ |
12.26 |
|
Low |
|
$ |
12.77 |
|
|
|
11.76 |
|
|
|
9.75 |
|
|
|
11.13 |
|
|
|
12.53 |
|
|
|
8.80 |
|
|
|
|
(1) |
|
Period beginning December 13, 2006. |
Item 10. Additional Information
Memorandum and Articles of Association
The information required to be disclosed under Item 10.B is incorporated by reference to the
following sections of the Rule 424(b) prospectus filed with the SEC on December 14, 2006: The
Partnership Agreement, Description of the Common Units The Units, Conflicts of Interest and
Fiduciary Duties and Our Cash Distribution Policy and Restrictions on Distributions.
Material Contracts
The following is a summary of each material contract, other than material contracts entered into in
the ordinary course of business, to which we or any of our subsidiaries is a party, for the two
years immediately preceding the date of this Annual Report, each of which is included in the list
of exhibits in Item 19:
|
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) |
|
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. |
Exchange Controls and Other Limitations Affecting Unitholders
We are not aware of any governmental laws, decrees or regulations, including foreign exchange
controls, in the Republic of The Marshall Islands that restrict the export or import of capital, or
that affect the remittance of dividends, interest or other payments to non-resident holders of our
securities.
We are not aware of any limitations on the right of non-resident or foreign owners to hold or vote
our securities imposed by the laws of the Republic of The Marshall Islands or our partnership
agreement.
Material U.S. Federal Income Tax Considerations
The following is a discussion of the material U.S. federal income tax considerations that may be
relevant to unitholders. This discussion is based upon provisions of the Internal Revenue Code of
1986, as amended (or the Code) as in effect on the date of this Annual Report, existing final and
temporary regulations thereunder (or Treasury Regulations), and current administrative rulings and
court decisions, all of which are subject to change, possibly with retroactive effect. Changes in
these authorities may cause the tax consequences to vary substantially from the consequences
described below. Unless the context otherwise requires, references in this section to we, our
or us are references to Teekay Offshore Partners, L.P.
59
United States Federal Income Taxation of U.S. Holders
The following summary does not comment on all aspects of U.S. federal income taxation which may be
important to particular unitholders in light of their individual circumstances, such as unitholders
subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers,
tax-exempt organizations, or former citizens or long-term residents of the United States) or to
persons that will hold the common units as part of a straddle, hedge, conversion, constructive
sale, or other integrated transaction for U.S. federal income tax purposes, partnerships or their
partners, or to persons that have a functional currency other than the U.S. dollar, all of whom may
be subject to tax rules that differ significantly from those
summarized below. If a partnership or other entity taxed as a pass-through entity holds our common
units, the tax treatment of a partner or owner thereof generally will depend upon the status of the
partner or owner and upon the activities of the partnership or pass-through entity. If you are a
partner in a partnership or owner of a pass-through entity holding our common units, you should
consult your tax advisor.
This summary does not discuss any U.S. state or local, estate or alternative minimum tax
considerations regarding the ownership or disposition of common units. This summary is written for
unitholders that hold their common units as a capital asset under the Code. Each unitholder is
urged to consult its tax advisor regarding the U.S. federal, state, local and other tax
consequences of the ownership or disposition of common units.
As used herein, the term U.S. Holder means a beneficial owner of our common units that is a U.S.
citizen or resident (as determined for U.S. federal income tax purposes), U.S. corporation or other
U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal
income taxation regardless of its source, or a trust if a court within the United States is able to
exercise primary jurisdiction over the administration of the trust and one or more U.S. persons
have the authority to control all substantial decisions of the trust.
Distributions
We have elected to be taxed as a corporation for U.S. federal income tax purposes. Subject to the
discussion of passive foreign investment companies (or PFICs) below, any distributions made by us
with respect to our common units to a U.S. Holder generally will constitute dividends, which may be
taxable as ordinary income or qualified dividend income as described in more detail below, to the
extent of our current or accumulated earnings and profits, as determined under U.S. federal income
tax principles. Distributions in excess of our earnings and profits will be treated first as a
nontaxable return of capital to the extent of the U.S. Holders tax basis in its common units on a
dollar-for-dollar basis and thereafter as capital gain. U.S. Holders that are corporations
generally will not be entitled to claim a dividends received deduction with respect to any
distributions they receive from us. Dividends paid with respect to our common units generally will
be treated as passive category income or, in the case of certain types of U.S. Holders, general
category income for purposes of computing allowable foreign tax credits for U.S. federal income
tax purposes.
Dividends paid on our common units to a U.S. Holder who is an individual, trust or estate (or a
U.S. Individual Holder) will be treated as qualified dividend income that currently is taxable to
such U.S. Individual Holder at preferential capital gain tax rates provided that: (i) our common
units are readily tradable on an established securities market in the United States (such as the
New York Stock Exchange on which our common units are traded); (ii) we are not a PFIC for the
taxable year during which the dividend is paid or the immediately preceding taxable year (which we
do not believe we are, have been or will be, as discussed below); (iii) the U.S. Individual Holder
has owned the common units for more than 60 days in the 121-day period beginning 60 days before the
date on which the common units become ex-dividend; and (iv) the U.S. Individual Holder is not under
an obligation to make related payments with respect to positions in substantially similar or
related property. There is no assurance that any dividends paid on our common units will be
eligible for these preferential rates in the hands of a U.S. Individual Holder. Any dividends paid
on our common units not eligible for these preferential rates will be taxed as ordinary income to a
U.S. Individual Holder. In the absence of legislation extending the term of the preferential tax
rates for qualified dividend income, all dividends received by a taxpayer in tax years beginning on
January 1, 2011 or later will be taxed at ordinary graduated tax rates.
Special rules may apply to any extraordinary dividend paid by us. An extraordinary dividend is,
generally, a dividend with respect to a share of stock if the amount of the dividend is equal to or
in excess of 10.0% of a stockholders adjusted basis (or fair market value in certain
circumstances) in such stock. If we pay an extraordinary dividend on our common units that is
treated as qualified dividend income, then any loss derived by a U.S. Individual Holder from the
sale or exchange of such common units will be treated as long-term capital loss to the extent of
such dividend.
Consequences of Possible PFIC Classification
A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be a PFIC in
any taxable year in which, after taking into account the income and assets of the corporation and
certain subsidiaries pursuant to a look through rule, either: (i) at least 75.0% of its gross
income is passive income; or (ii) at least 50.0% of the average value of its assets is
attributable to assets that produce passive income or are held for the production of passive
income.
For purposes of these tests, passive income includes dividends, interest, and gains from the sale
or exchange of investment property and rents and royalties other than rents and royalties that are
received from unrelated parties in connection with the active conduct of a trade or business. For
purposes of these tests, income derived from the performance of services does not constitute
passive income. We do not believe that our existing operations would cause us to be deemed a PFIC
with respect to any taxable year, as we treat the gross income we derive from our time and voyage
charters and our contracts of affreightment as services income, rather than rental income.
There is, however, no direct legal authority under the PFIC rules addressing our method of
operation and, therefore no assurance can be given that the IRS will accept this position or that
we would not constitute a PFIC for any future taxable year if there were to be changes in our
assets, income or operations. Moreover, a recent decision of the United States Court of Appeals for
the Fifth Circuit in Tidewater Inc. v. United States, No. 08-30268 (5th Cir. Apr. 13, 2009) held
that income derived from certain time chartering activities should be treated as rental income
rather than services income. However, the issues in this case arose under the foreign sales
corporation rules of the Code and did not concern the PFIC rules. In addition, the courts ruling
was contrary to the position of the Internal Revenue Service (or IRS) that the time charter income
should be treated as services income. As a result, it is uncertain whether the principles of the
Tidewater decision would be applicable to our operations. However, if the principles of the
Tidewater decision were applicable to our operations, we
likely would be treated as a PFIC.
While there are legal uncertainties involved in this determination, we do not believe that we
should be a PFIC based principally on the position that we derive at least a majority of our gross
income from our time and voyage charters (which generally is not passive income). Correspondingly,
the assets that we own and operate in connection with the production of such income, in particular
the vessels operating under time or voyage charters, should not constitute passive assets for
purposes of determining whether we are a PFIC. Legal authority concerning the characterization of
income derived from time charters, voyage charters and similar contracts for other tax purposes
supports this position. Because there is no legal authority specifically relating to the statutory
provisions governing PFICs, the IRS or a court could disagree with this position. In addition,
there is no assurance that the nature of our assets, income and operations will remain the same in
the future.
60
If we were classified as a PFIC, for any year during which a U.S. Holder owns common units, such
U.S. Holder generally will be subject to special rules (regardless of whether we continue
thereafter to be a PFIC) with respect to: (i) any excess distribution (generally, any
distribution received by a unitholder in a taxable year that is greater than 125.0% of the average
annual distributions received by the unitholder in the three preceding taxable years or, if
shorter, the unitholders holding period for the shares), and (ii) any gain realized upon the sale
or other disposition of units. Under these rules:
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the excess distribution or gain will be allocated ratably over the unitholders
holding period; |
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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; |
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the amount allocated to each of the other taxable years in the unitholders
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 |
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an interest charge for the deemed deferral benefit will be imposed with respect
to the resulting tax attributable to each such other taxable year. |
Certain elections that would alter the tax consequences to a U.S. Holder, such as a qualified
electing fund election or mark to market election, may be available to a U.S. Holder if we are
classified as a PFIC. If we determine that we are or will be a PFIC, we will provide unitholders
with information concerning the potential availability of such elections.
As described above, current law provides that dividends received by a U.S. Individual Holder from a
qualified foreign corporation are subject to U.S. federal income tax at preferential rates through
2010. However, if we are classified as a PFIC for a taxable year in which we pay a dividend or the
immediately preceding taxable year, we would not be considered a qualified foreign corporation, and
a U.S. Individual Holder receiving such dividends would not be eligible for the reduced rate of
U.S. federal income tax.
Consequences of Possible Controlled Foreign Corporation Classification
If more than 50.0% of either the total combined voting power of our outstanding units entitled to
vote or the total value of all of our outstanding units were owned, directly, indirectly or
constructively, by citizens or residents of the United States, U.S. partnerships or corporations,
or U.S. estates or trusts (as defined for U.S. federal income tax purposes), each of which owned,
directly, indirectly or constructively, 10.0% or more of the total combined voting power of our
outstanding units entitled to vote (each, a United States Stockholder), we generally would be
treated as a controlled foreign corporation (or CFC). United States Stockholders of a CFC are
treated as receiving current distributions of their shares of certain income of the CFC (not
including, under current law, certain undistributed earnings attributable to shipping income)
without regard to any actual distributions and are subject to other burdensome U.S. federal income
tax and administrative requirements but generally are not also subject to the requirements
generally applicable to owners of a PFIC. Although we currently are not a CFC, U.S. persons
purchasing a substantial interest in us should consult their tax advisors about the potential
implications of being treated as a United States Stockholder in the event we were to become a CFC
in the future.
Sale, Exchange or other Disposition of Common Units
Assuming we do not constitute a PFIC for any taxable year, a U.S. Holder generally will recognize
taxable gain or loss upon a sale, exchange or other disposition of our common units in an amount
equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or
other disposition and the U.S. Holders tax basis in such units. Subject to the discussion of
extraordinary dividends above, such gain or loss will be treated as long-term capital gain or loss
if the U.S. Holders holding period is greater than one year at the time of the sale, exchange or
other disposition, and subject to preferential capital gain tax rates. Such capital gain or loss
will generally be treated as U.S.-source gain or loss, as applicable, for U.S. foreign tax credit
purposes. A U.S. Holders ability to deduct capital losses is subject to certain limitations. A
disposition or sale of units by a shareholder who owns, or has owned, 10.0% or more of the total
voting power of us may result in a different tax treatment under section 1248 of the Code. U.S.
Holders purchasing a substantial interest in us should consult their tax advisors.
United States Federal Income Taxation of Non-U.S. Holders
A beneficial owner of our common units (other than a partnership, including any entity or
arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S.
Holder is a Non-U.S. Holder.
Distributions
Distributions we pay to a Non-U.S. Holder will not be subject to U.S. federal income tax or
withholding tax if the Non-U.S. Holder is not engaged in a U.S. trade or business. If the Non-U.S.
Holder is engaged in a U.S. trade or business, distributions we pay will be subject to U.S. federal
income tax to the extent those distributions constitute income effectively connected with that
Non-U.S. Holders U.S. trade or business. However, distributions paid to a Non-U.S. Holder who is
engaged in a trade or business may be exempt from taxation under an income tax treaty if the income
represented thereby is not attributable to a U.S. permanent establishment maintained by the
Non-U.S. Holder.
Disposition of Common Units
The U.S. federal income taxation of Non-U.S. Holders on any gain resulting from the disposition of
our common units generally is the same as described above regarding distributions. However,
individual Non-U.S. Holders may be subject to tax on gain resulting from the disposition of our
common units if they are present in the United States for 183 days or more during the taxable year
in which those shares are disposed and meet certain other requirements.
Backup Withholding and Information Reporting
In general, payments of distributions or the proceeds of a disposition of common units to a
non-corporate U.S. Holder will be subject to information reporting requirements. These payments to
a non-corporate U.S. Holder also may be subject to backup withholding if the non-corporate U.S.
Holder:
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fails to provide an accurate taxpayer identification number; |
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is notified by the IRS that it has failed to report all interest or distributions
required to be shown on its U.S. federal income tax returns; or |
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in certain circumstances, fails to comply with applicable certification requirements. |
61
Non-U.S. Holders may be required to establish their exemption from information reporting and backup
withholding on payments within the United States by certifying their status on IRS Form W-8BEN,
W-8ECI or W-8IMY, as applicable.
Backup withholding is not an additional tax. Rather, a unitholder generally may obtain a credit for
any amount withheld against its liability for U.S. federal income tax (and a refund of any amounts
withheld in excess of such liability) by filing a return with the IRS.
Non-United States Tax Consequences
Marshall Islands Tax Consequences. Because we and our subsidiaries do not, and we do not expect
that we and our subsidiaries will, conduct business or operations in the Republic of The Marshall
Islands, and because all documentation related to our initial public offering was executed outside
of the Republic of The Marshall Islands, under current Marshall Islands law, no taxes or
withholdings will be imposed by the Republic of the Marshall Islands on distributions, including
upon a return of capital, made to unitholders, so long as such persons do not reside in, maintain
offices in, nor engage in business in the Republic of The Marshall Islands. Furthermore, no stamp,
capital gains or other taxes will be imposed by the Republic of The Marshall Islands on the
purchase, ownership or disposition by such persons of our common units.
Canadian Federal Income Tax Consequences. The following discussion is a summary of the material
Canadian federal income tax consequences under the Income Tax Act (Canada) (or the Canada Tax Act),
that we believe are relevant to holders of common units who are, at all relevant times, for the
purposes of the Canada Tax Act and the Canada-United States Tax Convention 1980 (or the
Canada-U.S. Treaty) resident in the United States and who deal at arms length with us and Teekay
Corporation (or U.S. Resident Holders).
Under the Canada Tax Act, no taxes on income (including taxable capital gains) are payable by
U.S. Resident Holders in respect of the acquisition, holding, disposition or redemption of the
common units, provided that we do not carry on business in Canada and such U.S. Resident Holders do
not, for the purposes of the Canada-U.S. Treaty, otherwise have a permanent establishment or fixed
base in Canada to which such common units pertain and, in addition, do not use or hold and are not
deemed or considered to use or hold such common units in the course of carrying on a business in
Canada and, in the case of any U.S. Resident Holders that carry on an insurance business in Canada
and elsewhere, such U.S. Resident Holders establish that the common units are not effectively
connected with their insurance business carried on in Canada.
In this connection, we believe that our activities and affairs and the activities and affairs of
OPCO, a Marshall Island Limited Partnership in which we own a 26.0% limited partnership interest,
are conducted in a manner that both we and OPCO are not carrying on business in Canada. As a
result, U.S. Resident Holders should not be considered to be carrying on business in Canada for
purposes of the Canada Tax Act solely by reason of the acquisition, holding, disposition or
redemption of their common units. We intend that this is the case, notwithstanding that certain
services will be provided to Teekay Offshore Partners L.P., OPCO and its operating subsidiaries
indirectly through arrangements with a subsidiary of Teekay Corporation that is resident and based
in Bermuda, by Canadian service providers. However we cannot assure this result.
