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Page 2 of 32
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
REVENUES (including $32,536 and $70,316 from related
parties for the three and six months ended June 30,
2010, respectively, and $36,994 and $73,088 for the
three and six months ended June 30, 2009, respectively notes 9a, 9b, 9c and 9d) |
215,960 | 197,113 | 437,390 | 403,950 | ||||||||||||
OPERATING EXPENSES |
||||||||||||||||
Voyage expenses |
34,949 | 22,229 | 69,903 | 47,042 | ||||||||||||
Vessel operating expenses (including $nil from related
parties for the three and six months ended June 30,
2010, respectively, and $89 and $422 and for the three
and six months ended June 30, 2009, respectively
note 9k, note 10) |
56,613 | 58,306 | 115,021 | 118,929 | ||||||||||||
Time-charter hire expense (including $nil from related
parties for the three and six months ended June 30,
2010, respectively, and $1,616 and $3,416 for the
three and six months ended June 30, 2009, respectively
note 9j) |
23,424 | 29,144 | 48,462 | 61,289 | ||||||||||||
Depreciation and amortization |
44,151 | 40,221 | 85,386 | 80,385 | ||||||||||||
General and administrative (including $10,320 and
$21,189 from related parties for the three and six
months ended June 30, 2010, respectively, and $10,022
and $20,687 for the three and six months ended June
30, 2009, respectively notes 9e, 9f, 9g, 9h, 9k and
9l, note 10) |
14,879 | 13,466 | 29,688 | 26,153 | ||||||||||||
Restructuring charge (note 7) |
| 1,481 | 119 | 3,682 | ||||||||||||
Total operating expenses |
174,016 | 164,847 | 348,579 | 337,480 | ||||||||||||
Income from vessel operations |
41,944 | 32,266 | 88,811 | 66,470 | ||||||||||||
OTHER ITEMS |
||||||||||||||||
Interest expense (including $nil and $(1,705) from
related parties for the three and six months ended
June 30, 2010, respectively, and $(1,905) and $(4,728)
for the three and six months ended June 30, 2009,
respectively note 9k and 9l, note 6) |
(7,318 | ) | (10,993 | ) | (15,651 | ) | (24,385 | ) | ||||||||
Interest income |
235 | 129 | 398 | 957 | ||||||||||||
Realized and unrealized (losses) gains on
non-designated derivatives (including $nil from
related parties for the three and six months ended
June 30, 2010 and $9,744 and $13,288 for the three and
six months ended June 30, 2009, respectively note
9k, note 10) |
(56,036 | ) | 54,000 | (78,160 | ) | 75,017 | ||||||||||
Foreign currency exchange loss (note 10) |
(1,200 | ) | (1,881 | ) | (564 | ) | (3,629 | ) | ||||||||
Other income net (note 8) |
1,590 | 1,910 | 3,944 | 4,988 | ||||||||||||
Total other items |
(62,729 | ) | 43,165 | (90,033 | ) | 52,948 | ||||||||||
(Loss) income before income tax recovery (expense) |
(20,785 | ) | 75,431 | (1,222 | ) | 119,418 | ||||||||||
Income tax recovery (expense) (note 11) |
10,378 | 1,147 | 17,465 | (6,694 | ) | |||||||||||
Net (loss) income |
(10,407 | ) | 76,578 | 16,243 | 112,724 | |||||||||||
Non-controlling interest in net (loss) income |
(7,572 | ) | 30,715 | 3,277 | 45,391 | |||||||||||
Dropdown Predecessors interest in net income (note 1) |
| 12,398 | 921 | 16,928 | ||||||||||||
General partners interest in net income |
664 | 947 | 1,683 | 1,563 | ||||||||||||
Limited partners interest: (note 13) |
