e6vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Date of Report: July 23, 2009
Commission
file number 1- 33198
TEEKAY
OFFSHORE PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
4th Floor
Belvedere Building
69 Pitts Bay Road
Hamilton, HM08 Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1).
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7).
Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):82-
Item 1 Information Contained in this Form 6-K Report
Attached
as Exhibit I is a copy of an announcement of Teekay Offshore Partners L.P. dated July 23, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TEEKAY OFFSHORE PARTNERS L.P.
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Date: July 23, 2009 |
By: |
/s/ Peter Evensen
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Peter Evensen |
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Chief Executive Officer and Chief Financial Officer
(Principal Financial and Accounting Officer) |
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TEEKAY OFFSHORE PARTNERS L.P.
4th Floor, Belvedere Building, 69 Pitts Bay Road,
Hamilton, HM 08, Bermuda |
EARNINGS RELEASE
TEEKAY OFFSHORE PARTNERS
DECLARES SECOND QUARTER DISTRIBUTION AND
REPORTS FIRST QUARTER RESULTS
Highlights
§ |
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Declared a cash distribution of $0.45 per unit for the second quarter of 2009, unchanged
from the previous quarter. |
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§ |
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Generated distributable cash flow of $10.0 million in the first quarter of 2009, up from
$6.8 million in the first quarter of 2008. |
Hamilton, Bermuda, July 23, 2009 Teekay Offshore GP LLC, the general partner of Teekay Offshore
Partners L.P. (Teekay Offshore or the Partnership) (NYSE: TOO) today declared a cash distribution
of $0.45 per unit ($1.80 per unit on an annualized basis) for the quarter ended June 30, 2009. The
cash distribution will be payable on August 14, 2009 to all unitholders of record on July 29, 2009.
The Partnership also reported today its results for the quarter ended March 31, 2009. During the
first quarter, the Partnership generated distributable cash flow(1) of $10.0 million, an
increase from $6.8 million for the first quarter of 2008, primarily as a result of the
Partnerships acquisition of an additional 25 percent interest in Teekay Offshore Operating
Partners (OPCO) in June 2008. However, the Partnerships distributable cash flow in the first
quarter decreased from $11.7 million in the fourth quarter of 2008. On May 4, 2009, the
Partnership declared a cash distribution of $0.45 per unit for quarter ended March 31, 2009. The
cash distribution was paid on May 15, 2009, to all unitholders of record on May 8, 2009.
The Partnerships first quarter 2009 results were affected by several factors which reduced income
from vessel operations and distributable cash flow for the quarter, commented Peter Evensen, Chief
Executive Officer of Teekay Offshore GP LLC. These include costs related to higher than
anticipated operating expenses primarily related to our North Sea shuttle tanker operations, the
re-flagging of certain of our shuttle tankers in order to lower our future crewing costs, lower
fleet utilization as a result of reduced oil production in the first quarter and reduced revenues
due to start-up delays at some of the new North Sea fields. Factors impacting our first quarter
results have generally persisted through the second quarter, which in addition experienced a
seasonal decline in shuttle tanker utilization due to field maintenance.
Mr. Evensen continued, As a result of the progress made on our re-flagging and other cost
management initiatives, we expect lower run-rate operating expenses, which combined with higher
fleet utilization following the completion of seasonal maintenance and the start-up of new North
Sea fields, should result in an improvement in the Partnerships distributable cash flow in the
second half of the year and support our current quarterly cash distribution level. Importantly,
today we declared a $0.45 per unit distribution for the second quarter.