Documents on Display
Documents concerning us that are referred to herein may be inspected at our principal executive
headquarters at 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda. Those
documents electronically filed via the SECs Electronic Data Gathering, Analysis, and Retrieval (or
EDGAR) system may also be obtained from the SECs website
at www.sec.gov, free of charge, or from
the SECs Public Reference Section at 100 F Street, NE, Washington, D.C. 20549, at prescribed
rates. Further information on the operation of the SEC public reference rooms may be obtained by
calling the SEC at 1-800-SEC-0330.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are exposed to the impact of interest rate changes primarily through our floating-rate
borrowings. Significant increases in interest rates could adversely affect operating margins,
results of operations and our ability to service debt. From time to time, we use interest rate
swaps to reduce exposure to market risk from changes in interest rates. The principal objective of
these contracts is to minimize the risks and costs associated with the floating-rate debt.
In order to minimize counterparty risk, we only enter into derivative transactions with
counterparties that are rated A or better by Standard & Poors or Aa3 by Moodys at the time of the
transactions. In addition, to the extent possible and practical, interest rate swaps are entered
into with different counterparties to reduce concentration risk.
The tables below provide information about financial instruments as at December 31, 2008 that are
sensitive to changes in interest rates. For debt obligations, the table presents principal payments
and related weighted-average interest rates by expected maturity dates. For interest rate swaps,
the table presents notional amounts and weighted-average interest rates by expected contractual
maturity dates.
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Expected Maturity Date |
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Fair Value |
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2009 |
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2010 |
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2011 |
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2012 |
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2013 |
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Thereafter |
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Total |
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Asset/(Liability) |
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Rate(1) |
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(in millions of U.S. dollars, except percentages) |
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Long-Term Debt: |
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U.S Dollar- denominated (2) |
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125.5 |
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134.7 |
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169.3 |
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147.1 |
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155.4 |
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834.4 |
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1,566.4 |
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(1,476.6 |
) |
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3.4 |
% |
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Interest Rate Swaps: |
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Contract Amount (3) |
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552.5 |
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18.1 |
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18.6 |
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19.2 |
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19.9 |
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703.8 |
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1,332.3 |
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(159.2 |
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4.8 |
% |
Average Fixed Pay Rate (2) |
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4.7 |
% |
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4.9 |
% |
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4.9 |
% |
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4.9 |
% |
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4.9 |
% |
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4.8 |
% |
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4.8 |
% |
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(1) |
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Rate refers to the weighted-average effective interest rate for our 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, 2008 ranged from 0.45% to 0.95%. |
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Interest payments on floating-rate debt and interest rate swaps are based on LIBOR. |
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The average variable receive rate for interest rate swaps is set quarterly at the 3-month
LIBOR or semi-annually at 6-month LIBOR. |
62
Foreign Currency Fluctuation Risk
Our functional currency is U.S. dollars because virtually all of our revenues and most of our
operating costs are in U.S. Dollars. We incur certain vessel operating expenses and general and
administrative expenses in foreign currencies, the most significant of which is the Norwegian
Kroner and, to a lesser extent, Australian Dollars, Euros and Singapore Dollars. For the years
ended December 31, 2008 and 2007, approximately 49.1% and 52.6%, respectively, of vessel operating
costs and general and administrative expenses were denominated in Norwegian Kroner. There is a risk
that currency fluctuations will have a negative effect on the value of cash flows.
On the closing of our initial public offering, OPCO entered into services agreements with
subsidiaries of Teekay Corporation whereby the subsidiaries operate and crew OPCOs vessels. Under
the services agreements, the applicable subsidiaries of Teekay Corporation are paid in U.S. dollars
for reasonable direct and indirect expenses incurred in providing the services. A substantial
majority of those expenses are in Norwegian Kroner. The Teekay Corporation subsidiaries were paid
under the services agreements based on a fixed U.S. Dollar/Norwegian Kroner exchange rate until
December 31, 2008. The exchange rate is no longer fixed under these agreements, which may result in
increased payments by us if the strength of the U.S. Dollar declines relative to the Norwegian
Kroner.
We may continue to seek to hedge these currency fluctuation risks in the future. At December 31,
2008, we were committed to the following foreign currency forward contracts:
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Contract Amount in |
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Average |
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Expected Maturity |
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Foreign Currency |
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Forward Rate(1) |
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2009 |
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2010 |
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(millions) |
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(in millions of U.S. Dollars) |
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Norwegian Kroner |
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1,228.8 |
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5.83 |
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114.7 |
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96.1 |
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Australian Dollar |
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3.3 |
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1.12 |
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3.0 |
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British Pound |
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0.4 |
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0.52 |
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0.7 |
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0.1 |
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Euro |
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24.7 |
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0.69 |
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23.7 |
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12.2 |
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$ |
142.1 |
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$ |
108.4 |
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(1) |
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Average forward rate represents the contracted amount of foreign currency one U.S. Dollar
will buy. |
To the extent the hedge is effective, changes in the fair value of the forward contract are either
offset against the fair value of assets or liabilities through income, or recognized in other
comprehensive income until the hedged item is recognized in income. The ineffective portion of a
forward contracts change in fair value is immediately recognized in income.
Although the majority of transactions, assets and liabilities are denominated in U.S. Dollars, OPCO
had Norwegian Kroner-denominated deferred income taxes of approximately 61.2 million ($8.8 million)
at December 31, 2008. Neither we nor OPCO has entered into any forward contracts to protect against
currency fluctuations on any future taxes.
Commodity Price Risk
We are exposed to changes in forecasted bunker fuel costs for certain vessels being
time-chartered-out and for vessels servicing certain contracts of affreightment. We may use bunker
fuel swap contracts as economic hedges to protect against changes in bunker fuel costs. As at
December 31, 2008, we are not committed to any bunker fuel swap contracts.
Item 12. Description of Securities Other than Equity Securities
Not applicable.
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Unitholders and Use of Proceeds
None.
Item 15. Controls and Procedures
We conducted an evaluation of our disclosure controls and procedures under the supervision and with
the participation of the Chief Executive Officer and Chief Financial Officer of our general
partner. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of December 31, 2008 to ensure that
information required to be disclosed by us in the reports we file or submit under the Securities
and Exchange Act of 1934 is accumulated and communicated to our management, including the principal
executive and principal financial officers of our general partner, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.
63
During 2008, management implemented a change in our internal control over financial reporting which
resulted in a more rigorous process to determine the appropriate accounting treatment for complex
accounting issues such as hedge accounting and non-routine, complex financial structures and
arrangements, including the engagement of appropriately qualified external expertise.
Aside from the item discussed above, during 2008 there were no changes in our internal control over
financial reporting that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
The Chief Executive Officer and Chief Financial Officer of our general partner do not expect that
our disclosure controls or internal controls will prevent all error and all fraud. Although our
disclosure controls and procedures were designed to provide reasonable assurance of achieving their
objectives, a control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the system are met. Further, the design
of a control system must reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within us have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management override of the control.
The design of any system of controls also is based partly on certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions.
Managements Report on Internal Control over Financial Reporting
Management of our general partner is responsible for establishing and maintaining for us adequate
internal controls over financial reporting.
Our internal controls were designed to provide reasonable assurance as to the reliability of our
financial reporting and the preparation and presentation of the consolidated financial statements
for external purposes in accordance with accounting principles generally accepted in the United
States. Our internal controls over financial reporting includes those policies and procedures that,
1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets; 2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of the financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures are being made in
accordance with authorizations of management and the directors of our general partnership; and 3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the financial statements.
We conducted an evaluation of the effectiveness of our internal control over financial reporting
based upon the framework in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. This evaluation included review of the
documentation of controls, evaluation of the design effectiveness of controls, testing of the
operating effectiveness of controls and a conclusion on this evaluation.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements even when determined to be effective and can only provide reasonable assurance
with respect to financial statement preparation and presentation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies and
procedures may deteriorate. However, based on the evaluation, management believes that we
maintained effective internal control over financial reporting as of December 31, 2008.
Our independent auditors, Ernst & Young LLP, a registered public accounting firm has audited the
accompanying consolidated financial statements and our internal control over financial reporting.
Their attestation report on the effectiveness of our internal control over financial reporting can
be found on page F-2 of this Annual Report.
Item 16A. Audit Committee Financial Expert
The Board of Directors of our general partner has determined that director David L. Lemmon
qualifies as an audit committee financial expert and is independent under applicable NYSE and SEC
standards.
Item 16B. Code of Ethics
Our general partner has adopted Standards of Business Conduct that include a Code of Ethics for all
our employees and the employees and directors of our general partner. This document is available
under Other Information Partnership Governance in the Investor Centre of our web site
(www.teekayoffshore.com). We intend to disclose, under Other Information Partnership Governance
in the Investor Centre of our web site, any waivers to or amendments of the Code of Ethics for the
benefit of any directors and executive officers of our general partner.
64
Item 16C. Principal Accountant Fees and Services
Our principal accountant for 2008 and 2007 was Ernst & Young LLP, Chartered Accountants. The
following table shows the fees we or our predecessor paid or accrued for audit services provided by
Ernst & Young LLP for 2008 and 2007.
|
|
|
|
|
|
|
|
|
Fees |
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Audit Fees (1) |
|
$ |
1,355,500 |
|
|
$ |
437,800 |
|
Tax Fees (2) |
|
|
3,400 |
|
|
|
15,800 |
|
|
|
|
|
|
|
|
Total |
|
$ |
1,358,900 |
|
|
$ |
453,600 |
|
|
|
|
|
|
|
|
|
|
|
(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 follow-on offering of common units in June 2008. Audit fees also include fees
of $418,100 related to the restatement of our historical results for the five years ended
December 31, 2007 and $90,400
related to additional fees for the 2007 audit, which were not agreed until after we had filed our 2007 Annual Report on Form 20-F with the
SEC on April 11, 2008. |
|
(2) |
|
For 2008 and 2007, respectively, tax fees principally included corporate tax compliance fees of $3,400 and $15,800. |
The Audit Committee of our general partners Board of Directors has the authority to pre-approve
permissible audit-related and non-audit services not prohibited by law to be performed by our
independent auditors and associated fees. Engagements for proposed services either may be
separately pre-approved by the Audit Committee or entered into pursuant to detailed pre-approval
policies and procedures established by the Audit Committee, as long as the Audit Committee is
informed on a timely basis of any engagement entered into on that basis. The Audit Committee
separately pre-approved all engagements and fees paid to our principal accountant in 2008.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Units by the Issuer and Affiliated Purchasers
Not applicable.
65
PART III
Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
The following financial statements, together with the related reports of Ernst & Young LLP,
Independent Registered Public Accounting Firm thereon, are filed as part of this Annual Report:
|
|
|
|
|
|
|
Page |
|
|
|
|
|
|
|
|
|
F-1, F-2 |
|
|
|
|
|
|
Consolidated Financial Statements |
|
|
|
|
|
|
|
|
|
|
|
|
F-3 |
|
|
|
|
|
|
|
|
|
F-4 |
|
|
|
|
|
|
|
|
|
F-5 |
|
|
|
|
|
|
|
|
|
F-6 |
|
|
|
|
|
|
|
|
|
F-9 |
|
|
|
|
|
|
All schedules for which provision is made in the applicable accounting regulations of the SEC are
not required, are inapplicable or have been disclosed in the Notes to the Consolidated Financial
Statements and therefore have been omitted.
Item 19. Exhibits
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 |
|
|
Teekay Offshore Partners L.P. 2006 Long-Term Incentive Plan (1) |
|
4.4 |
|
|
Amended and Restated Omnibus Agreement (1) |
|
4.5 |
|
|
Administrative Services Agreement between Teekay Offshore Operating Partners L.P. and Teekay Limited (3) |
|
4.6 |
|
|
Advisory, Technical and Administrative Services Agreement between Teekay Offshore Operating Partners L.P. and Teekay Limited (3) |
|
4.7 |
|
|
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 Partnerships 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 Partnerships 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 Partnerships 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. |
66
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and
that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
|
|
|
|
|
TEEKAY OFFSHORE PARTNERS L.P.
|
|
|
By: |
Teekay Offshore GP L.L.C., its general partner
|
|
|
|
|
Dated: June 29, 2009 |
By: |
/s/ Peter Evensen
|
|
|
|
Peter Evensen |
|
|
|
Chief Executive Officer and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
67
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Teekay Offshore GP L.L.C.,
General Partner of Teekay Offshore Partners L.P.,
and the Limited Partners of Teekay Offshore Partners L.P.
We have audited the accompanying consolidated balance sheets of Teekay Offshore Partners L.P.
(successor to Teekay Offshore Partners Predecessor) and subsidiaries (or the Partnership) as of
December 31, 2008 and 2007, and the related consolidated
statements of income (loss), partners equity/owners
equity and cash flows for each of the three years in the period ended December 31, 2008, 2007 and 2006 aggregated as follows:
Year Ended December 31, 2008
|
|
|
January 1 to December 31, 2008 |
Year Ended December 31, 2007
|
|
|
January 1 to December 31, 2007 |
Year Ended December 31, 2006
|
|
|
January 1 to December 18, 2006 |
|
|
|
|
December 19 to December 31, 2006 |
These financial statements are the responsibility of the Partnerships management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Teekay Offshore Partners L.P. and subsidiaries at
December 31, 2008 and 2007, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 2008 in conformity with U.S. generally accepted
accounting principles.
As discussed in Note 1 to the consolidated financial statements, on January 1, 2007, the
Partnership adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation
No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Teekay Offshore Partners L.P.s internal control over financial reporting as
of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June
24, 2009 expressed an unqualified opinion thereon.
|
|
|
|
|
Vancouver, Canada
|
|
/s/ Ernst & Young LLP |
|
|
June 24, 2009
|
|
Chartered Accountants
|
|
|
F - 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Teekay Offshore GP L.L.C.,
General Partner of Teekay Offshore Partner L.P.,
and the Limited Partners of Teekay Offshore Partners L.P.