||||||||||||||||
Net (loss) income |
(3,499 | ) | 32,518 | 10,362 | 48,842 | |||||||||||
Net (loss) income per: |
||||||||||||||||
- Common unit (basic and diluted) |
(0.08 | ) | 1.08 | 0.26 | 1.62 | |||||||||||
- Subordinated unit (basic and diluted) |
| 1.08 | | 1.62 | ||||||||||||
- Total unit (basic and diluted) |
(0.08 | ) | 1.08 | 0.26 | 1.62 | |||||||||||
Weighted average number of units outstanding: (note 13) |
||||||||||||||||
- Common units (basic and diluted) |
42,760,000 | 20,425,000 | 40,495,580 | 20,425,000 | ||||||||||||
- Subordinated units (basic and diluted) |
| 9,800,000 | | 9,800,000 | ||||||||||||
- Total units (basic and diluted) |
42,760,000 | 30,225,000 | 40,495,580 | 30,225,000 | ||||||||||||
Cash distributions declared per unit |
0.475 | 0.45 | 0.925 | 0.90 | ||||||||||||
Page 3 of 32
As at | As at | |||||||
June 30, 2010 | December 31, 2009 | |||||||
$ | $ | |||||||
ASSETS |
||||||||
Current |
||||||||
Cash and cash equivalents (note 6) |
101,953 | 101,747 | ||||||
Accounts receivable |
77,680 | 66,992 | ||||||
Net investment in direct financing leases current |
21,879 | 22,656 | ||||||
Prepaid expenses |
31,225 | 34,787 | ||||||
Due from affiliates (note 9m) |
12,429 | 17,673 | ||||||
Current portion of derivative instruments (note 10) |
231 | 6,152 | ||||||
Other current assets |
2,794 | 1,399 | ||||||
Total current assets |
248,191 | 251,406 | ||||||
Vessels and equipment (note 6) |
||||||||
At cost, less accumulated depreciation of $1,074,690 (December 31, 2009 $993,330) |
1,885,335 | 1,917,248 | ||||||
Net investment in direct financing leases |
61,778 | 71,722 | ||||||
Derivative instruments (note 10) |
185 | 2,195 | ||||||
Deferred income tax asset |
8,155 | | ||||||
Other assets |
17,531 | 20,928 | ||||||
Intangible assets net (note 5) |
32,826 | 36,885 | ||||||
Goodwill shuttle tanker segment |
127,113 | 127,113 | ||||||
Total assets |
2,381,114 | 2,427,497 | ||||||
LIABILITIES AND TOTAL EQUITY |
||||||||
Current |
||||||||
Accounts payable |
11,893 | 14,030 | ||||||
Accrued liabilities |
63,893 | 60,484 | ||||||
Due to affiliates (note 9m) |
46,294 | 40,220 | ||||||
Current portion of long-term debt (including a loan due to parent of $nil and
$44,845 as at June 30, 2010 and December 31, 2009, respectively note 6) |
161,228 | 153,004 | ||||||
Current portion of derivative instruments (note 10) |
36,268 | 31,852 | ||||||
Total current liabilities |
319,576 | 299,590 | ||||||
Long-term debt (including a loan due to parent of $nil and $60,000 as at June 30,
2010 and December 31, 2009, respectively note 6) |
1,461,590 | 1,627,455 | ||||||
Deferred income tax |
2,931 | 16,481 | ||||||
Derivative instruments (note 10) |
94,289 | 38,327 | ||||||
Other long-term liabilities |
17,079 | 18,439 | ||||||
Total liabilities |
1,895,465 | 2,000,292 | ||||||
Commitments and contingencies (notes 6, 10 and 12) |
||||||||
Redeemable non-controlling interest (note 1) |
42,676 | | ||||||
Total equity |
||||||||
Dropdown Predecessor equity (note 1) |
| (6,319 | ) | |||||
Non-controlling interest |
174,691 | 219,692 | ||||||
Partners equity |
271,843 | 213,065 | ||||||
Accumulated other comprehensive (loss) income |
(3,561 | ) | 767 | |||||
Total equity |
442,973 | 427,205 | ||||||