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(1) |
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Distributable cash flow is a non-GAAP financial measure used by certain investors to measure
the financial performance of the Partnership and other master limited partnerships. Please
see Appendix B for a reconciliation of this non-GAAP measure to the most directly comparable
GAAP financial measure. |
- more -
1
Teekay Offshores Fleet
The following table summarizes Teekay Offshores fleet, including vessels owned by OPCO, as of July
1, 2009:
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Number of Vessels |
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Owned |
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Chartered-in |
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Vessels |
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Vessels |
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Total |
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Shuttle Tanker Segment |
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27 |
* |
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8 |
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35 |
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Conventional Tanker Segment |
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11 |
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11 |
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FSO Segment |
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5 |
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5 |
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Total |
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43 |
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8 |
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51 |
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* |
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Includes five shuttle tankers in which OPCOs ownership
interest is 50% and two shuttle tankers directly owned by Teekay
Offshore, of which one is 50% owned. |
Future Growth Opportunities
Pursuant to an omnibus agreement that Teekay Offshore entered into in connection with its initial
public offering in December 2006, Teekay Corporation (Teekay) is obligated to offer to the
Partnership its interest in certain shuttle tankers, Floating Storage and Offloading units (FSO)
and Floating Production Storage and Offloading (FPSO) units and joint ventures it may acquire in
the future, provided the vessels are servicing contracts in excess of three years in length.
Teekay Offshore also may acquire additional limited partner interests in OPCO or vessels that
Teekay may offer the Partnership from time to time in the future.
Shuttle Tankers
Teekay has ordered four Aframax shuttle tanker newbuildings that are scheduled to deliver in 2010
and 2011, for a total delivered cost of approximately $460 million. Teekay Offshore anticipates
that these vessels will be offered to the Partnership pursuant to the omnibus agreement and will be
used to service either new long-term, fixed-rate contracts Teekay may be awarded prior to the
vessel deliveries or OPCOs contracts-of-affreightment in the North Sea.
FPSO Units
On July 9, 2008, Teekay completed the acquisition of the remaining 35.3 percent of Teekay Petrojarl
ASA (Teekay Petrojarl) it did not previously own. Teekay Petrojarl is a leading operator of FPSO
units, with four units operating in the North Sea and one unit operating in Brazil.
Pursuant to the omnibus agreement, Teekay was obligated to offer to Teekay Offshore the 1998-built
FPSO unit, the Varg, within 30 days of the unit being re-chartered by Teekay Petrojarl on December
4, 2008. Teekay Offshore has agreed to waive Teekays obligation to offer the unit to the
Partnership 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.
Teekay is also obligated to offer to the Partnership, prior to July 9, 2010 and for fair market
value, two additional existing FPSO units of Teekay Petrojarl, in addition to the Varg, that are
servicing contracts in excess of three years in length.
Teekays Remaining Interest in OPCO
Teekay may offer to Teekay Offshore additional limited partner interests in OPCO that Teekay owns.
Teekay currently owns 49 percent of OPCO and Teekay Offshore owns the remaining 51 percent. OPCO
is a Marshall Islands limited partnership with a fleet of 33 shuttle tankers (including eight
chartered-in vessels), four FSO units, nine double-hull conventional oil tankers and two lightering
vessels.
- more -
2
Financial Summary
The Partnership reported adjusted net income(1) (as detailed in Appendix A to this
release) of $7.5 million for the quarter ended March 31, 2009, compared to $4.2 million for the
same period of the prior year. Adjusted net income excludes a number of specific items which had
the net effect of increasing net income by $9.5 million and decreasing net income by $17.4 million
for the quarters ended March 31, 2009 and 2008, respectively, as detailed in Appendix A. Including
these items, the Partnership reported net income attributable to the partners of $16.9
million(3), on a GAAP basis, for the first quarter of 2009, compared to a net loss
attributable to the Partners, on a GAAP basis, of $13.2 million(3), for the same period
last year. Net voyage revenues(2) for the first quarter of 2009 increased to $158.6
million from $153.6 million for the same period of the prior year.
For accounting purposes, the Partnership is required to recognize the changes in the fair value of
certain derivative instruments, as unrealized gains or losses, through the statements of income
(loss). This revaluation does not affect the economics of any hedging transactions or have any
impact on the Partnerships actual cash flows or the calculation of its distributable cash flow.
Operating Results
The following table highlights certain financial information for Teekay Offshores three main
segments: the shuttle tanker segment, the conventional tanker segment, and the FSO segment (please
refer to the Teekay Offshores Fleet section of this release above and Appendix C for further
details).