We have audited Teekay Offshore Partners L.P.s (or the Partnerships) internal control over
financial reporting as of December 31, 2008, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (or the COSO criteria). Teekay Offshore Partners L.P.s management is responsible for
maintaining effective internal control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting included in Managements Report on
Internal Control over Financial Reporting in the accompanying Form 20-F. Our responsibility is to
express an opinion on the Partnerships internal control over financial reporting based on our
audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed 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. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the
Partnership are being made only in accordance with authorizations of management and directors of
the Partnership; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Partnerships assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion Teekay Offshore Partners L.P. has maintained in all material respects effective
internal control over financial reporting as of December 31, 2008 based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the 2008 consolidated financial statements of Teekay Offshore Partners L.P. and our
report dated June 24, 2009 expressed an unqualified opinion
thereon.
|
|
|
|
|
Vancouver, Canada
|
|
/s/ Ernst & Young LLP |
|
|
June 24, 2009
|
|
Chartered Accountants
|
|
|
F - 2
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES (Note 1)
(Successor to Teekay Offshore Partners Predecessor)
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in thousands of U.S. dollars, except unit and per unit data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1 |
|
|
December 19 |
|
|
|
Year Ended |
|
|
Year Ended |
|
|
to |
|
|
to |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 18, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
VOYAGE REVENUES ($190,536, $154,605, and $74,651 for 2008, 2007,
and 2006, respectively, from related parties notes 10a, 10f,
10g, 10h, 10i, 10w, and 10aa) |
|
|
872,492 |
|
|
|
785,203 |
|
|
|
617,514 |
|
|
|
24,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses |
|
|
225,029 |
|
|
|
151,637 |
|
|
|
91,321 |
|
|
|
3,102 |
|
Vessel operating expenses (including ($1,445) and ($4,800) from
related parties for 2008 and 2007 respectively notes 10r, 10t
and 10x, note 11) |
|
|
184,416 |
|
|
|
149,660 |
|
|
|
107,991 |
|
|
|
4,297 |
|
Time-charter hire expense |
|
|
132,234 |
|
|
|
150,463 |
|
|
|
159,973 |
|
|
|
5,641 |
|
Depreciation and amortization |
|
|
138,437 |
|
|
|
124,370 |
|
|
|
100,823 |
|
|
|
3,726 |
|
General and administrative ($51,314, $55,543, and $28,102 for
2008, 2007 and 2006, respectively, from related parties notes
10j, 10k, 10l, and 10m, note 11) |
|
|
64,230 |
|
|
|
62,404 |
|
|
|
63,014 |
|
|
|
2,177 |
|
Gain on sale of vessels and equipment net of writedowns (note 15) |
|
|
|
|
|
|
|
|
|
|
(4,778 |
) |
|
|
|
|
Restructuring charge (note 9) |
|
|
|
|
|
|
|
|
|
|
832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
744,346 |
|
|
|
638,534 |
|
|
|
519,176 |
|
|
|
18,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from vessel operations |
|
|
128,146 |
|
|
|
146,669 |
|
|
|
98,338 |
|
|
|
5,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ITEMS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (note 6, includes $132,617, $44,523 and $(3,346)
for 2008, 2007 and 2006, respectively, in unrealized losses
(gains) related to interest rate swaps note 11, and $1,236 and $27,056 for 2007 and 2006, respectively, from related parties -
notes 10d, 10e, and 10z) |
|
|
(215,727 |
) |
|
|
(126,304 |
) |
|
|
(64,462 |
) |
|
|
(1,617 |
) |
Interest income |
|
|
4,086 |
|
|
|
5,871 |
|
|
|
5,167 |
|
|
|
191 |
|
Equity income from joint ventures |
|
|
|
|
|
|
|
|
|
|
6,321 |
|
|
|
|
|
Foreign currency exchange gain (loss) (note 11) |
|
|
4,343 |
|
|
|
(11,678 |
) |
|
|
(66,214 |
) |
|
|
(118 |
) |
Other income net (note 9) |
|
|
11,936 |
|
|
|
10,403 |
|
|
|
8,367 |
|
|
|
309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other items |
|
|
(195,362 |
) |
|
|
(121,708 |
) |
|
|
(110,821 |
) |
|
|
(1,235 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations before
non-controlling interest and income tax recovery (expense) |
|
|
(67,216 |
) |
|
|
24,961 |
|
|
|
(12,483 |
) |
|
|
4,219 |
|
Income tax recovery (expense) (note 12) |
|
|
56,704 |
|
|
|
10,516 |
|
|
|
(3,260 |
) |
|
|
(121 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations before
non-controlling interest |
|
|
(10,512 |
) |
|
|
35,477 |
|
|
|
(15,743 |
) |
|
|
4,098 |
|
Non-controlling interest |
|
|
(7,122 |
) |
|
|
(31,519 |
) |
|
|
(3,893 |
) |
|
|
(2,636 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income from continuing operations |
|
|
(17,634 |
) |
|
|
3,958 |
|
|
|
(19,636 |
) |
|
|
1,462 |
|
Net loss from discontinued operations (note 18) |
|
|
|
|
|
|
|
|
|
|
(10,656 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(17,634 |
) |
|
|
3,958 |
|
|
|
(30,292 |
) |
|
|
1,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dropdown predecessors interest in net income (note 1) |
|
|
1,333 |
|
|
|
1,300 |
|
|
|
3,097 |
|
|
|
114 |
|
General partners interest in net income |
|
|
8,918 |
|
|
|
733 |
|
|
|
|
|
|
|
64 |
|
Limited partners interest: (note 16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income from continuing operations |
|
|
(27,885 |
) |
|
|
1,925 |
|
|
|
(22,733 |
) |
|
|
1,284 |
|
Net (loss) income from continuing operations per: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Common unit (basic and diluted) |
|
|
(0.90 |
) |
|
|
0.12 |
|
|
|
(1.80 |
) |
|
|
0.07 |
|
- Subordinated unit (basic and diluted) |
|
|
(0.90 |
) |
|
|
0.07 |
|
|
|
(1.80 |
) |
|
|
0.06 |
|
- Total unit (basic and diluted) |
|
|
(0.90 |
) |
|
|
0.10 |
|
|
|
(1.80 |
) |
|
|
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from discontinued operations |
|
|
|
|
|
|
|
|
|
|
(10,656 |
) |
|
|
|
|
Net loss from discontinued operations per: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Common unit (basic and diluted) |
|
|
|
|
|
|
|
|
|
|
(0.85 |
) |
|
|
|
|
- Subordinated unit (basic and diluted) |
|
|
|
|
|
|
|
|
|
|
(0.85 |
) |
|
|
|
|
- Total unit (basic and diluted) |
|
|
|
|
|
|
|
|
|
|
(0.85 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(27,885 |
) |
|
|
1,925 |
|
|
|
(33,389 |
) |
|
|
1,284 |
|
Net (loss) income per: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Common unit (basic and diluted) |
|
|
(0.90 |
) |
|
|
0.12 |
|
|
|
(2.65 |
) |
|
|
0.07 |
|
- Subordinated unit (basic and diluted) |
|
|
(0.90 |
) |
|
|
0.07 |
|
|
|
(2.65 |
) |
|
|
0.06 |
|
- Total unit (basic and diluted) |
|
|
(0.90 |
) |
|
|
0.10 |
|
|
|
(2.65 |
) |
|
|
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of units outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Common units (basic and diluted) |
|
|
15,461,202 |
|
|
|
9,800,000 |
|
|
|
2,800,000 |
|
|
|
9,800,000 |
|
- Subordinated units (basic and diluted) |
|
|
9,800,000 |
|
|
|
9,800,000 |
|
|
|
9,800,000 |
|
|
|
9,800,000 |
|
- Total units (basic and diluted) |
|
|
25,261,202 |
|
|
|
19,600,000 |
|
|
|
12,600,000 |
|
|
|
19,600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash distributions declared per unit |
|
|
1.65 |
|
|
|
1.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 3
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES (Note 1)
(Successor to Teekay Offshore Partners Predecessor)
CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
As at |
|
|
As at |
|
|
|
December 31, 2008 |
|
|
December 31, 2007 |
|
|
|
$ |
|
|
$ |
|
ASSETS |
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
Cash and cash equivalents (note 6) |
|
|
131,488 |
|
|
|
121,224 |
|
Accounts receivable |
|
|
39,500 |
|
|
|
42,245 |
|
Net investment in direct financing leases current (note 7) |
|
|
22,941 |
|
|
|
22,268 |
|
Prepaid expenses |
|
|
25,334 |
|
|
|
34,219 |
|
Due from affiliates (note 10y) |
|
|
10,110 |
|
|
|
18,350 |
|
Other current assets |
|
|
2,585 |
|
|
|
7,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
231,958 |
|
|
|
245,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessels and equipment (note 6) |
|
|
|
|
|
|
|
|
At cost, less accumulated depreciation of $793,918 (December 31, 2007 $694,258) |
|
|
1,708,006 |
|
|
|
1,662,865 |
|
|
|
|
|
|
|
|
|
|
Net investment in direct financing leases (note 7) |
|
|
55,710 |
|
|
|
78,199 |
|
Other assets |
|
|
12,015 |
|
|
|
14,423 |
|
Intangible assets net (note 4) |
|
|
45,290 |
|
|
|
55,355 |
|
Goodwill shuttle tanker segment |
|
|
127,113 |
|
|
|
127,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
2,180,092 |
|
|
|
2,183,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS EQUITY |
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
Accounts payable |
|
|
9,901 |
|
|
|
12,076 |
|
Accrued liabilities (note 5) |
|
|
44,467 |
|
|
|
38,464 |
|
Due to affiliate (note 10y) |
|
|
8,715 |
|
|
|
17,554 |
|
Current portion of derivative instruments (note 11) |
|
|
54,937 |
|
|
|
5,277 |
|
Current portion of long-term debt (note 6) |
|
|
125,503 |
|
|
|
64,060 |
|
Due to joint venture partners |
|
|
21,019 |
|
|
|
3,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
264,542 |
|
|
|
140,965 |
|
|
|
|
|
|
|
|
Long-term debt (note 6) |
|
|
1,440,933 |
|
|
|
1,453,407 |
|
Deferred income tax (note 12) |
|
|
12,648 |
|
|
|
77,306 |
|
Derivative instruments (note 11) |
|
|
138,374 |
|
|
|
17,770 |
|
Other long-term liabilities |
|
|
21,346 |
|
|
|
24,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,877,843 |
|
|
|
1,713,891 |
|
|
|
|
|
|
|
|
Commitments and contingencies (notes 6, 7, 11 and 13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest |
|
|
201,383 |
|
|
|
392,613 |
|
|
|
|
|
|
|
|
|
|
Partners equity |
|
|
|
|
|
|
|
|
Partners equity |
|
|
117,910 |
|
|
|
77,108 |
|
Accumulated other comprehensive (loss) income |
|
|
(17,044 |
) |
|
|
293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total partners equity |
|
|
100,866 |
|
|
|
77,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and partners equity |
|
|
2,180,092 |
|
|
|
2,183,905 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 4
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES (Note 1)
(Successor to Teekay Offshore Partners Predecessor)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
Cash and cash equivalents provided by (used for) |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(17,634 |
) |
|
|
3,958 |
|
|
|
(28,830 |
) |
Non-cash items: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss (gain) on derivative instruments (note 11) |
|
|
130,482 |
|
|
|
45,957 |
|
|
|
(3,346 |
) |
Depreciation and amortization |
|
|
138,437 |
|
|
|
124,370 |
|
|
|
104,549 |
|
Non-controlling interest |
|
|
7,122 |
|
|
|
31,519 |
|
|
|
6,529 |
|
Gain on sale of vessels |
|
|
|
|
|
|
|
|
|
|
(6,928 |
) |
Loss on writedown of vessels and equipment |
|
|
|
|
|
|
|
|
|
|
2,150 |
|
Equity income (net of dividends received: December 31, 2006 $6,002) |
|
|
|
|
|
|
|
|
|
|
(319 |
) |
Income tax (recovery) expense |
|
|
(56,704 |
) |
|
|
(10,516 |
) |
|
|
425 |
|
Foreign currency exchange (gain) loss and other |
|
|
(1,029 |
) |
|
|
11,425 |
|
|
|
72,438 |
|
Change in non-cash working capital items related to operating activities (note 14) |
|
|
22,943 |
|
|
|
(33,706 |
) |
|
|
51,039 |
|
Distribution from subsidiaries to non-controlling interest owners |
|
|
(71,976 |
) |
|
|
(78,107 |
) |
|
|
(4,224 |
) |
Expenditures for drydocking |
|
|
(29,075 |
) |
|
|
(49,053 |
) |
|
|
(31,255 |
) |
|
|
|
|
|
|
|
|
|
|
Net operating cash flow |
|
|
122,566 |
|
|
|
45,847 |
|
|
|
162,228 |
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt |
|
|
191,000 |
|
|
|
298,443 |
|
|
|
1,290,750 |
|
Debt issuance costs |
|
|
(1,500 |
) |
|
|
|
|
|
|
(6,178 |
) |
Scheduled repayments of long-term debt |
|
|
(68,031 |
) |
|
|
(17,328 |
) |
|
|
(119,900 |
) |
Prepayments of long-term debt |
|
|
(119,000 |
) |
|
|
(152,000 |
) |
|
|
(493,527 |
) |
Repayments of capital lease obligations |
|
|
|
|
|
|
|
|
|
|
(34,245 |
) |
Net advances to affiliates |
|
|
(46,544 |
) |
|
|
(42,935 |
) |
|
|
(793,488 |
) |
Net advances from joint venture partners |
|
|
17,485 |
|
|
|
|
|
|
|
|
|
Equity contribution from joint venture partner |
|
|
5,200 |
|
|
|
|
|
|
|
|
|
Equity distribution from (to) Teekay Corporation |
|
|
|
|
|
|
1,819 |
|
|
|
(230,886 |
) |
Proceeds from issuance of common units (note 2) |
|
|
216,837 |
|
|
|
|
|
|
|
157,963 |
|
Expenses from issuance of common units |
|
|
(6,192 |
) |
|
|
(2,793 |
) |
|
|
|
|
Distribution to Teekay Corporation relating to purchase of SPT Explorer L.L.C. and SPT Navigator L.L.C. (note 10w) |
|
|
(16,661 |
) |
|
|
|
|
|
|
|
|
Distribution to Teekay Corporation relating to purchase of
Dampier LLC (note 10p) |
|
|
|
|
|
|
(30,253 |
) |
|
|
|
|
Excess purchase price over the contributed basis of a 25% interest in
Teekay Offshore Operating L.P. (note 10v) |
|
|
(91,562 |
) |
|
|
|
|
|
|
|
|
Distribution to Teekay Corporation relating to purchase of Navion Bergen L.L.C.
(note 10o) |
|
|
|
|
|
|
(48,800 |
) |
|
|
|
|
Excess of purchase price over the contributed basis of a 50% interest in
Navion Gothenburg L.L.C. (note 10o) |
|
|
|
|
|
|
(6,358 |
) |
|
|
|
|
Cash distributions paid |
|
|
(42,226 |
) |
|
|
(22,700 |
) |
|
|
|
|
Other |
|
|
|
|
|
|
(1,000 |
) |
|
|
(727 |
) |
|
|
|
|
|
|
|
|
|
|
Net financing cash flow |
|
|
38,806 |
|
|
|
(23,905 |
) |
|
|
(230,238 |
) |
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for vessels and equipment |
|
|
(57,858 |
) |
|
|
(20,997 |
) |
|
|
(31,079 |
) |
Proceeds from sale of vessels and equipment |
|
|
|
|
|
|
3,225 |
|
|
|
61,713 |
|
Investment in direct financing lease assets |
|
|
(536 |
) |
|
|
(8,378 |
) |
|
|
(13,256 |
) |
Direct financing lease payments received |
|
|
22,352 |
|
|
|
21,677 |
|
|
|
19,323 |
|
Purchase of a 25% interest in Teekay Offshore Operating L.P (note 10v) |
|
|
(115,066 |
) |
|
|
|
|
|
|
|
|
Cash assumed upon consolidation of 50%-owned subsidiaries |
|
|
|
|
|
|
|
|
|
|
17,055 |
|
Purchase of a 50% interest in Navion Gothenburg L.L.C. (note 10o) |
|
|
|
|
|
|
(10,231 |
) |
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
(746 |
) |
|
|
|
|
|
|
|
|
|
|
Net investing cash flow |
|
|
(151,108 |
) |
|
|
(14,704 |
) |
|
|
53,010 |
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
10,264 |
|
|
|
7,238 |
|
|
|
(15,000 |
) |
Adjustment for net change in cash and cash equivalents in discontinued operations |
|
|
|
|
|
|
|
|
|
|
2,456 |
|
Cash and cash equivalents, beginning of the year |
|
|
121,224 |
|
|
|
113,986 |
|
|
|
126,530 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of the year |
|
|
131,488 |
|
|
|
121,224 |
|
|
|
113,986 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental
cash flow disclosure (note 14)
The accompanying notes are an integral part of the consolidated financial statements.
F - 5
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES (Note 1)
(Successor to Teekay Offshore Partners Predecessor)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS EQUITY/OWNERS EQUITY
(in thousands of U.S. dollars and units)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
Comprehensive |
|
|
Total Owners |
|
|
|
Owners Equity |
|
|
Income (Loss) |
|
|
Equity |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
Balance as at December 31, 2005 |
|
|
795,663 |
|
|
|
|
|
|
|
795,663 |
|
|
|
|
|
|
|
|
|
|
|
Net loss and comprehensive loss (January 1 to December 18, 2006) |
|
|
(30,292 |
) |
|
|
|
|
|
|
(30,292 |
) |
Net change in parents equity in Dropdown Predecessor |
|
|
798 |
|
|
|
|
|
|
|
798 |
|
Gain on sale of Navion Shipping Ltd. to Teekay Corporation (notes 10a and 18) |
|
|
18,468 |
|
|
|
|
|
|
|
18,468 |
|
Gain on sale of Norwegian subsidiaries to Teekay Corporation (note 10c) |
|
|
23,260 |
|
|
|
|
|
|
|
23,260 |
|
Loss on sale of the Borga to Teekay Corporation (note 10b) |
|
|
(11,900 |
) |
|
|
|
|
|
|
(11,900 |
) |
Stock compensation expense (note 1) |
|
|
1,048 |
|
|
|
|
|
|
|
1,048 |
|
Excess purchase price over the contributed basis of Teekay Offshore Partners
Predecessor (note 1) |
|
|
(231,684 |
) |
|
|
|
|
|
|
(231,684 |
) |
Purchase of a 26% interest in Teekay Offshore Operating L.P. from Teekay
Corporation (note 1) |
|
|
(134,629 |
) |
|
|
|
|
|
|
(134,629 |
) |
Reclassification adjustment for Teekay Corporations 74% non-controlling
interest in Teekay Offshore Operating L.P. (note 1) |
|
|
(376,089 |
) |
|
|
|
|
|
|
(376,089 |
) |
|
|
|
|
|
|
|
|
|
|
Balance as at December 18, 2006 |
|
|
54,643 |
|
|
|
|
|
|
|
54,643 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 6
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES (Note 1)
(Successor to Teekay Offshore Partners Predecessor)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS EQUITY/OWNERS EQUITY
(in thousands of U.S. dollars and units)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Owners Equity |
|
|
PARTNERS EQUITY |
|
|
Other |
|
|
|
|
|
|
(Predecessor |
|
|
Limited Partners |
|
|
General |
|
|
Comprehensive |
|
|
|
|
|
|
and Dropdown |
|
|
Common |
|
|
Subordinated |
|
|
Partner |
|
|
Income (Loss) |
|
|
Total |
|
|
|
Predecessor) |
|
|
Units |
|
|
$ |
|
|
Units |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Balance as at December 18, 2006 |
|
|
54,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
and comprehensive income (December 19 31, 2006) |
|
|
114 |
|
|
|
|
|
|
|
678 |
|
|
|
|
|
|
|
606 |
|
|
|
64 |
|
|
|
|
|
|
|
1,462 |
|
Allocation of Predecessor and Dropdown Predecessors equity to
unitholders (note 1) |
|
|
(2,965 |
) |
|
|
2,800 |
|
|
|
634 |
|
|
|
9,800 |
|
|
|
2,220 |
|
|
|
111 |
|
|
|
|
|
|
|
|
|
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 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at December 31, 2006 |
|
|
51,792 |
|
|
|
9,800 |
|
|
|
135,941 |
|
|
|
9,800 |
|
|
|
2,826 |
|
|
|
175 |
|
|
|
|
|
|
|
190,734 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (January 1 - December 31, 2007) |
|
|
1,300 |
|
|
|
|
|
|
|
1,225 |
|
|
|
|
|
|
|
700 |
|
|
|
733 |
|
|
|
|
|
|
|
3,958 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized net gain on qualifying cash flow
hedging instruments (note 11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
281 |
|
|
|
281 |
|
Realized net loss on qualifying cash flow
hedging instruments (note 11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution of foreign currency
forward contracts from Teekay
Corporation (note 10s) |
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
89 |
|
|
|
4 |
|
|
|
|
|
|
|
109 |
|
Offering costs from public offering of
limited partnership interests |
|
|
|
|
|
|
|
|
|
|
(93 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(93 |
) |
Net change in parents equity in Dropdown
Predecessor (note 14e) |
|
|
(6,939 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,939 |
) |
Purchase of Navion Bergen LLC and Navion
Gothenburg LLC from Teekay Corporation
(note 10o) |
|
|
(29,756 |
) |
|
|
|
|
|
|
(3,720 |
) |
|
|
|
|
|
|
(20,832 |
) |
|
|
(850 |
) |
|
|
|
|
|
|
(55,158 |
) |
Purchase of Dampier Spirit LLC from
Teekay Corporation (note 10p) |
|
|
(16,397 |
) |
|
|
|
|
|
|
(2,029 |
) |
|
|
|
|
|
|
(11,363 |
) |
|
|
(464 |
) |
|
|
|
|
|
|
(30,253 |
) |
Contribution of interest rate swap agreement
from Teekay Corporation (note 10q) |
|
|
|
|
|
|
|
|
|
|
(373 |
) |
|
|
|
|
|
|
(2,092 |
) |
|
|
(85 |
) |
|
|
|
|
|
|
(2,550 |
) |
Cash distributions |
|
|
|
|
|
|
|
|
|
|
(11,123 |
) |
|
|
|
|
|
|
(11,123 |
) |
|
|
(454 |
) |
|
|
|
|
|
|
(22,700 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at December 31, 2007 |
|
|
|
|
|
|
9,800 |
|
|
|
119,844 |
|
|
|
9,800 |
|
|
|
(41,795 |
) |
|
|
(941 |
) |
|
|
293 |
|
|
|
77,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 7
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES (Note 1)
(Successor to Teekay Offshore Partners Predecessor)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS EQUITY/OWNERS EQUITY
(in thousands of U.S. dollars and units)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Owners |
|
|
PARTNERS EQUITY |
|
|
Other |
|
|
|
|
|
|
Equity |
|
|
Limited Partners |
|
|
General |
|
|
Comprehensive |
|
|
|
|
|
|
(Dropdown |
|
|
Common |
|
|
Subordinated |
|
|
Partner |
|
|
Income (Loss) |
|
|
Total |
|
|
|
Predecessor) |
|
|
Units |
|
|
$ |
|
|
Units |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Balance as at December 31, 2007 |
|
|
|
|
|
|
9,800 |
|
|
|
119,844 |
|
|
|
9,800 |
|
|
|
(41,795 |
) |
|
|
(941 |
) |
|
|
293 |
|
|
|
77,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss (January 1 December 31, 2008) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,333 |
|
|
|
(19,049 |
) |
|
|
(8,836 |
) |
|
|
8,918 |
|
|
|
(17,634 |
) |
Unrealized net loss on qualifying cash flow
hedging instruments (note 11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,209 |
) |
|
|
(20,209 |
) |
Realized net gain on qualifying cash flow
hedging instruments (note 11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,906 |
|
|
|
1,906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35,937 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of a 25% interest in Teekay
Offshore Operating L.P. from Teekay
Corporation (note 10v) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,025 |
) |
|
|
(58,846 |
) |
|
|
(3,657 |
) |
|
|
966 |
|
|
|
(91,562 |
) |
Proceeds from follow-on public offering and private placement of
limited partnership interests, net
of offering costs of $6,192 (note 2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,625 |
|
|
|
206,308 |
|
|
|
4,337 |
|
|
|
210,645 |
|
Purchase of SPT Explorer L.L.C. and SPT
Navigator L.L.C. from Teekay Corporation
(note 10w) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,333 |
) |
|
|
(5,231 |
) |
|
|
(10,253 |
) |
|
|
(638 |
) |
|
|
(17,455 |
) |
Cash distributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25,201 |
) |
|
|
(16,170 |
) |
|
|
(855 |
) |
|
|
(42,226 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at December 31, 2008 |
|
|
|
|
|
|
20,425 |
|
|
|
246,646 |
|
|
|
9,800 |
|
|
|
(135,900 |
) |
|
|
7,164 |
|
|
|
(17,044 |
) |
|
|
100,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 8
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
1. |
|
Summary of Significant Accounting Policies |
Basis of presentation
During August 2006, Teekay Corporation formed Teekay Offshore Partners L.P., a Marshall Islands
limited partnership (the Partnership), as part of its strategy to expand in the marine
transportation, processing and storage sectors of the offshore oil industry and for the
Partnership to acquire, in connection with the Partnerships initial public offering of its
common units, a 26.0% interest in Teekay Offshore Operating L.P. (or OPCO), consisting of a
25.99% limited partner interest to be held directly by the Partnership and a 0.01% general
partner interest to be held through the Partnerships ownership of Teekay Offshore Operating GP
L.L.C., OPCOs sole general partner.
Prior to the closing of the Partnerships initial public offering on December 19, 2006, Teekay
Corporation transferred eight Aframax conventional crude oil tankers to a subsidiary of Norsk
Teekay Holdings Ltd. (or Norsk Teekay) and one floating storage and offtake (or FSO) unit to
Teekay Offshore Australia Trust. Teekay Corporation then transferred to OPCO all of the
outstanding interests of four wholly-owned subsidiaries Norsk Teekay, Teekay Nordic Holdings
Inc., Teekay Offshore Australia Trust and Pattani Spirit L.L.C. These four wholly-owned
subsidiaries, the assets of which include the eight Aframax conventional crude oil tankers and
the FSO unit, are collectively referred to as Teekay Offshore Partners Predecessor or the
Predecessor. The excess of the price paid by the Partnership over the book value of these assets
was $231.7 million and was accounted for as an equity distribution to Teekay Corporation.
Immediately prior to the closing of the Partnerships initial public offering, Teekay
Corporation sold to the Partnership the 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 of the Partnership and a $134.6 million
non-interest bearing promissory note and (b) the issuance of the 2.0% general partner interest
in the Partnership and all of the Partnerships incentive distribution rights to Teekay Offshore
GP L.L.C., a wholly owned subsidiary of Teekay Corporation (or the General Partner). The
Partnership controls OPCO through its ownership of OPCOs general partner and Teekay Corporation
initially owned the remaining 74.0% interest in OPCO. These transfers represented a
reorganization of entities under common control and were recorded at historical cost.
Immediately preceding the public offering, the net book equity of the Partnerships 26% share of
these assets was $3.5 million. In June 2008, the Partnership purchased from Teekay Corporation
an additional 25.0% limited partner interest in OPCO. Teekay Corporation currently owns the
remaining 49.0% interest in OPCO.
As required by Statement of Financial Accounting Standards (or SFAS) No. 141, Business
Combinations, the Partnership accounts for the acquisition of interests in vessels from Teekay
Corporation as a transfer of a business between entities under common control. The method of
accounting prescribed by SFAS No. 141 for such transfers is similar to pooling of interests
method of accounting. Under this method, the carrying amount of net assets recognized in the
balance sheets of each combining entity is carried forward to the balance sheet of the combined
entity, and no other assets or liabilities are recognized as a result of the combination. The
excess of the proceeds paid, if any, by the Partnership over Teekay Corporations historical
cost is accounted for as an equity distribution to Teekay Corporation. In addition, transfers of
net assets between entities under common control are accounted for as if the transfer occurred
from the date that the Partnership and the acquired vessels were both under common control of
Teekay Corporation and had begun operations. As a result, the Partnerships financial statements
prior to the date the interests in these vessels were actually acquired by the Partnership are
retroactively adjusted to include the results of these vessels operated during the periods under
common control of Teekay Corporation.
In July 2007, the Partnership acquired from Teekay Corporation ownership of its 100% interest in
the 2000-built shuttle tanker Navion Bergen and its 50% interest in the 2006-built shuttle
tanker Navion Gothenburg, respectively. The acquisitions included the assumption of debt,
related interest rate swap agreements and Teekay Corporations rights and obligations under
13-year, fixed-rate bareboat charters. In October 2007, the Partnership acquired from Teekay
Corporation its interest in the FSO unit Dampier Spirit, along with its 7-year fixed-rate
time-charter. In June 2008, the Partnership acquired from Teekay Corporation its interest in two
2008- built Aframax lightering tankers, the SPT Explorer and the SPT Navigator. The acquisition
included the assumption of debt and Teekay Corporations rights and obligations under 10-year,
fixed-rate bareboat charters (with options exercisable by the charterer to extend up to an
additional five years). All of these transactions were deemed to be business acquisitions
between entities under common control. As a result, the Partnerships statement of income (loss)
for the years ended December 31, 2008, 2007 and 2006, the Partnerships statement of cash flows
for the years ended December 31, 2008, 2007 and 2006, and the Partnerships statement of changes
in partners equity and balance sheets for the years ended December 31, 2008, 2007 and 2006 have
been retroactively adjusted to include the results of these acquired vessels (referred to herein
as the Dropdown Predecessor), from the date that the Partnership and acquired vessels were both
under common control of Teekay Corporation and had begun operations. These vessels began
operations on April 16, 2007 (Navion Bergen), July 24, 2007 (Navion Gothenburg), March 15, 1998
(Dampier Spirit), January 7, 2008 (SPT Explorer) and March 28, 2008 (SPT Navigator). The effect
of adjusting the Partnerships financial statements to account for these common control
transfers increased the Partnerships net income by $1.3 million, $1.3 million and $3.2 million
for the years ended December 31, 2008, 2007 and 2006.
The consolidated financial statements reflect the combined consolidated financial position,
results of operations and cash flows of the Predecessor and its subsidiaries, including, as
applicable, the Dropdown Predecessor. In the preparation of these consolidated financial
statements, general and administrative expenses and interest expense were not identifiable as
relating solely to each specific vessel. General and administrative expenses (consisting
primarily of salaries and other employee related costs, office rent, legal and professional
fees, and travel and entertainment) were allocated based on the Predecessors or Dropdown
Predecessors proportionate share of Teekay Corporations total ship-operating (calendar) days
for each of the periods presented. In addition, to the extent the Predecessor and Dropdown
Predecessor were capitalized with non-interest bearing loans from Teekay Corporation and its
subsidiaries, these intercompany loans were generally used to finance the acquisition of the
vessels. Interest expense includes the allocation of interest to the Predecessor and the
Dropdown Predecessor from Teekay Corporation and its subsidiaries based upon the
weighted-average outstanding balance of these intercompany loans and the weighted-average
interest rate outstanding on Teekay Corporations loan facilities that were used to finance
these intercompany loans. Management believes these allocations reasonably present the general
and administrative expenses and interest expense of the Predecessor and the Dropdown
Predecessor.
F - 9
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor) (Contd)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
The consolidated financial statements have been prepared in conformity with United States
generally accepted accounting principles (or GAAP). They include the accounts of the
Predecessor and its subsidiaries and, as applicable, the Dropdown Predecessor for periods prior
to December 19, 2006. For the periods commencing December 19, 2006, the consolidated financial
statements include the accounts of Teekay Offshore Partners L.P. and its subsidiaries and, as
applicable, the Dropdown Predecessor. In addition, the consolidated financial statements include
the accounts of the Predecessors and the Partnerships 50% owned subsidiaries from December 1,
2006, when the Partnership gained control of these subsidiaries. Significant intercompany
balances and transactions have been eliminated upon consolidation.
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results may differ from those estimates.
Certain of the comparative figures have been reclassified to conform with the presentation
adopted in the current period.
Reporting currency
The consolidated financial statements are stated in U.S. dollars. The functional currency of the
Partnership is U.S. dollars because most of the Partnerships shipping revenues currently are
earned in U.S. Dollars. Transactions involving other currencies during the year are converted
into U.S. dollars using the exchange rates in effect at the time of the transactions. At the
balance sheet dates, monetary assets and liabilities that are denominated in currencies other
than the U.S. dollar are translated to reflect the year-end exchange rates. Resulting gains or
losses are reflected separately in the accompanying consolidated statements of income (loss).
Operating revenues and expenses
The Partnership recognizes revenues from time charters and bareboat charters daily over the term
of the charter as the applicable vessel operates under the charter. The Partnership does not
recognize revenue during days that the vessel is off-hire. Shuttle tanker voyages servicing
contracts of affreightment with offshore oil fields commence with tendering of notice of
readiness at a field, within the agreed lifting range, and ends with tendering of notice of
readiness at a field for the next lifting. All other voyage revenues from voyage charters are
recognized on a percentage of completion method. The Partnership uses a discharge-to-discharge
basis in determining percentage of completion for all spot voyages, whereby it recognizes
revenue ratably from when product is discharged (unloaded) at the end of one voyage to when it
is discharged after the next voyage. The Partnership does not begin recognizing voyage revenue
until a charter has been agreed to by the customer and the Partnership, even if the vessel has
discharged its cargo and is sailing to the anticipated load port on its next voyage. The
consolidated balance sheets reflect the deferred portion of revenues and expenses, which will be
earned and incurred, respectively, in subsequent periods. As at December 31, 2008 and 2007,
there was no deferred revenue. As at December 31, 2008 and 2007, the deferred portion of
expenses, which are included in prepaid expenses, was $14.4 million and $25.4 million,
respectively.
Voyage expenses are all expenses unique to a particular voyage, including bunker fuel expenses,
port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions.
Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oils
and communication expenses. Voyage expenses and vessel operating expenses are recognized when
incurred. For periods prior to October 1, 2006, the Predecessor recognized voyage expenses
ratably over the length of each voyage. The impact of recognizing voyage expenses ratably over
the length of each voyage was not materially different on a quarterly and annual basis from a
method of recognizing such costs as incurred.