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Three Months Ended |
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Three Months Ended |
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March 31, 2009 |
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March 31, 2008 |
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(unaudited) |
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(unaudited) |
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Shuttle |
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Conventional |
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Shuttle |
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Conventional |
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(in thousands of |
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Tanker |
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Tanker |
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FSO |
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Tanker |
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Tanker |
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FSO |
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U.S. dollars) |
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Segment |
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Segment |
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Segment |
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Total |
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Segment |
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Segment |
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Segment |
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Total |
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Net voyage revenues |
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119,897 |
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23,862 |
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14,853 |
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158,612 |
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114,506 |
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22,351 |
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16,698 |
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153,555 |
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Vessel operating
expenses* |
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39,522 |
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5,390 |
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5,822 |
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50,734 |
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29,660 |
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5,959 |
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6,312 |
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41,931 |
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Time-charter hire expense |
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32,145 |
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32,145 |
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33,646 |
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33,646 |
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Depreciation and
amortization |
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23,155 |
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5,974 |
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5,402 |
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34,531 |
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22,551 |
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5,257 |
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5,104 |
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32,912 |
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Cash flow from vessel
operations** |
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31,404 |
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17,038 |
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8,591 |
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57,033 |
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39,265 |
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13,042 |
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9,557 |
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61,864 |
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* |
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Commencing in the quarter ended March 31, 2009, and applied retroactively, the gains and
losses related to non-designated derivative instruments have been reclassified to a separate
line item in the Statements of Income (Loss) and are no longer included in the amounts above. |
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** |
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Cash flow from vessel operations represents income from vessel operations before depreciation
and amortization expense and amortization of deferred gains, and includes the realized gains
(losses) on the settlements of foreign currency exchange forward contracts. Cash flow from
vessel operations is a non-GAAP financial measure used by certain investors to measure the
financial performance of shipping companies. Please see the Partnerships web site at
www.teekayoffshore.com for a reconciliation of this non-GAAP measure as used in this release
to the most directly comparable GAAP financial measure. |
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(1) |
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Adjusted net income is a non-GAAP financial measure. Please refer to Appendix A to the
Consolidated Statements of Income (Loss) included in this release for a reconciliation of this
non-GAAP measure to the most directly comparable financial measure under United States
generally accepted accounting principles (GAAP) and information about specific items affecting
net income which are typically excluded by securities analysts in their published estimates of
the Partnerships financial results. |
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(2) |
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Net voyage revenues represents voyage revenues less voyage expenses, which comprise all
expenses relating to certain voyages, including bunker fuel expenses, port fees, canal tolls
and brokerage commissions. Net voyage revenues is a non-GAAP financial measure used by
certain investors to measure the financial performance of shipping companies. Please see the
Partnerships web site at www.teekayoffshore.com for a reconciliation of this non-GAAP measure
as used in this release to the most directly comparable GAAP financial measure. |
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(3) |
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Commencing in 2009, and applied retroactively, in accordance with SFAS 160, the Partnerships
GAAP net income (loss) is presented before non-controlling interest on the Statements of
Income (Loss). Net income (loss) attributable to Partners represents the net income (loss)
attributable to the limited partners and general partner of Teekay Offshore. |
- more -
3
Shuttle Tanker Segment
Cash flow from vessel operations from the Partnerships shuttle tanker segment decreased to $31.4
million for the first quarter of 2009, compared to $39.3 million for the same quarter of the prior
year primarily due to an increase in vessel operating costs, and restructuring charges of $2.2
million related to the re-flagging of certain of the Partnerships Norwegian-flagged vessels,
partially offset by an increase to our shuttle tanker revenues. Vessel operating expenses
increased from the same quarter of the prior year primarily due to the rising costs of supplies, an
increase in crew manning costs and the impact of changes in foreign currency exchange rates.
Shuttle tanker net voyage revenues increased from the same quarter one year ago primarily due to a
$4.0 million increase as a result of a decrease in the number of off-hire days for vessels on
time-charter contracts, $3.3 million from a new time-charter agreement, which began in December
2008, partially offset by a $4.1 million decrease in utilization of vessels on contracts of
affreightment and lower rates earned by surplus vessels trading in the spot tanker market.