Cash and cash equivalents
The Partnership classifies all highly liquid investments with an original maturity date of three
months or less when purchased as cash and cash equivalents.
Accounts receivable and allowance for doubtful accounts
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance
for doubtful accounts is the Partnerships best estimate of the amount of probable credit losses
in existing accounts receivable. The Partnership determines the allowance based on historical
write-off experience and customer economic data. The Partnership reviews the allowance for
doubtful accounts regularly and past due balances are reviewed for collectability. Account
balances are charged off against the allowance when the Partnership believes that the receivable
will not be recovered.
Vessels and equipment
All pre-delivery costs incurred during the construction of newbuildings, including interest,
supervision and technical costs, are capitalized. The acquisition cost and all costs incurred to
restore used vessels purchased by the Partnership to the standards required to properly service
the Partnerships customers are capitalized.
F - 10
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
Depreciation is calculated on a straight-line basis over a vessels estimated useful life, less
an estimated residual value. Depreciation is calculated using an estimated useful life of
25 years, commencing from the date the vessel is delivered from the shipyard, or a shorter
period if regulations prevent the Partnership from operating the vessel for 25 years.
Depreciation of vessels and equipment (including depreciation attributable to the Dropdown
Predecessor) for the year ended December 31, 2008 and 2007, and for the periods from December
19, 2006 to December 31, 2006, and from January 1, 2006 to December 18, 2006, totalled $106.1
million, $98.5 million, $2.9 million, and $81.3 million, respectively. Depreciation and
amortization includes depreciation on all owned vessels and amortization of vessels accounted
for as capital leases.
Vessel capital modifications include the addition of new equipment or can encompass various
modifications to the vessel which are aimed at improving and/or increasing the operational
efficiency and functionality of the asset. This type of expenditure is amortized over the
estimated useful life of the modification. Expenditures covering recurring routine repairs or
maintenance are expensed as incurred.
Generally, the Partnership drydocks each shuttle tanker and conventional oil tanker every two
and a half to five years. FSO units are generally not drydocked. The Partnership capitalizes a
substantial portion of the costs incurred during drydocking and amortizes those costs on a
straight-line basis from the completion of a drydocking to the estimated completion of the next
drydocking. The Partnership includes in capitalized drydocking those costs incurred as part of
the drydocking to meet regulatory requirements, or are expenditures that either add economic
life to the vessel, increase the vessels earnings capacity or improve the vessels efficiency.
The Partnership expenses as incurred costs related to routine repairs and maintenance performed
during drydocking that do not improve or extend the useful lives of the assets. When significant
drydocking expenditures occur prior to the expiration of the original amortization period, the
remaining unamortized balance of the original drydocking cost are expensed in the month of the
subsequent drydocking. Amortization of drydocking expenditures (including amortization
attributable to the Dropdown Predecessor) for the year ended December 31, 2008 and 2007, and for
the periods from December 19, 2006 to December 31, 2006, January 1, 2006 to December 18, 2006,
totaled $22.2 million, $14.8 million, $0.3 million, and $7.8 million, respectively.
Drydocking activity for the three years ended December 31, 2008 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006 |
|
|
|
Year Ended |
|
|
Year Ended |
|
|
December 19 to |
|
|
January 1 to |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 18, |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
|
71,910 |
|
|
|
39,875 |
|
|
|
40,179 |
|
|
|
21,856 |
|
Cost incurred for drydocking |
|
|
26,944 |
|
|
|
37,243 |
|
|
|
|
|
|
|
31,339 |
|
Drydock amortization |
|
|
(22,235 |
) |
|
|
(14,812 |
) |
|
|
(304 |
) |
|
|
(7,845 |
) |
Vessel sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,171 |
) |
Amounts acquired from business acquisitions |
|
|
|
|
|
|
9,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
|
76,619 |
|
|
|
71,910 |
|
|
|
39,875 |
|
|
|
40,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessels and equipment that are held and used are assessed for impairment when events or
circumstances indicate the carrying amount of the asset may not be recoverable. If the assets
net carrying value exceeds the net undiscounted cash flows expected to be generated over its
remaining useful life, the carrying amount of the asset is reduced to its estimated fair value.
Estimated fair value is determined based on discounted cash flows or appraised values depending
on the nature of the asset.
Direct financing leases
The Partnership assembles, installs, operates and leases equipment that reduces volatile organic
compound emissions (or VOC equipment) during loading, transportation and storage of oil and oil
products. Leasing of the VOC equipment is accounted for as a direct financing lease with lease
payments received by the Partnership being allocated between the net investment in the lease and
other income using the effective interest method so as to produce a constant periodic rate of
return over the lease term.
Investment in joint ventures
Investments in companies over which the Partnership exercises significant influence, are
accounted for using the equity method, whereby the investment is carried at the Partnerships
original cost plus its proportionate share of undistributed earnings. The excess carrying value
of the Partnerships investment over its underlying equity in the net assets is included in the
consolidated balance sheet as investment in joint ventures.
On December 1, 2006, the operating agreements for the five 50%-owned joint ventures, each of
which owns one shuttle tanker, were amended. These amendments resulted in the Partnership
obtaining control of these entities and, consequently, the Partnership has consolidated these
entities effective December 1, 2006. As at December 31, 2008, the Partnership had a 50% interest
in six subsidiaries.
Debt issuance costs
Debt issuance costs, including fees, commissions and legal expenses, are presented as other
assets and capitalized and amortized on a straight-line basis over the term of the relevant
loan. Amortization of debt issuance costs is included in interest expense.
F - 11
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
Goodwill and intangible assets
Goodwill is not amortized, but reviewed for impairment annually or more frequently if impairment
indicators arise. A fair value approach is used to identify potential goodwill impairment and,
when necessary, measure the amount of impairment. The Partnership uses a discounted cash flow
model to determine the fair value of reporting units, unless there is a readily determinable
fair market value. Intangible assets are assessed for impairment when and if impairment
indicators exist. An impairment loss is recognized if the carrying amount of an intangible asset
is not recoverable and its carrying amount exceed its fair value.
The Partnerships intangible assets, which consist of contracts of affreightment acquired as
part of the Predecessors purchase of Navion AS in 2003, are amortized over their respective
lives, with the amount amortized each year being weighted based on the projected revenue to be
earned under the contracts.
Derivative instruments
All derivative instruments are initially recorded at cost as either assets or liabilities in the
accompanying consolidated balance sheets and subsequently remeasured to fair value, regardless
of the purpose or intent for holding the derivative. The method of recognizing the resulting
gain or loss is dependent on whether the derivative contract is designed to hedge a specific
risk and also qualifies for hedge accounting. The Partnership generally does not designate its
interest rate swap agreements as cash flow hedges for accounting purposes. The Partnership
generally designates foreign currency forward contracts as cash flow hedges for accounting
purposes. (Please see Note 11.)
When a derivative is designated as a cash flow hedge, the Partnership formally documents the
relationship between the derivative and the hedged item. This documentation includes the
strategy and risk management objective for undertaking the hedge and the method that will be
used to assess the effectiveness of the hedge. Any hedge ineffectiveness is recognized
immediately in earnings, as are any gains and losses on the derivative that are excluded from
the assessment of hedge effectiveness. The Partnership does not apply hedge accounting if it is
determined that the hedge was not effective or will no longer be effective, the derivative was
sold or exercised, or the hedged item was sold, repaid or no longer possible of occurring.
For derivative financial instruments designated and qualifying as cash flow hedges, changes in
the fair value of the effective portion of the derivative financial instruments are initially
recorded as a component of accumulated other comprehensive income in partners equity. In the
periods when the hedged items affect earnings, the associated fair value changes on the hedging
derivatives are transferred from partners equity to the corresponding earnings line item. The
ineffective portion of the change in fair value of the derivative financial instruments is
immediately recognized in earnings. If a cash flow hedge is terminated and the originally hedged
items may still possibly affect earnings, the gains and losses initially recognized in partners
equity remain until the hedged item impacts earnings, at which point they are transferred to the
corresponding earnings line item. If the hedged items may no longer affect earnings, amounts
recognized in partners equity are immediately transferred to earnings.
For derivative financial instruments that are not designated or that do not qualify as hedges
under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended,
the changes in the fair value of the derivative financial instruments are recognized in
earnings.
Gains and losses from the Partnerships non-designated interest rate swaps related to long-term
debt are recorded in interest expense. Gains and losses from the Partnerships foreign currency
forward contracts are recorded within operating expenses, based on the nature of the expense
being hedged.
Income taxes
The Partnerships Norwegian subsidiaries and Australian subsidiary are subject to income taxes.
The Partnership accounts for such taxes using the liability method pursuant to SFAS No. 109,
Accounting for Income Taxes.
In July 2006, the Financial Accounting Standards Board (or FASB) issued FASB Interpretation No.
48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (or
FIN 48). This interpretation clarifies the accounting for uncertainty in income taxes recognized
in financial statements in accordance with SFAS 109. FIN 48 requires companies to determine
whether it is more-likely-than-not that a tax position taken or expected to be taken in a tax
return will be sustained upon examination, including resolution of any related appeals or
litigation processes, based on the technical merits of the position. If a tax position meets the
more-likely-than-not recognition threshold, it is measured to determine the amount of benefit to
recognize in the financial statements based on guidance in the interpretation.
The Partnership adopted FIN 48 as of January 1, 2007. The adoption of FIN 48 did not have a
significant impact on the Partnerships financial position and results of operations. As of
December 31, 2008 and 2007, the Partnership did not have any material unrecognized tax benefits
or material accrued interest and penalties relating to taxes. The Partnership does not expect
any material changes to its unrecognized tax positions within the next twelve months.
The Partnership recognizes interest and penalties related to uncertain tax positions in income
tax expense. The 2006, 2007 and 2008 tax years remain open to examination by the Australian and
Norwegian taxing jurisdictions to which the Partnership is subject.
F - 12
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
Accounting for stock-based compensation
Effective January 1, 2006, the Predecessor adopted the fair value recognition provisions of
SFAS No. 123(R), Share-Based Payment (or SFAS 123(R)), using the modified prospective method.
Under this transition method, compensation cost is recognized in the consolidated financial
statements beginning with the effective date for all share-based payments granted after
January 1, 2006 and for all awards granted to employees prior to, but not yet vested as of
January 1, 2006. Accordingly, prior period amounts have not been restated.
Prior to January 1, 2006, the Predecessor accounted for stock options under APB No. 25, using
the intrinsic value method, as permitted by SFAS No. 123, Accounting for Stock-Based
Compensation. As the exercise price of the Predecessors employee stock options equals the
market price of underlying stock on the date of grant, no compensation expense was recognized
under APB No. 25.
Certain employees of the Predecessor participate in the stock option plan of the Partnerships
parent, Teekay Corporation. Stock options granted under this plan have a 10-year term and vest
equally over three years from the grant date. As of December 31, 2008, all outstanding options
expire between May 28, 2006 and March 7, 2016, ten years after the date of each respective
grant.
During the fourth quarter of 2006, substantially all of the Predecessors employees were
transferred to subsidiaries of Teekay Corporation, and, subsequently, stock-based compensation
has been allocated to the Partnership through a service agreement with a subsidiary of Teekay
Corporation (Note 10(l)).
Recent Accounting Pronouncements
In April 2009, the Financial Accounting Standards Board (or FASB) issued Statement of Financial
Accounting Standards (or SFAS) 115-2 and SFAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments. This statement changes existing accounting requirements for
other-than-temporary impairment. SFAS 115-2 is effective for interim and annual periods ending
after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The
Partnership is currently evaluating the potential impact, if any, of the adoption of SFAS 115-2
on its consolidated results of operations and financial condition.
In April 2009, the FASB issued SFAS 157-4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability has Significantly Decreased and Identifying Transactions
that are Not Orderly. SFAS 157-4 amends SFAS 157, Fair Value Measurements to provide additional
guidance on estimating fair value when the volume and level of transaction activity for an asset
or liability have significantly decreased in relation to normal market activity for the asset or
liability. SFAS 157-4 also provides additional guidance on circumstances that may indicate that
a transaction is not orderly. SFAS 157-4 supersedes SFAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active. The guidance in SFAS 157-4 is
effective for interim and annual reporting periods ending after June 15, 2009. Early adoption is
permitted, but only for periods ending after March 15, 2009. The Partnership is currently
evaluating the potential impact, if any, of the adoption of SFAS 157-4 on its consolidated
results of operations and financial condition.
In April 2009, the FASB issued SFAS 107-1 and APB 28-1, Interim Disclosures About Fair Value of
Financial Instruments. SFAS 107-1 extends the disclosure requirements of SFAS 107, Disclosures
about Fair Value of Financial Instruments to interim financial statements of publicly traded
companies as defined in APB Opinion No. 28, Interim Financial Reporting. SFAS 107-1 is effective
for interim reporting periods ending after June 15, 2009, with early adoption permitted for
periods ending after March 15, 2009. The Partnership is currently evaluating the potential
impact, if any, of the adoption of SFAS 107-1 on its consolidated results of operations and
financial condition.
In April 2009, the FASB issued SFAS 141(R)-1, Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination that Arise from Contingencies. This statement amends SFAS 141,
Business Combinations, to require that assets acquired and liabilities assumed in a business
combination that arise from contingencies be recognized at fair value, in accordance with SFAS
157, if the fair value can be determined during the measurement period. SFAS 141(R)-1 is
effective for business combinations for which the acquisition date is on or after the beginning
of the first annual reporting period beginning on or after December 15, 2008. The Partnership is
currently evaluating the potential impact, if any, of the adoption of SFAS 141(R)-1 on its
consolidated results of operations and financial condition.
In October 2008, FASB issued SFAS No. 157-3, Determining the Fair Value of a Financial Asset in
a Market That Is Not Active, which clarifies the application of SFAS 157 when the market for a
financial asset is inactive. Specifically, SFAS No. 157-3 clarifies how (1) managements
internal assumptions should be considered in measuring fair value when observable data are not
present, (2) observable market information from an inactive market should be taken into account,
and (3) the use of broker quotes or pricing services should be considered in assessing the
relevance of observable and unobservable data to measure fair value. The guidance in SFAS
No. 157-3 is effective immediately but does not have any impact on the Partnerships
consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161: Disclosures about Derivative Instruments and
Hedging Activities, an amendment of Statement of Financial Accounting Standards No. 133 (or SFAS
161). The statement requires qualitative disclosures about an entitys objectives and
strategies for using derivatives and quantitative disclosures about how derivative instruments
and related hedged items affect an entitys financial position, financial performance and cash
flows. SFAS 161 is effective for fiscal years, and interim periods within those fiscal years,
beginning after November 15, 2008, with early application allowed. SFAS 161 allows but does not
require, comparative disclosures for earlier periods at initial adoption.
In December 2007, the FASB issued SFAS No. 141(R): Business Combinations (or SFAS 141(R)), which
replaces SFAS No. 141, Business Combinations. This statement establishes principles and
requirements for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the
acquiree and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business combination.
SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Partnership is
currently evaluating the potential impact, if any, of the adoption of SFAS 141(R) on its
consolidated results of operations and financial condition.
F - 13
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
In December 2007, the FASB issued SFAS No. 160: Noncontrolling Interests in Consolidated
Financial Statements, an Amendment of Accounting Research Bulletin No. 51 (or SFAS 160). This
statement establishes accounting and reporting standards for ownership interests in subsidiaries
held by parties other than the parent, the amount of consolidated net income attributable to the
parent and to the noncontrolling interest, changes in a parents ownership interest, and the
valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated.
SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between
the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is
effective for fiscal years beginning after December 15, 2008. The Partnership is currently
evaluating the potential impact, if any, of the adoption of SFAS 160 on its consolidated results
of operations and financial condition.
On December 19, 2006, the Partnership completed its initial public offering (or the Offering) of
8.05 million common units at a price of $21.00 per unit. This included 1.05 million common units
sold to the underwriters in connection with the exercise of their over-allotment option. The
proceeds received by the Partnership from the Offering and the use of those proceeds are
summarized as follows:
|
|
|
|
|
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 |
|
|
|
|
|
On June 18, 2008, the Partnership completed a follow-on public offering (or the Follow-on
Offering) of 7.0 million common units at a price of $20.00 per unit, for gross proceeds of
$140.0 million. Concurrently with the public offering, Teekay Corporation, which controls the
Partnership, acquired 3.25 million common units of the Partnership in a private placement at the
same public offering price for a total cost of $65.0 million. On July 16, 2008, the
underwriters for the public offering partially exercised their over-allotment option and
purchased an additional 375,000 common units for an additional $7.5 million in gross proceeds to
the Partnership.
As a result of these equity transactions, the Partnership raised gross proceeds of $216.8
million (including the General Partners proportionate 2% capital contribution), and Teekay
Corporations ownership of the Partnership was reduced from 59.8% to 50.0% (including its
indirect 2% general partner interest). The Partnership used the net proceeds from the equity
offerings of approximately $210.7 million to fund the acquisition of an additional 25% interest
in Teekay Offshore Operating L.P. (or OPCO) from Teekay Corporation and to repay a portion of
advances to the Partnership from OPCO.
The Partnership is engaged in the international marine transportation of crude oil through the
operation of its oil tankers and FSO units. The Partnerships revenues are earned in
international markets.
The Partnership has three reportable segments: its shuttle tanker segment; its conventional
tanker segment; and its FSO segment. The Partnerships shuttle tanker segment consists of
shuttle tankers operating primarily on fixed-rate contracts of affreightment, time-charter
contracts or bareboat charter contracts. The Partnerships conventional tanker segment consists
of conventional tankers operating on fixed-rate, time-charter contracts or bareboat charter
contracts. The Partnerships FSO segment consists of its FSO units subject to fixed-rate,
time-charter contracts or bareboat charter contracts. Segment results are evaluated based on
income from vessel operations. The accounting policies applied to the reportable segments is the
same as those used in the preparation of the Partnerships consolidated financial statements.
The following table presents voyage revenues and percentage of consolidated voyage revenues from
continuing operations for customers that accounted for more than 10.0% of the Partnerships
consolidated voyage revenues from continuing operations during the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
January 1 |
|
|
December 19 |
|
|
|
Year Ended |
|
|
Year Ended |
|
|
to |
|
|
to |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 18, |
|
|
December 31, |
|
(U.S. dollars in millions) |
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
StatoilHydro ASA (1) (2) |
|
$320.7 or 37% |
|
$309.6 or 39% |
|
$187.6 or 30% |
|
$6.9 or 28% |
Teekay Corporation (3) |
|
$181.9 or 21% |
|
$154.6 or 20% |
|
$68.9 or 11% |
|
$5.3 or 22% |
Petrobras Transporte S.A (1) (2) |
|
$115.7 or 13% |
|
$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. |
F - 14
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
The following tables include results for these segments from continuing operations for the periods
presented in these consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2008 |
|
|
Year Ended December 31, 2007 |
|
|
|
Shuttle |
|
|
Conventional |
|
|
|
|
|
|
|
|
|
|
Shuttle |
|
|
Conventional |
|
|
|
|
|
|
|
|
|
Tanker |
|
|
Tanker |
|
|
FSO |
|
|
|
|
|
|
Tanker |
|
|
Tanker |
|
|
FSO |
|
|
|
|
|
|
Segment |
|
|
Segment |
|
|
Segment |
|
|
Total |
|
|
Segment |
|
|
Segment |
|
|
Segment |
|
|
Total |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage revenues |
|
|
650,896 |
|
|
|
153,200 |
|
|
|
68,396 |
|
|
|
872,492 |
|
|
|
590,611 |
|
|
|
135,922 |
|
|
|
58,670 |
|
|
|
785,203 |
|
Voyage expenses |
|
|
169,578 |
|
|
|
53,722 |
|
|
|
1,729 |
|
|
|
225,029 |
|
|
|
114,157 |
|
|
|
36,594 |
|
|
|
886 |
|
|
|
151,637 |
|
Vessel operating expenses |
|
|
132,415 |
|
|
|
25,156 |
|
|
|
26,845 |
|
|
|
184,416 |
|
|
|
103,809 |
|
|
|
24,175 |
|
|
|
21,676 |
|
|
|
149,660 |
|
Time-charter hire expense |
|
|
132,234 |
|
|
|
|
|
|
|
|
|
|
|
132,234 |
|
|
|
150,463 |
|
|
|
|
|
|
|
|
|
|
|
150,463 |
|
Depreciation and amortization |
|
|
91,846 |
|
|
|
22,901 |
|
|
|
23,690 |
|
|
|
138,437 |
|
|
|
86,502 |
|
|
|
21,324 |
|
|
|
16,544 |
|
|
|
124,370 |
|
General and administrative (1) |
|
|
51,996 |
|
|
|
8,674 |
|
|
|
3,560 |
|
|
|
64,230 |
|
|
|
50,776 |
|
|
|
7,828 |
|
|
|
3,800 |
|
|
|
62,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from vessel operations |
|
|
72,827 |
|
|
|
42,747 |
|
|
|
12,572 |
|
|
|
128,146 |
|
|
|
84,904 |
|
|
|
46,001 |
|
|
|
15,764 |
|
|
|
146,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for vessels and equipment
(2) |
|
|
53,231 |
|
|
|
3,648 |
|
|
|
979 |
|
|
|
57,858 |
|
|
|
18,189 |
|
|
|
1,998 |
|
|
|
11,041 |
|
|
|
31,228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006 |
|
|
|
January 1 to December 18, 2006 |
|
|
December 19 to December 31, 2006 |
|
|
|
Shuttle |
|
|
Conventional |
|
|
|
|
|
|
|
|
|
|
Shuttle |
|
|
Conventional |
|
|
|
|
|
|
|
|
|
Tanker |
|
|
Tanker |
|
|
FSO |
|
|
|
|
|
|
Tanker |
|
|
Tanker |
|
|
FSO |
|
|
|
|
|
|
Segment |
|
|
Segment |
|
|
Segment |
|
|
Total |
|
|
Segment |
|
|
Segment |
|
|
Segment |
|
|
Total |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage revenues |
|
|
516,187 |
|
|
|
66,673 |
|
|
|
34,654 |
|
|
|
617,514 |
|
|
|
19,785 |
|
|
|
3,383 |
|
|
|
1,229 |
|
|
|
24,397 |
|
Voyage expenses |
|
|
85,451 |
|
|
|
4,841 |
|
|
|
1,029 |
|
|
|
91,321 |
|
|
|
2,995 |
|
|
|
51 |
|
|
|
56 |
|
|
|
3,102 |
|
Vessel operating expenses |
|
|
77,085 |
|
|
|
18,754 |
|
|
|
12,152 |
|
|
|
107,991 |
|
|
|
3,222 |
|
|
|
624 |
|
|
|
451 |
|
|
|
4,297 |
|
Time charter hire expense |
|
|
159,973 |
|
|
|
|
|
|
|
|
|
|
|
159,973 |
|
|
|
5,641 |
|
|
|
|
|
|
|
|
|
|
|
5,641 |
|
Depreciation and amortization |
|
|
68,784 |
|
|
|
20,507 |
|
|
|
11,532 |
|
|
|
100,823 |
|
|
|
2,583 |
|
|
|
705 |
|
|
|
438 |
|
|
|
3,726 |
|
General and administrative(1) |
|
|
48,490 |
|
|
|
11,571 |
|
|
|
2,953 |
|
|
|
63,014 |
|
|
|
1,863 |
|
|
|
218 |
|
|
|
96 |
|
|
|
2,177 |
|
Gain on sale of vessels and equipment
net of writedowns |
|
|
(4,778 |
) |
|
|
|
|
|
|
|
|
|
|
(4,778 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charge |
|
|
|
|
|
|
832 |
|
|
|
|
|
|
|
832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from vessel operations |
|
|
81,182 |
|
|
|
10,168 |
|
|
|
6,988 |
|
|
|
98,338 |
|
|
|
3,481 |
|
|
|
1,785 |
|
|
|
188 |
|
|
|
5,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity income from joint ventures |
|
|
6,321 |
|
|
|
|
|
|
|
|
|
|
|
6,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for vessels and
equipment(2) |
|
|
25,055 |
|
|
|
6,024 |
|
|
|
|
|
|
|
31,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes direct general and administrative expenses and indirect general and
administrative expenses (allocated to each segment based on estimated use of corporate
resources). |
|
(2) |
|
Excludes non-cash investing activities (see Note 14). |
A reconciliation of total segment assets to total assets presented in the accompanying
consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
$ |
|
|
$ |
|
Shuttle tanker segment |
|
|
1,517,961 |
|
|
|
1,559,261 |
|
Conventional tanker segment |
|
|
332,795 |
|
|
|
255,460 |
|
FSO segment |
|
|
108,304 |
|
|
|
131,080 |
|
Unallocated |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
131,488 |
|
|
|
121,224 |
|
Accounts receivable and other assets |
|
|
89,544 |
|
|
|
116,880 |
|
|
|
|
|
|
|
|
Consolidated total assets |
|
|
2,180,092 |
|
|
|
2,183,905 |
|
|
|
|
|
|
|
|
F - 15
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
As at December 31, 2008 and 2007, intangible assets consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
December 31, 2008 |
|
|
December 31, 2007 |
|
|
|
Average |
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
Gross |
|
|
|
|
|
|
|
|
|
Amortization |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|
|
Period |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
|
(years) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Contracts of affreightment |
|
|
10.2 |
|
|
|
124,250 |
|
|
|
(78,960 |
) |
|
|
45,290 |
|
|
|
124,250 |
|
|
|
(68,895 |
) |
|
|
55,355 |
|
Aggregate amortization expense of intangible assets for year ended December 31, 2008 was $10.1
million ($11.1 million 2007, $12.1 million 2006). Amortization of intangible assets for the
five years subsequent to December 31, 2008 is expected to be $9.1 million (2009), $8.1 million
(2010), $7.0 million (2011), $6.0 million (2012) and $5.0 million (2013).
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
$ |
|
|
$ |
|
|
Voyage and vessel |
|
|
31,162 |
|
|
|
26,015 |
|
Interest |
|
|
11,994 |
|
|
|
10,932 |
|
Payroll and benefits |
|
|
1,311 |
|
|
|
1,517 |
|
|
|
|
|
|
|
|
|
|
|
44,467 |
|
|
|
38,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2008 |
|
|
December 31,
2007 |
|
|
|
$ |
|
|
$ |
|
|
U.S. Dollar-denominated Revolving Credit Facilities due through 2018 |
|
|
1,314,264 |
|
|
|
1,205,808 |
|
U.S. Dollar-denominated Term Loans due through 2017 |
|
|
252,172 |
|
|
|
311,659 |
|
|
|
|
|
|
|
|
|
|
|
1,566,436 |
|
|
|
1,517,467 |
|
Less current portion |
|
|
125,503 |
|
|
|
64,060 |
|
|
|
|
|
|
|
|
Total |
|
|
1,440,933 |
|
|
|
1,453,407 |
|
|
|
|
|
|
|
|
As at December 31, 2008, the Partnership had seven long-term revolving credit facilities
(collectively, the Revolvers), which, as at such date, provided for borrowings of up to
$1.46 billion, of which $142.7 million was undrawn. The total amount available under the
revolving credit facilities reduces by $126.1 million (2009), $132.8 million (2010),
$140.0 million (2011), $147.6 million (2012), $169.6 million (2013) and $740.9 million
(thereafter). Five of the revolving credit facilities are guaranteed by certain subsidiaries of
the Partnership for all outstanding amounts and contain covenants that require OPCO to maintain
the greater of a minimum liquidity (cash, cash equivalents and undrawn committed revolving
credit lines with at least six months to maturity) of at least $75.0 million and 5.0% of OPCOs
total consolidated debt. The remaining revolving credit facilities are guaranteed by Teekay
Corporation and contain covenants that require Teekay Corporation to maintain the greater of a
minimum liquidity of at least $50.0 million and 5.0% of Teekay Corporations total consolidated
debt which has recourse to Teekay Corporation. The revolving credit facilities are
collateralized by first-priority mortgages granted on 33 of the Partnerships vessels, together
with other related security.
As at December 31, 2008, five of the Partnerships six 50% owned subsidiaries had an outstanding
term loan, which in the aggregate totaled $252.2 million. The term loans have varying maturities
through 2017 and semi-annual payments that reduce over time. All term loans are collateralized
by first-priority mortgages on the vessels to which the loans relate, together with other
related security. As at December 31, 2008, the Partnership had guaranteed $76.0 million of these
term loans, which represents its 50% share of the outstanding vessel mortgage debt of five of
these 50% owned subsidiaries. The other owner and Teekay Corporation have guaranteed the
remaining $176.2 million.
Interest payments on the revolving credit facilities and the term loans are based on LIBOR plus
a margin. At December 31, 2008, the margins ranged between 0.45% and 0.95%. At December 31,
2007 the margins ranged between 0.45% and 0.80%.. The weighted-average effective interest rate
on the Partnerships long-term debt as at December 31, 2008 was 3.4% (December 31, 2007 5.7%).
This rate does not reflect the effect of our interest rate swaps (Note 11).
The aggregate annual long-term debt principal repayments required to be made subsequent to
December 31, 2008 are $125.5 million (2009), $134.7 million (2010), $169.3 million (2011),
$147.1 million (2012), $155.4 million (2013), and $834.4 million (thereafter).
F - 16
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
Charters-out and Direct Financing Lease
Time charters and bareboat charters of the Partnerships vessels to customers are accounted for
as operating leases. The carrying amount of the vessels employed on operating leases at December
31, 2008 was $1.3 billion (2007 $1.3 billion). Leasing of the VOC equipment is accounted for
as direct financing leases. As at December 31, 2008, the minimum lease payments receivable under
the direct financing leases approximated $94.5 million, including unearned income of
$15.9 million.
As at December 31, 2008, minimum scheduled future revenues under time charters and bareboat
charters and future scheduled payments under the direct financing leases, to be received by the
Partnership, then in place were approximately $1.60 billion, comprised of $376.4 million (2009),
$268.1 million (2010), $194.4 million (2011), $158.3 million (2012), $133.5 million (2013) and
$468.4 million (thereafter).
The minimum scheduled future revenues should not be construed to reflect total charter hire
revenues for any of the years. In addition, minimum scheduled future revenues have been reduced
by estimated off-hire time for period maintenance.
Charters-in
As at December 31, 2008, minimum commitments owing by the Partnership under vessel operating
leases by which the Partnership charters-in vessels were approximately $393.9 million, comprised
of $109.8 million (2009), $88.6 million (2010), $62.9 million (2011), $56.8 million (2012),
$46.8 million (2013) and $29.0 million (thereafter). The Partnership recognizes the expense from
these charters, which is included in time-charter hire expense, on a straight-line basis over
the firm period of the charters.
8. |
|
Fair Value of Measurements |
Effective January 1, 2008, the Partnership adopted SFAS No. 157, Fair Value Measurements. In
accordance with Financial Accounting Standards Board Staff Position No. FAS 157-2, Effective
Date of FASB Statement No. 157, the Partnership deferred the adoption of SFAS No. 157 for its
nonfinancial assets and nonfinancial liabilities, except those items recognized or disclosed at
fair value on an annual or more frequently recurring basis, until January 1, 2009. The adoption
of SFAS No. 157 did not have a material impact on the Partnerships fair value measurements.
SFAS No. 157 clarifies the definition of fair value, prescribes methods for measuring fair
value, establishes a fair value hierarchy based on the inputs used to measure fair value and
expands disclosure about the use of fair value measurements. The fair value hierarchy has three
levels based on the reliability of the inputs used to determine fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which require the
reporting entity to develop its own assumptions.
The following methods and assumptions were used to estimate the fair value of each class of
financial instrument:
Cash and cash equivalents The fair value of the Partnerships cash and cash equivalents
approximate their carrying amounts reported in the accompanying consolidated balance sheets.
Due to / from affiliates The fair value of the amounts due to and from affiliates approximate
their carrying amounts reported in the accompanying consolidated balance sheets.
Long-term debt The fair values of the Partnerships fixed-rate and variable-rate long-term
debt are either based on quoted market prices or estimated using discounted cash flow analyses,
based on rates currently available for debt with similar terms and remaining maturities and the
current credit worthiness of the Partnership.
Due to joint venture partners The fair value of the Partnerships loans from joint venture
partners approximate their carrying amounts reported in the accompanying consolidated balance
sheets.