Conventional Tanker Segment
Cash flow from vessel operations from the Partnerships conventional tanker segment increased to
$17.0 million for the first quarter of 2009 from $13.0 million for the same quarter of the prior
year, primarily due to the acquisition of two Aframax tankers, the SPT Explorer and SPT Navigator,
in the second quarter of 2008, an increase in the daily hire rate for all nine time-charter
contracts with Teekay, a decrease in off-hire days and a decrease in operating expenses in the
first quarter of 2009 as compared to the same quarter one year ago.
FSO Segment
Cash flow from vessel operations from the Partnerships FSO segment decreased to $8.6 million for
the first quarter of 2009 from $9.6 million for the same quarter of the prior year, primarily due
to changes in foreign currency exchange rates.
Liquidity
As of March 31, 2009, the Partnership had total liquidity of $295.5 million, which consisted of
$147.8 million in cash and cash equivalents and $147.7 million in undrawn revolving credit
facilities.
About Teekay Offshore Partners L.P.
Teekay Offshore Partners L.P., a publicly-traded master limited partnership formed by Teekay
Corporation (NYSE: TK), is an international provider of marine transportation and storage services
to the offshore oil industry. Teekay Offshore owns a 51 percent interest in and controls Teekay
Offshore Operating L.P., a Marshall Islands limited partnership with a fleet of 33 shuttle tankers
(including eight chartered-in vessels), four FSO units, nine double-hull conventional oil tankers
and two lightering vessels. In addition, Teekay Offshore has direct ownership interests in two
shuttle tankers and one FSO unit. Teekay Offshore also has rights to participate in certain FPSO
opportunities.
Teekay Offshores common units trade on the New York Stock Exchange under the symbol TOO.
For Investor Relations enquiries contact:
Kent Alekson
Tel: +1 (604) 609-6442
For Media enquiries contact:
Alana Duffy
Tel: +1 (604) 844-6605
Web site: www.teekayoffshore.com
- more -
4
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in thousands of U.S. dollars, except unit data)
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Three Months Ended |
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March 31, |
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December 31, |
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March 31, |
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2009 |
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2008 |
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2008 |
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(unaudited) |
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(unaudited) |
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(unaudited) |
VOYAGE REVENUES |
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183,425 |
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216,129 |
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204,932 |
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OPERATING EXPENSES |
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Voyage expenses |
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24,813 |
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51,293 |
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51,377 |
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Vessel
operating expenses (1) |
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50,734 |
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48,388 |
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41,931 |
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Time-charter hire expense |
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32,145 |
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34,852 |
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33,646 |
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Depreciation and amortization |
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34,531 |
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35,036 |
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32,912 |
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General and administrative (1) |
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11,922 |
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17,853 |
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15,826 |
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Restructuring charge (2) |
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2,201 |
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156,346 |
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187,422 |
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175,692 |
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Income from vessel operations |
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27,079 |
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28,707 |
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29,240 |
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OTHER ITEMS |
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Interest expense |
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(10,568 |
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(14,859 |
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(21,266 |
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Interest income |
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826 |
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885 |
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1,249 |
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Realized and unrealized gain (loss) on derivative instruments (3) |
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17,584 |
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(126,670 |
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(45,415 |
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Income tax (expense) recovery |
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(4,138 |
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21,852 |
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(197 |
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Foreign exchange (loss) gain (1) |
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(2,248 |
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5,737 |
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(2,463 |
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Other income net |
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3,081 |
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2,666 |
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2,626 |
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Net income (loss) |
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31,616 |
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(81,682 |
) |
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(36,226 |
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Net income (loss) attributable to: |
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Non-controlling interests (4) |
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14,676 |
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(30,947 |
) |
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(23,477 |
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Dropdown Predecessor |
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485 |
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Partners |
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16,940 |
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(50,735 |
) |
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(13,234 |
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Limited partners units outstanding: |
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Weighted-average number of common units outstanding
Basic and diluted |
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20,425,000 |
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20,425,000 |
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9,800,000 |
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Weighted-average number of subordinated units outstanding
Basic and diluted |
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9,800,000 |
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9,800,000 |
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9,800,000 |
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Weighted-average number of total units outstanding
Basic and diluted |
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30,225,000 |
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30,225,000 |
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19,600,000 |
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(1) |
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The Partnership has entered into foreign exchange forward contracts, which are economic
hedges of vessel operating expenses and general and administrative expenses. Certain of these
forward contracts have been designated as cash flow hedges pursuant to United States generally
accepted accounting principles (GAAP). Unrealized gains and losses arising from hedge
ineffectiveness from such forward contracts are reflected in vessel operating expenses,
general and administrative expenses, and foreign exchange gains (losses) in the above
Statements of Income (Loss) as detailed in the table below: |
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Three Months Ended |
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March 31, |
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December 31, |
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March 31, |
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2009 |
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2008 |
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2008 |
Vessel operating expenses |
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|
735 |
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|
(567 |
) |
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|
445 |
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General and administrative |
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|
1,202 |
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(1,445 |
) |
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|
231 |
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Foreign exchange loss |
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(452 |
) |
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(2) |
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Restructuring charges were incurred in connection with the re-flagging of certain of the
Partnerships vessels, which will result in lower future crewing costs. The Partnership
expects to incur an additional $1.5 million in similar restructuring charges in the second
quarter of 2009. |
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(3) |
|
Commencing in the three months ended March 31, 2009, and applied retroactively, the realized
and unrealized gains and losses related to derivative instruments that are not designated as
hedges for accounting purposes have been reclassified to a separate line item in the
statements of income (loss). The realized gains (losses) relate to the amounts the
Partnership actually paid to settle such derivative instruments and the unrealized gains
(losses) relate to the change in fair value of such derivative instruments as detailed in the
table below: |
- more -
5
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Three Months Ended, |
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March 31, |
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December 31, |
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March 31, |
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2009 |
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2008 |
|
2008 |
Realized losses relating to: |
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Interest rate swaps |