Derivative instruments The fair value of the Partnerships derivative instruments is the
estimated amount that the Partnership would receive or pay to terminate the agreements at the
reporting date, taking into account current interest rates, foreign exchange rates and the
current credit worthiness of both the Partnership and the derivative counterparties. The
estimated amount is the present value of future cash flows. Given the current volatility in the
credit markets, it is reasonably possible that the amount recorded as a derivative liability
could vary by a material amount in the near term.
F - 17
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
The estimated fair value of the Partnerships financial instruments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
December 31, 2007 |
|
|
|
Fair Value |
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
|
|
Hierarchy |
|
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
|
|
Level |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Cash and cash equivalents |
|
|
|
|
|
|
131,488 |
|
|
|
131,488 |
|
|
|
121,224 |
|
|
|
121,224 |
|
Due from affiliate (note 10y) |
|
|
|
|
|
|
10,110 |
|
|
|
10,110 |
|
|
|
18,350 |
|
|
|
18,350 |
|
Due to affiliate (note 10y) |
|
|
|
|
|
|
(8,715 |
) |
|
|
(8,715 |
) |
|
|
(17,554 |
) |
|
|
(17,554 |
) |
Long-term debt |
|
Level 2 |
|
|
|
(1,566,436 |
) |
|
|
(1,476,608 |
) |
|
|
(1,517,467 |
) |
|
|
(1,517,467 |
) |
Due to joint venture partners |
|
|
|
|
|
|
(21,019 |
) |
|
|
(21,019 |
) |
|
|
(3,534 |
) |
|
|
(3,534 |
) |
Derivative instruments(1) (note 11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements(2) |
|
Level 2 |
|
|
|
(159,169 |
) |
|
|
(159,169 |
) |
|
|
(21,050 |
) |
|
|
(21,050 |
) |
Foreign currency forward contracts |
|
Level 2 |
|
|
|
(37,554 |
) |
|
|
(37,554 |
) |
|
|
1,122 |
|
|
|
1,122 |
|
|
|
|
(1) |
|
The Partnership transacts all of its derivative instruments through investment-grade
rated financial institutions at the time of the transaction and requires no collateral from
these institutions. |
|
(2) |
|
The fair value of the Partnerships interest rate swap agreements includes $3.4 million
of accrued interest which is recorded in accrued liabilities on the balance sheet. |
9. |
|
Restructuring Charge and Other Income Net |
During the year ended December 31, 2006, the Predecessor relocated certain operational functions
to Singapore. As a result, the Predecessor incurred $0.8 million of restructuring costs during
2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
January 1 |
|
|
December 19 |
|
|
|
Year Ended |
|
|
Year Ended |
|
|
to |
|
|
to |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 18, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Volatile organic
compound emissions
plant lease income |
|
|
9,727 |
|
|
|
10,960 |
|
|
|
11,037 |
|
|
|
408 |
|
Miscellaneous |
|
|
2,209 |
|
|
|
(557 |
) |
|
|
(2,670 |
) |
|
|
(99 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income net |
|
|
11,936 |
|
|
|
10,403 |
|
|
|
8,367 |
|
|
|
309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10. |
|
Related Party Transactions and Balances |
|
a. |
|
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. Please read Note 18. |
|
|
|
|
During the first half of 2006, three of the Predecessors conventional tankers were employed
on time-charters with a subsidiary of Teekay Corporation. Pursuant to these charter
contracts, OPCO earned voyage revenues of $5.3 million during the first half of 2006. |
|
|
|
|
During the first half of 2006, the Predecessor earned $5.1 million of management fees from
ship management services provided to a subsidiary of Teekay Corporation, relating to the
vessels chartered from Navion Shipping Ltd during that period. |
|
|
b. |
|
During 2006, the Predecessor paid $11.9 million to Teekay Corporation for it to assume
the time-charter contract for one of the Predecessors in-chartered shuttle tankers, the
Borga. The resulting $11.9 million loss on sale was accounted for as an equity distribution
to Teekay Corporation. |
|
|
c. |
|
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. |
|
|
d. |
|
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) was
$12.9 million. |
|
|
e. |
|
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. |
F - 18
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
|
f. |
|
Nine of OPCOs conventional tankers are employed on long-term time-charter contracts
with a subsidiary of Teekay Corporation. 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 plus a 4.5% margin.
Pursuant to these time-charter contracts, OPCO earned voyage revenues of $144.5 million,
$128.4 million and $22.3 million for the year ended December 31, 2008 and 2007 and for the
three months ended December 31, 2006, respectively. |
|
|
|
|
During the first nine months of 2006, seven of these nine tankers were employed on
time-charter contracts with a subsidiary of Teekay Corporation. The rates earned by each
vessel, which were generally lower than market rates, depended upon the cash flow
requirements of each vessel, which included operating expenses, loan principal and interest
payments and drydock expenditures. Pursuant to these time-charter contracts, the Predecessor
earned voyage revenues of $24.6 million during the first nine months of 2006. |
|
|
g. |
|
One of OPCOs FSO units and one of OPCOs 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. |
|
|
h. |
|
Two of OPCOs shuttle tankers are employed on long-term bareboat charters with a
subsidiary of Teekay Corporation. Pursuant to these charter contracts, OPCO earned voyage
revenues of $14.8 million, $14.2 million and $3.6 million during the year ended December
31, 2008 and 2007, and the three months ended December 31, 2006, respectively. |
|
|
i. |
|
Two of OPCOs FSO units are employed on long-term bareboat charters with a subsidiary
of Teekay Corporation. Pursuant to these charter contracts, OPCO earned voyage revenues of
$11.2 million, $12.0 million and $10.2 million during the years ended December 31, 2008,
2007 and 2006, respectively. |
|
|
j. |
|
A subsidiary of Teekay Corporation has 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. Pursuant to this agreement, during
the year ended December 31, 2008 and 2007 and the three months ended December 31, 2006,
OPCO earned management fees of $3.3 million, $3.3 million and $0.5 million, respectively. |
|
|
k. |
|
Eight of OPCOS Aframax conventional oil tankers and three FSO units are managed by
subsidiaries of Teekay Corporation. Pursuant to the associated management services
agreements, the Partnership incurred general and administrative expenses of $3.7 million,
$4.5 million and $6.1 million during the years ended December 31, 2008, 2007, and 2006,
respectively. During the years ended December 31, 2007 and 2006, $0.1 million, and $0.8
million, respectively, of general and administrative expenses attributable to the
operations of the Dampier Spirit were incurred by Teekay Corporation and have been
allocated to the Partnership as part of the results of the Dropdown Predecessor. |
|
|
l. |
|
The Partnership, OPCO and certain of OPCOs operating subsidiaries have entered into
services agreements with certain subsidiaries of Teekay Corporation in connection with the
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. Pursuant to these service agreements, the Partnership incurred
$50.3 million and $52.7 million, respectively, of these costs during the year ended
December 31, 2008 and 2007. Prior to the Offering, the shore-based staff who provided these
services to the Predecessor were transferred to a subsidiary of Teekay Corporation. During
the year ended December 31, 2006, $21.6 million of general and administrative expenses
attributable to the operations of the Predecessor prior to the Offering were incurred by
Teekay Corporation and have been allocated to the Predecessor. |
|
|
m. |
|
Pursuant to the Partnerships 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 Partnerships business. During the years ended December
31, 2008 and 2007, the Partnership incurred $ 0.6 million and $0.8 million of these costs,
respectively. |
|
|
n. |
|
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. |
|
|
o. |
|
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 agreement. The Partnership acquired Teekay
Corporations 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
Partnerships existing Revolvers and the assumption of debt. The excess of the proceeds
paid by the Partnership over Teekay Corporations depreciated historical cost was accounted
for as an equity distribution to Teekay Corporation of $25.4 million. |
|
|
p. |
|
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 Partnerships
existing Revolvers. The excess of the proceeds paid by the Partnership over Teekay
Corporations depreciated historical cost was accounted for as an equity distribution to
Teekay Corporation of $13.9 million. |
F - 19
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
|
q. |
|
In December 2007, Teekay Corporation contributed a $65.6 million, nine-year, 4.98%
interest rate swap agreement (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 and was accounted for as an equity distribution to Teekay Corporation. |
|
|
r. |
|
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. |
|
|
s. |
|
In January 2007, Teekay Corporation contributed foreign exchange contracts for the
forward purchase of a total of Australian Dollars 4.5 million having a fair value asset of
$0.1 million, net of non-controlling interest, to OPCO for no consideration and was
accounted for as an equity contribution from Teekay Corporation. The foreign currency
forward contracts matured by December 2007. |
|
|
t. |
|
In March 2008, Teekay Corporation agreed to reimburse the Partnership for repair costs
relating to one of the Partnerships shuttle tankers. The vessel was purchased from Teekay
Corporation in July 2007 and had, as of the date of acquisition, an inherent minor defect
that required repairs. Pursuant to this agreement, Teekay Corporation reimbursed $0.7
million of these costs during the year ended December 31, 2008. |
|
|
u. |
|
In March 2008, a subsidiary of OPCO sold certain vessel equipment to a subsidiary of
Teekay Corporation for proceeds equal to its net book value of $1.4 million. |
|
|
v. |
|
Concurrently with the closing of the Partnerships Follow-on Offering, the Partnership
acquired from Teekay Corporation an additional 25% interest in OPCO for $205.5 million,
thereby increasing the Partnerships ownership interest in OPCO to 51%. The Partnership
financed the acquisition with the net proceeds from the Follow-on Offering and a concurrent
private placement of common units to Teekay Corporation. See Note 2. In connection with
the valuation of the purchase of the additional 25% interest in OPCO, the Partnership
incurred a fairness opinion fee of $1.1 million. The excess of the proceeds paid by the
Partnership over Teekay Corporations historical book value for the 25% interest in OPCO
was accounted for as an equity distribution to Teekay Corporation of $91.6 million. |
|
|
w. |
|
On June 18, 2008, OPCO acquired from Teekay Corporation two ship owning subsidiaries
(SPT Explorer L.L.C. and the SPT Navigator L.L.C.) for a total cost of approximately $106.0
million, including the assumption of third-party debt of approximately $89.3 million and
the non-cash settlement of related party working capital of $1.2 million. The acquired
subsidiaries own two 2008-built Aframax lightering tankers (the SPT Explorer and the SPT
Navigator) and their related 10-year, fixed-rate bareboat charters (with options
exercisable by the charterer to extend up to an additional five years) entered into with
Skaugen PetroTrans, a joint venture in which Teekay Corporation owns a 50% interest. These
two lightering tankers are specially designed to be used in ship-to-ship oil transfer
operations. This purchase was financed with the assumption of debt, together with cash
balances. The excess of the proceeds paid by the Partnership over Teekay Corporations
historical book value was accounted for as an equity distribution to Teekay Corporation of
$16.2 million. Pursuant to the bareboat charters for the vessels, OPCO earned voyage
revenues of $8.7 million for the year ended December 31, 2008 (including voyage revenues
earned as part of the Dropdown Predecessor prior to OPCOs acquisition of the vessels see
Note 1). |
|
|
x. |
|
In June 2008, Teekay Corporation agreed to reimburse OPCO for certain costs relating to
events which occurred prior to the Partnerships Offering in December 2006, totalling $0.7
million, primarily relating to the settlement of repair costs not covered by insurance
providers for work performed in early 2006 on two of OPCOs shuttle tankers. |
|
|
y. |
|
At December 31, 2008, due from affiliates totaled $10.1 million (December 31, 2007 -
$18.4 million) and due to affiliates totaled $8.7 million (December 31, 2007 $17.6
million). Due to and from affiliate are non-interest bearing and unsecured. |
|
|
z. |
|
During the year ended December 31, 2007, $1.2 million of interest expense attributable
to the operations of the Navion Bergen was incurred by Teekay Corporation and has been
allocated to the Partnership as part of the results of the Dropdown Predecessor. |
|
|
aa. |
|
During August 2008, two of OPCOs in-chartered shuttle tankers were employed on a
single-voyage charter with a subsidiary of Teekay Corporation. Pursuant to this charter
contract, OPCO earned voyage revenues of $11.3 million for the year ended December 31,
2008. |
F - 20
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
11. |
|
Derivative Instruments and Hedging Activities |
The Partnership uses derivatives in accordance with its overall risk management policies. The
following summarizes the Partnerships risk strategies with respect to market risk from foreign
currency fluctuations and changes in interest rates.
The Partnership hedges portions of its forecasted expenditures denominated in foreign currencies
with foreign currency forward contracts. These foreign currency forward contracts are generally
designated, for accounting purposes, as cash flow hedges of forecasted foreign currency
expenditures. Where such instruments are designated and qualify as cash flow hedges, the
effective portion of the changes in their fair value is recorded in accumulated other
comprehensive income (loss), until the hedged item is recognized in earnings. At such time, the
respective amount in accumulated other comprehensive income (loss) is released to earnings and
is recorded within operating expenses, based on the nature of the expense. The ineffective
portion of these foreign currency forward contracts has also been reported in operating
expenses, based on the nature of the expense. During the years ended December 31, 2008 and 2007,
the Partnership recognized the following unrealized gains (losses) in vessel operating expenses,
general and administrative and foreign currency exchange gain (loss) relating to the ineffective
portion of its foreign currency forward contracts:
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
$ |
|
|
$ |
|
Vessel operating expenses |
|
|
4,942 |
|
|
|
|
|
General and administrative |
|
|
1,422 |
|
|
|
(57 |
) |
Foreign currency exchange loss |
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6,350 |
|
|
|
(57 |
) |
|
|
|
|
|
|
|
Changes in fair value of foreign currency forward contracts that are not designated, for
accounting purposes, as cash flow hedges are recognized in earnings and are reported in
operating expenses, based on the nature of the expense being hedged. During the years ended
December 31, 2008 and 2007, the Partnership recognized the following unrealized gains (losses)
in vessel operating expenses, general and administrative and foreign currency exchange gain
(loss) relating to foreign currency forward contracts that are not designated as cash flow
hedges:
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
$ |
|
|
$ |
|
Vessel operating expenses |
|
|
(2,020 |
) |
|
|
(429 |
) |
General and administrative |
|
|
(4,159 |
) |
|
|
|
|
Foreign currency exchange gain |
|
|
22 |
|
|
|
59 |
|
|
|
|
|
|
|
|
Total |
|
|
(6,157 |
) |
|
|
(370 |
) |
|
|
|
|
|
|
|
During the year ended December 31, 2008, the Partnership reclassified $0.3 million from
accumulated other comprehensive income to general and administrative expenses, on the
discontinuation of hedge accounting for certain foreign currency forward contracts, where the
forecasted transactions were no longer deemed to be probable of occurring.
As at December 31, 2008, the Partnership was committed to the following foreign currency forward
contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Amount |
|
|
Fair Value / Carrying |
|
|
|
|
|
|
|
|
|
|
In |
|
|
Amount |
|
|
Average |
|
|
Expected Maturity |
|
|
|
Foreign Currency |
|
|
of Liability |
|
|
Forward Rate(1) |
|
|
2009 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(thousands) |
|
|
(thousands of U.S. Dollars) |
|
|
|
|
|
(in thousands of U.S. Dollars) |
|
Norwegian Kroner |
|
|
1,228,764 |
|
|
$ |
35,157 |
|
|
|
5.83 |
|
|
$ |
114,718 |
|
|
$ |
96,068 |
|
Australian Dollar |
|
|
3,300 |
|
|
|
646 |
|
|
|
1.12 |
|
|
|
2,952 |
|
|
|
|
|
British Pound |
|
|
443 |
|
|
|
199 |
|
|
|
0.52 |
|
|
|
750 |
|
|
|
100 |
|
Euro |
|
|
24,725 |
|
|
|
1,552 |
|
|
|
0.69 |
|
|
|
23,702 |
|
|
|
12,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
37,554 |
|
|
|
|
|
|
$ |
142,122 |
|
|
$ |
108,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Average forward rate represents the contracted amount of foreign currency one U.S. Dollar
will buy. |
As
at December 31, 2008, the Partnerships accumulated other comprehensive loss included
$17.0 million of unrealized losses on foreign currency forward contracts designated as cash flow
hedges. As at December 31, 2008, the Partnership estimated, based on then current foreign exchange
rates, that it would reclassify approximately $11.6 million of net losses on foreign currency
forward contracts from accumulated other comprehensive loss to earnings during the next 12
months.