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(8,460 |
) |
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|
(8,746 |
) |
|
|
(540 |
) |
Foreign currency forward contracts |
|
|
(2,934 |
) |
|
|
(409 |
) |
|
|
|
|
|
|
|
|
|
|
(11,394 |
) |
|
|
(7,155 |
) |
|
|
(540 |
) |
|
|
|
Unrealized gains (losses) relating to: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
|
26,626 |
|
|
|
(117,494 |
) |
|
|
(45,383 |
) |
Foreign currency forward contracts |
|
|
2,351 |
|
|
|
(2,021 |
) |
|
|
508 |
|
|
|
|
|
|
|
28,977 |
|
|
|
(119,515 |
) |
|
|
(44,875 |
) |
|
|
|
Total realized and unrealized gains (losses) on non-designated derivative instruments |
|
|
17,583 |
|
|
|
(126,670 |
) |
|
|
(45,415 |
) |
|
|
|
|
|
|
(4) |
|
Commencing in 2009, and applied retroactively, in accordance with SFAS 160 net income (loss)
includes the net income (loss) attributable to non-controlling interests. |
- more -
6
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
As at |
|
As at |
|
|
March 31, 2009 |
|
December 31, 2008 |
|
|
(unaudited) |
|
(unaudited) |
ASSETS |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
147,837 |
|
|
|
131,488 |
|
Other current assets |
|
|
92,675 |
|
|
|
100,470 |
|
Vessels and equipment |
|
|
1,680,279 |
|
|
|
1,708,006 |
|
Other assets |
|
|
61,260 |
|
|
|
67,725 |
|
Intangible assets |
|
|
43,026 |
|
|
|
45,290 |
|
Goodwill |
|
|
127,113 |
|
|
|
127,113 |
|
|
Total Assets |
|
|
2,152,190 |
|
|
|
2,180,092 |
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
57,944 |
|
|
|
54,368 |
|
Other current liabilities |
|
|
33,921 |
|
|
|
29,734 |
|
Current portion of long-term debt |
|
|
118,598 |
|
|
|
125,503 |
|
Current portion of derivative instruments |
|
|
48,815 |
|
|
|
54,937 |
|
Long-term debt |
|
|
1,435,656 |
|
|
|
1,440,933 |
|
Other long-term liabilities |
|
|
143,801 |
|
|
|
172,368 |
|
Equity: |
|
|
|
|
|
|
|
|
Non-controlling interest |
|
|
206,102 |
|
|
|
201,383 |
|
Partners equity |
|
|
107,353 |
|
|
|
100,866 |
|
|
Total Liabilities and Equity |
|
|
2,152,190 |
|
|
|
2,180,092 |
|
|
- more -
7
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2009 |
|
2008 |
|
|
(unaudited) |
|
(unaudited) |
Cash and cash equivalents provided by (used for) |
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Net operating cash flow |
|
|
53,882 |
|
|
|
48,011 |
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt |
|
|
|
|
|
|
111,338 |
|
Scheduled repayments of long-term debt |
|
|
(7,182 |
) |
|
|
(8,044 |
) |
Prepayments of long-term debt |
|
|
(5,000 |
) |
|
|
(17,000 |
) |
Distributions from subsidiaries to non-controlling interest |
|
|
(13,879 |
) |
|
|
(24,019 |
) |
Cash distributions paid |
|
|
(14,447 |
) |
|
|
(8,000 |
) |
Net advances to affiliates |
|
|
|
|
|
|
(45,331 |
) |
Net advance from joint venture partner |
|
|
221 |
|
|
|
|
|
Other |
|
|
(289 |
) |
|
|
(287 |
) |
|
Net financing cash flow |
|
|
(40,576 |
) |
|
|
8,657 |
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Expenditures for vessels and equipment |
|
|
(2,486 |
) |
|
|
(46,026 |
) |
Investment in direct financing lease assets |
|
|
|
|
|
|
(17 |
) |
Direct financing lease payments received |
|
|
5,529 |
|
|
|
5,942 |
|
|
Net investing cash flow |
|
|
3,043 |
|
|
|
(40,101 |
) |
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
|
16,349 |
|
|
|
16,567 |
|
Cash and cash equivalents, beginning of the period |
|
|
131,488 |
|
|
|
121,224 |
|
|
Cash and cash equivalents, end of the period |
|
|
147,837 |
|
|
|
137,791 |
|
|
- more -
8
TEEKAY OFFSHORE PARTNERS L.P.
APPENDIX A SPECIFIC ITEMS AFFECTING NET INCOME
(in thousands of U.S. dollars)
Set forth below are some of the significant items of income and expense that affected the
Partnerships net income (loss) for the three months March 31, 2009 and 2008, all of which items
are typically excluded by securities analysts in their published estimates of the Partnerships
financial results:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Three Months |
|
|
Ended |
|
Ended |
|
|
March 31, 2009 |
|
March 31, 2008 |
|
|
(unaudited) |
|
(unaudited) |
Net income (loss) GAAP basis |
|
|
31,616 |
|
|
|
(36,226 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
Net (income) loss attributable to non-controlling interests |
|
|
(14,676 |
) |
|
|
23,477 |
|
Net (income) loss attributable to drop-down predecessor |
|
|
|
|
|
|
(485 |
) |
|
Net income (loss) attributable to the partners |
|
|
16,940 |
|
|
|
(13,234 |
) |
Add (subtract) specific items affecting net income (loss): |
|
|
|
|
|
|
|
|
Restructuring charges (1) |
|
|
2,201 |
|
|
|
|
|
Foreign currency exchange (gains) losses (2) |
|
|
311 |
|
|
|
3,139 |
|
Deferred income tax expense relating to unrealized foreign
exchange gains (3) |
|
|
8,364 |
|
|
|
8,400 |
|
Unrealized (gains) losses on derivative instruments (4) |
|
|
(28,977 |
) |
|
|
44,875 |
|
Non-controlling interests share of items above (5) |
|
|
8,628 |
|
|
|
(39,003 |
) |
|
Total adjustments |
|
|
(9,473 |
) |
|
|
17,411 |
|
|
Adjusted net income |
|
|
7,467 |
|
|
|
4,177 |
|
|
|
|
|
(1) |
|
Restructuring charges were incurred in connection with the re-flagging of certain of the
Partnerships vessels, which will result in lower future crewing costs. |
|
(2) |
|
Foreign currency exchange gains (losses) primarily relate to the Partnerships revaluation of
all foreign currency-denominated monetary assets and liabilities based on the prevailing
exchange rate at the end of each reporting period and also includes the unrealized gains and
losses, arising from hedge ineffectiveness, from foreign exchange forward contracts that are
or have been designated as hedges for accounting purposes. |
|
(3) |
|
Portion of deferred income tax expense related to unrealized foreign exchange gains and
losses. |
|
(4) |
|
Reflects the unrealized gain or loss due to changes in the mark-to-market value of
derivative instruments that are not designated as hedges for accounting purposes. |
|
(5) |
|
Primarily relates to Teekays non-controlling interest share of the items noted above. |
- more -
9
TEEKAY OFFSHORE PARTNERS L.P.
APPENDIX B RECONCILIATION OF NON-GAAP FINANCIAL MEASURE
(in thousands of U.S. dollars)
Description of Non-GAAP Financial Measure Distributable Cash Flow (DCF)
Distributable cash flow represents net income (loss) adjusted for depreciation and amortization
expense, non-controlling interest, non-cash items, estimated maintenance capital expenditures,
gains and losses on vessel sales, unrealized gains and losses from derivatives, income taxes and
foreign exchange related items. Maintenance capital expenditures represent those capital
expenditures required to maintain over the long-term the operating capacity of, or the revenue
generated by, the Partnerships capital assets. Distributable cash flow is a quantitative standard
used in the publicly-traded partnership investment community to assist in evaluating a
partnerships ability to make quarterly cash distributions. Distributable cash flow is not defined
by United States generally accepted accounting principles and should not be considered as an
alternative to net income or any other indicator of the Partnerships performance required by
United States generally accepted accounting principles. The table below reconciles distributable
cash flow to net income.
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, 2009 |
|
|
(unaudited) |
|
Net income |
|
|
31,616 |
|
Add: |
|
|
|
|
Depreciation and amortization |
|
|
34,531 |
|
Income tax expense |
|
|
4,138 |
|
Foreign exchange and other, net |
|
|
640 |
|
|
|
|
|
|
Less: |
|
|
|
|
Unrealized gains on non-designated derivative
instruments |
|
|
(28,977 |
) |
Estimated maintenance capital expenditures |
|
|
(20,288 |
) |
|
Distributable Cash Flow before Non-Controlling Interest |
|
|
21,660 |
|
Non-controlling interests share of DCF |
|
|
(11,687 |
) |
|
Distributable Cash Flow |
|
|
9,973 |
|
|
- more -
10
TEEKAY OFFSHORE PARTNERS L.P.
APPENDIX C SUPPLEMENTAL SEGMENT INFORMATION
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2009 |
|
|
(unaudited) |
|
|
Shuttle |
|
Conventional |
|
|
|
|
|
|
Tanker |
|
Tanker |
|
FSO |
|
|
|
|
Segment |
|
Segment |
|
Segment |
|
Total |
|
Net voyage revenues (1) |
|
|
119,897 |
|
|
|
23,862 |
|
|
|
14,853 |
|
|
|
158,612 |
|
Vessel
operating expenses (2) |
|
|
39,522 |
|
|
|
5,390 |
|
|
|
5,822 |
|
|
|
50,734 |
|
Time-charter hire expense |
|
|
32,145 |
|
|
|
|
|
|
|
|
|
|
|
32,145 |
|
Depreciation and amortization |
|
|
23,155 |
|
|
|
5,974 |
|
|
|
5,402 |
|
|
|
34,531 |
|
General and
administrative (2) |
|
|
10,048 |
|
|
|
1,434 |
|
|
|
440 |
|
|
|
11,922 |
|
Restructuring charges |
|
|
2,201 |
|
|
|
|
|
|
|
|
|
|
|
2,201 |
|
|
Income from vessel operations |
|
|
12,826 |
|
|
|
11,064 |
|
|
|
3,189 |
|
|
|
27,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2008 |
|
|
|
|
|
|
(unaudited) |
|
|
|
|
Shuttle |
|
Conventional |
|
|
|
|
|
|
Tanker |
|
Tanker |
|
FSO |
|
|
|
|
Segment |
|
Segment |
|
Segment |
|
Total |
|
Net voyage revenues (1) |
|
|
114,506 |
|
|
|
22,351 |
|
|
|
16,698 |
|
|
|
153,555 |
|
Vessel
operating expenses (2) |
|
|
29,660 |
|
|
|
5,959 |
|
|
|
6,312 |
|
|
|
41,931 |
|
Time-charter hire expense |
|
|
33,646 |
|
|
|
|
|
|
|
|
|
|
|
33,646 |
|
Depreciation and amortization |
|
|
22,551 |
|
|
|
5,257 |
|
|
|
5,104 |
|
|
|
32,912 |
|
General and
administrative (2) |
|
|
12,793 |
|
|
|
2,204 |
|
|
|
829 |
|
|
|
15,826 |
|
|
Income from vessel operations |
|
|
15,856 |
|
|
|
8,931 |
|
|
|
4,453 |
|
|
|
29,240 |
|
|
|
|
|
(1) |
|
Net voyage revenues represents voyage revenues less voyage expenses, which comprise all
expenses relating to certain voyages, including bunker fuel expenses, port fees, canal tolls