The Partnership enters into interest rate swaps, which exchange a receipt of floating interest
for a payment of fixed interest to reduce the Partnerships exposure to interest rate
variability on its outstanding floating-rate debt. The Partnership has not designated, for
accounting purposes, its interest rate swaps as cash flow hedges of its USD LIBOR denominated
borrowings. Unrealized gains or losses relating to the change in fair value of the Partnerships
interest rate swaps have been reported in interest expense in the consolidated statements of
income (loss). During the year ended December 31, 2008, the Partnership recognized unrealized
losses of $132.6 million (December 31, 2007 $45.5 million), relating to the changes in fair
value of its interest rate swaps.
As at December 31, 2008, the Partnership was committed to the following interest rate swap
agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value / |
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
Carrying Amount of |
|
|
Weighted-Average |
|
|
Fixed |
|
|
|
Rate |
|
|
Principal Amount |
|
|
Liability |
|
|
Remaining Term |
|
|
Interest Rate |
|
|
|
Index |
|
|
$ |
|
|
$ |
|
|
(Years) |
|
|
(%)(1) |
|
U.S. Dollar-denominated interest rate swaps |
|
LIBOR |
|
|
935,000 |
|
|
|
88,580 |
|
|
|
5.5 |
|
|
|
4.7 |
|
U.S. Dollar-denominated interest rate swaps(2) |
|
LIBOR |
|
|
397,279 |
|
|
|
70,589 |
|
|
|
12.4 |
|
|
|
5.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,332,279 |
|
|
|
159,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes the margin the Partnership pays on its variable-rate debt, which as at December
31, 2008, ranged from 0.45% and 0.95%. |
|
(2) |
|
Principal amount reduces quarterly or semi-annually. |
|
(3) |
|
The fair value of the Partnerships interest rate swap agreements includes $3.4 million of
accrued interest which is recorded in accrued liabilities on the balance sheet. |
F - 21
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
The Partnership is exposed to credit loss in the event of non-performance by the counter-parties
to the foreign currency forward contracts and the interest rate swap agreements. In order to
minimize counterparty risk, the Partnership only enters into derivative transactions with
counterparties that are rated A or better by Standard & Poors or Aa3 or better by Moodys at
the time of the transactions. In addition, to the extent possible and practical, interest rate
swaps are entered into with different counterparties to reduce concentration risk.
12. |
|
Income Taxes |
|
|
|
The significant components of the Partnerships deferred tax liabilities and assets are as
follows: |
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
$ |
|
|
$ |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Vessels and equipment |
|
|
50,231 |
|
|
|
84,077 |
|
Goodwill and intangible assets |
|
|
|
|
|
|
266 |
|
Long-term debt |
|
|
11,505 |
|
|
|
94,071 |
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
61,736 |
|
|
|
178,414 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Other |
|
|
1,521 |
|
|
|
1,012 |
|
Tax losses carried forward (1) |
|
|
47,567 |
|
|
|
100,096 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
49,088 |
|
|
|
101,108 |
|
|
|
|
|
|
|
|
Net deferred tax liabilities (2) |
|
|
12,648 |
|
|
|
77,306 |
|
Current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term portion of net deferred tax liabilities |
|
|
12,648 |
|
|
|
77,306 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The net operating loss carryforwards of $169.0 million are available to offset future
taxable income in the applicable jurisdictions, and can be carried forward indefinitely. |
|
(2) |
|
The change in the net deferred tax liabilities is related to the change in temporary
differences and foreign exchange gains. |
Substantially all of the Partnerships net income (loss) resulted from the operations of
subsidiaries that were subject to income taxes in their countries of incorporation.
The components of the provision for income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
Current |
|
|
(752 |
) |
|
|
|
|
|
|
(2,956 |
) |
Deferred |
|
|
57,456 |
|
|
|
10,516 |
|
|
|
(425 |
) |
|
|
|
|
|
|
|
|
|
|
Income tax recovery (expense) |
|
|
56,704 |
|
|
|
10,516 |
|
|
|
(3,381 |
) |
|
|
|
|
|
|
|
|
|
|
The Partnership operates in countries that have differing tax laws and rates. Consequently a
consolidated weighted average tax rate will vary from year to year according to the source of
earnings or losses by country and the change in applicable tax rates. Reconciliations of the
tax charge related to the current year at the applicable statutory income tax rates and the
actual tax charge related to the current year are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
Net loss before taxes |
|
|
(74,338 |
) |
|
|
(6,558 |
) |
|
|
(25,449 |
) |
Net loss not subject to taxes |
|
|
(314,613 |
) |
|
|
160,672 |
|
|
|
(5,413 |
) |
|
|
|
|
|
|
|
|
|
|
Net income subject to taxes |
|
|
240,275 |
|
|
|
(167,230 |
) |
|
|
(20,036 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At applicable statutory tax rates |
|
|
58,939 |
|
|
|
(54,303 |
) |
|
|
(8,095 |
) |
Permanent differences and adjustments related to currency differences |
|
|
(115,643 |
) |
|
|
43,787 |
|
|
|
11,476 |
|
|
|
|
|
|
|
|
|
|
|
Tax (recovery) expense related to current year |
|
|
(56,704 |
) |
|
|
(10,516 |
) |
|
|
3,381 |
|
|
|
|
|
|
|
|
|
|
|
F-22
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
13. |
|
Commitments and Contingencies |
The Partnership may, from time to time, be involved in legal proceedings and claims that arise
in the ordinary course of business. The Partnership believes that any adverse outcome,
individually or in the aggregate, of any existing claims would not have a material affect on its
financial position, results of operations or cash flows, when taking into account its insurance
coverage and indemnifications from charterers or Teekay Corporation.
14. |
|
Supplemental Cash Flow Information |
|
a) |
|
The changes in non-cash working capital items related to operating activities for the
years ended December 31, 2008, 2007 and 2006 are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
2,745 |
|
|
|
(16,206 |
) |
|
|
3,452 |
|
Prepaid expenses and other assets |
|
|
13,944 |
|
|
|
(1,957 |
) |
|
|
4,164 |
|
Accounts payable and accrued liabilities |
|
|
4,306 |
|
|
|
(6,126 |
) |
|
|
4,643 |
|
Advances from (to) affiliate |
|
|
1,948 |
|
|
|
(9,417 |
) |
|
|
38,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,943 |
|
|
|
(33,706 |
) |
|
|
51,039 |
|
|
|
|
|
|
|
|
|
|
|
|
b) |
|
Cash interest paid (including interest paid by the Dropdown Predecessor) during the
years ended December 31, 2008, 2007, and 2006 totaled $76.0 million, $73.9 million, and
$44.0 million, respectively. |
|
|
c) |
|
Taxes paid (including taxes paid by the Dropdown Predecessor) during the years ended
December 31, 2008, 2007 and 2006 totaled $1.1 million, $1.8 million, and $0.2 million,
respectively. |
|
|
d) |
|
The Partnerships consolidated statement of cash flows for the years ended December 31,
2008, 2007 and 2006 reflect the Dropdown Predecessor as if the Partnership had acquired the
Dropdown Predecessor when each respective vessel began operations under the ownership of
Teekay Corporation. If Teekay Corporation financed the construction or purchase of the
vessel prior to the Dropdown Predecessor being included in the results of the Partnership,
the expenditures for the vessel by Teekay Corporation have been treated as a non-cash
transaction in the Partnerships consolidated statement of cash flows. The non-cash
investing activities related to the Dropdown Predecessor were $90.5 million and $71.6 million for
expenditures for vessels and equipment in the years ended December 31, 2008 and December 31, 2007, respectively. |
|
|
e) |
|
Net change in parents equity in the Dropdown Predecessor includes the equity of the
Dropdown Predecessor when initially pooled for accounting purposes and any subsequent
non-cash equity transactions of the Dropdown Predecessor. |
15. |
|
Vessel and Equipment Sales and Write-downs |
During 2008, a subsidiary of OPCO sold certain vessel equipment to a subsidiary of Teekay
Corporation for proceeds equal to its net book value of $1.4 million.
During 2006, the Predecessor sold a 1981-built shuttle tanker. The Predecessor recorded a gain
of $6.4 million and a non-controlling interest expense of $3.2 million relating to the sale.
During 2006, the Predecessor incurred a $2.2 million write-down of certain offshore equipment.
This writedown occurred due to a reassessment of the estimated net realizable value of this
equipment and follows a $12.2 million write-down in 2005 arising from the early termination of a
contract for the equipment.
16. |
|
Partners Capital and Net Income (Loss) Per Unit |
At December 31, 2008, of our total common units outstanding, 50.01% were held by the public and
the remaining units were held by a subsidiary of Teekay Corporation.
Limited Partners Rights
Significant rights of the limited partners include the following:
|
|
|
Right to receive distribution of available cash within approximately 45 days after the
end of each quarter. |
F-23
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
|
|
|
No limited partner shall have any management power over the Partnerships business and
affairs; the general partner shall conduct, direct and manage our activities. |
|
|
|
|
The General Partner may be removed if such removal is approved by unitholders holding at
least 66 2/3% of the outstanding units voting as a single class, including units held by
the General Partner and its affiliates. |
Subordinated Units
All of the Partnerships subordinated units are held by a subsidiary of Teekay Corporation.
Under the partnership agreement, during the subordination period applicable to the Partnerships
subordinated units, the common units will have the right to receive distributions of available
cash from operating surplus in an amount equal to the minimum quarterly distribution of $0.35
per quarter, plus any arrearages in the payment of the minimum quarterly distribution on the
common units from prior quarters, before any distributions of available cash from operating
surplus may be made on the subordinated units. Distribution arrearages do not accrue on the
subordinated units. The purpose of the subordinated units is to increase the likelihood that
during the subordination period there will be available cash to be distributed on the common
units.
The subordination period will extend until the first day of any quarter beginning after December
31, 2009. Thereafter the subordination period will terminate automatically and the subordinated
units will convert into common units on a one-for-one basis if certain tests are met.
For the purpose of the net income (loss) per unit calculation (as defined below), during the
first and fourth quarters of 2008, the Partnership incurred a net loss and, consequently, the
assumed distributions of net loss resulted in an equal distribution of net loss between the
subordinated unit holders and common unit holders. During the second and third quarters of 2008,
net income exceeded the minimum quarterly distribution of $0.35 per unit and, consequently, the
assumed distribution of net income resulted in an equal distribution of net income between the
subordinated unit holders and common unit holders.
Incentive Distribution Rights
The General Partner is entitled to incentive distributions if the amount the Partnership
distributes to unitholders with respect to any quarter exceeds specified target levels shown
below:
|
|
|
|
|
|
|
|
|
Quarterly Distribution Target Amount (per unit) |
|
Unitholders |
|
|
General Partner |
|
Minimum quarterly distribution of $0.35 |
|
|
98 |
% |
|
|
2 |
% |
Up to $0.4025 |
|
|
98 |
% |
|
|
2 |
% |
Above $0.4025 up to $0.4375 |
|
|
85 |
% |
|
|
15 |
% |
Above $0.4375 up to $0.525 |
|
|
75 |
% |
|
|
25 |
% |
Above $0.525 |
|
|
50 |
% |
|
|
50 |
% |
For the purpose of the net income (loss) per unit calculation, of the four quarters that
comprise the year ended December 31, 2008, the Partnership incurred a net loss in the first and
fourth quarter and, consequently the assumed distributions of net losses did not result in the
use of the increasing percentages to calculate the General Partners interest in net losses.
During the second and third quarter of 2008, net income exceeded $0.4025 per unit and, consequently, the assumed distribution of net income resulted in
the use of the increasing percentages to calculate the General Partners interest in net income.
In the event of a
liquidation, all property and cash in excess of that required to discharge all liabilities will be
distributed to the unitholders and our general partner in proportion to their capital account
balances, as adjusted to reflect any gain or loss upon the sale or other disposition of the
Partnerships assets in liquidation in accordance with the partnership agreement.
Net Income (Loss) Per Unit
Net income (loss) per unit is determined by dividing net income, after deducting the amount of
net income attributable to the Dropdown Predecessor and the amount of net income (loss)
allocated to the General Partners interest from the issuance date of the common units of
December 19, 2006, by the weighted-average number of units outstanding during the applicable
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 net assets contributed to the
Partnership in connection with its initial public offering, or 12,600,000 units.
As required by Emerging Issues Task Force Issue No. 03-6, Participating Securities and Two-Class
Method under FASB Statement No. 128, Earnings Per Share, the interests of the General Partner,
common unit holders and subordinated unitholders in net income are calculated as if all net
income for periods subsequent to December 19, 2006 was distributed according to the terms of the
Partnerships partnership agreement, regardless of whether those earnings would or could be
distributed. The partnership agreement does not provide for the distribution of net income;
rather, it provides for the distribution of available cash, which is a contractually defined
term that generally means all cash on hand at the end of each quarter after establishment of
cash reserves. Unlike available cash, net income is affected by non-cash items such as
depreciation and amortization, unrealized gains and losses on derivative instruments and foreign
currency translation gains (losses).
Pursuant to the partnership agreement, income allocations are made on a quarterly basis;
therefore earnings per limited partner unit for each year is calculated as the sum of the
quarterly earnings per limited partner unit for each of the four quarters in the year.
F-24
TEEKAY OFFSHORE PARTNERS L.P. AND SUBSIDIARIES
(Successor to Teekay Offshore Partners Predecessor)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd)
(all tabular amounts stated in thousands of U.S. dollars, except unit and per unit data or unless otherwise indicated)
17. |
|
Change in accounting estimate |
Effective January 1, 2008, the Partnership increased its estimate of the residual value of its
vessels due to an increase in the estimated scrap rate per lightweight ton from $150 per
lightweight ton to $325 per lightweight ton. The Partnerships estimate of salvage values took
into account the then current scrap prices and the historical scrap rates over the five years
prior to December 31, 2007. As a result, depreciation and amortization expense has decreased by
$5.0 million, and net income has increased by $2.9 million, or $0.09 per unit, for the year
ended December 31, 2008.
18. |
|
Discontinued Operations |
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. At the time of the sale, all of the Predecessors
chartered-in conventional tankers were chartered-in by Navion Shipping Ltd. and subsequently
time chartered to a subsidiary of Teekay Corporation at charter rates that provided a fixed
1.25% profit margin. These chartered-in conventional tankers were operated in the spot market by
the subsidiary of Teekay Corporation.
The loss from discontinued operations of Navion Shipping Ltd. is summarized as follows:
|
|
|
|
|
|
|
January 1 to June 30, |
|
|
|
2006 |
|
Voyage revenues(1) |
|
$ |
80,014 |
|
|
|
|
|
|
Loss from discontinued operations before income tax expense |
|
|
(10,656 |
) |
Income tax expense |
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
$ |
(10,656 |
) |
|
|
|
|
|
|
|
(1) |
|
During the six months ended June 30, 2006 the Predecessor earned $79.5 million of
time charter revenue from a subsidiary of Teekay Corporation pursuant to the agreement
with Navion Shipping Ltd. |
|
|
|
During the six months ended June 30, 2006, $10.7 million of general and administrative
expenses attributable to the operations of Navion Shipping Ltd. were incurred by Teekay
Corporation and have been allocated to Navion Shipping Ltd. |
Prior to being reported as discontinued operations, these results were reported within the
conventional tanker segment.
|
(a) |
|
In February 2009, the Partnership declared a cash distribution of $0.45 per unit for
the quarter ended December 31, 2008. The cash distribution was paid on February 13, 2009
to all unitholders of record on February 6, 2009. |
|
|
|
|
In May 2009, the Partnership declared a cash distribution of $0.45 per unit for the
quarter ended March 31, 2009. The cash distribution was paid on May 15, 2009 to all
unitholders of record on May 8, 2009. |
|
|
(b) |
|
During 2009 the Partnership intends to reflag seven of
its vessels from Norwegian flag to Bahamian flag and to change the nationality mix of its crews. Under this plan, the Partnership will record and pay the restructuring
charges of approximately $4.4 million during 2009. The actual charges are recorded in the
period in which the Partnership commits to a formalized restructuring plan or executes the
specific actions contemplated by the program and all criteria for
restructuring charge recognition under the applicable accounting
guidance have been met. The
Partnership expects the reflagging will result in a reduction in its crewing costs for these
vessels. |
F-25