and brokerage commissions. Net voyage revenues is a non-GAAP financial measure used by
certain investors to measure the financial performance of shipping companies. Please see
the Partnerships web site at www.teekayoffshore.com for a reconciliation of this non-GAAP
measure as used in this release to the most directly comparable GAAP financial measure. |
|
(2) |
|
Commencing in the quarter ended March 31, 2009, and applied retroactively, the gains and
losses related to derivative instruments that are not designated as hedges for accounting
purposes have been reclassified to a separate line item in the Statements of Income (Loss) and
are no longer included in the amounts above. |
- more -
11
FORWARD LOOKING STATEMENTS
This release contains forward-looking statements (as defined in Section 21E of the Securities
Exchange Act of 1934, as amended) which reflect managements current views with respect to certain
future events and performance, including statements regarding: the impact on the Partnerships
distributable cash flow due to the re-flagging of certain shuttle tankers and other operating cost
management initiatives, seasonal maintenance on certain North Sea oil facilities, and start-up
delays on certain oil fields; the expected improvement in the Partnerships distributable cash flow
in the second half of 2009 and the ability to support the Partnerships current quarterly cash
distribution level; the Partnerships future growth prospects; the potential for Teekay to offer up
to four Aframax shuttle tanker newbuildings either with new long-term fixed-rate contracts, or to
service the contracts-of-affreightment in the North Sea; the potential for Teekay to offer Teekay
Petrojarls existing FPSO units and the timing and certainty of the Partnerships acceptance, or
election, to acquire these FPSOs from Teekay Corporation; the potential for Teekay to secure future
FPSO projects; the potential for Teekay to offer to Teekay Offshore additional limited partner
interests in OPCO; and the Partnerships exposure to foreign currency fluctuations. The following
factors are among those that could cause actual results to differ materially from the
forward-looking statements, which involve risks and uncertainties, and that should be considered in
evaluating any such statement: changes in production of offshore oil, either generally or in
particular regions; changes in trading patterns significantly affecting overall vessel tonnage
requirements; changes in applicable industry laws and regulations and the timing of implementation
of new laws and regulations; the potential for early termination of long-term contracts and
inability of the Partnership or OPCO to renew or replace long-term contracts; higher than expected
increases in vessel operating expenses; the failure of Teekay to offer additional assets to Teekay
Offshore; required approvals by the conflicts committee of Teekay Offshore to acquire assets from
Teekay; the Partnerships ability to raise financing to purchase additional vessels and/or
interests in OPCO; changes to the amount or proportion of revenues, expenses, or debt service costs
denominated in foreign currencies; and other factors discussed in Teekay Offshores filings from
time to time with the SEC, including its Report on Form 20-F for the fiscal year ended December 31,
2008. The Partnership expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in
the Partnerships expectations with respect thereto or any change in events, conditions or
circumstances on which any such statement is based.
- end -
12