Total liabilities and equity |
2,381,114 | 2,427,497 | ||||||
Page 4 of 32
Six Months Ended June 30, | ||||||||
2010 | 2009 | |||||||
$ | $ | |||||||
Cash and cash equivalents provided by (used for) |
||||||||
OPERATING ACTIVITIES |
||||||||
Net income |
16,243 | 112,724 | ||||||
Non-cash items: |
||||||||
Unrealized loss (gain) on derivative instruments (note 10) |
59,823 | (104,442 | ) | |||||
Depreciation and amortization |
85,386 | 80,385 | ||||||
Deferred income tax (recovery) expense |
(21,080 | ) | 6,573 | |||||
Foreign currency exchange loss and other |
2,982 | 204 | ||||||
Change in non-cash working capital items related to operating activities |
4,159 | 21,424 | ||||||
Expenditures for drydocking |
(11,410 | ) | (11,937 | ) | ||||
Net operating cash flow |
136,103 | 104,931 | ||||||
FINANCING ACTIVITIES |
||||||||
Proceeds from drawdown of long-term debt |
81,600 | | ||||||
Scheduled repayments of long-term debt (note 6) |
(44,348 | ) | (18,917 | ) | ||||
Prepayments of long-term debt |
(150,048 | ) | (185,641 | ) | ||||
Prepayments of joint venture partner advances |
| (2,237 | ) | |||||
Repayment of long-term debt relating to Dropdown Predecessor relating to Falcon Spirit
(note 9l) |
(33,634 | ) | ||||||
Contribution of capital from Teekay Corporation to Dropdown Predecessor relating to
Petrojarl Varg (note 9k) |
| 119,280 | ||||||
Distribution to Teekay Corporation for the acquisition of Falcon Spirit (note 9l) |
(10,495 | ) | | |||||
Equity contribution from Teekay Corporation to Dropdown Predecessor relating to Falcon
Spirit (note 9l) |
805 | | ||||||
Equity contribution from joint venture partner (note 12a) |
333 | | ||||||
Proceeds from equity offering (note 3) |
100,581 | | ||||||
Expenses from equity offering |
(5,043 | ) | (12 | ) | ||||
Cash distributions paid by the Partnership |
(39,126 | ) | (28,609 | ) | ||||
Cash distributions paid by subsidiaries to non-controlling interests |
(42,968 | ) | (27,487 | ) | ||||
Other |
(523 | ) | (644 | ) | ||||
Net financing cash flow |
(142,866 | ) | (144,267 | ) | ||||
INVESTING ACTIVITIES |
||||||||
Expenditures for vessels and equipment |
(3,752 | ) | (5,227 | ) | ||||
Investment in direct financing lease assets |
(886 | ) | | |||||
Direct financing lease payments received |
11,607 | 11,200 | ||||||
Net investing cash flow |
6,969 | 5,973 | ||||||
Increase (decrease) in cash and cash equivalents |
206 | (33,363 | ) | |||||
Cash and cash equivalents, beginning of the period |
101,747 | 132,348 | ||||||
Cash and cash equivalents, end of the period |
101,953 | 98,985 | ||||||
Page 5 of 32
PARTNERS EQUITY | ||||||||||||||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||||||||||||||
Dropdown | Comprehensive | Non- | Redeemable | |||||||||||||||||||||||||||||||||||||
Predecessor | Limited Partners | General | Income (Loss) | controlling | Total | Non-controlling | ||||||||||||||||||||||||||||||||||
Equity | Common | Subordinated | Partner | (Note 10) | Interest | Equity | Interest | |||||||||||||||||||||||||||||||||
$ | Units | $ | Units | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Balance as at
December 31, 2009 |
(6,319 | ) | 27,900 | 348,071 | 9,800 | (143,590 | ) | 8,584 | 767 | 219,692 | 427,205 | | ||||||||||||||||||||||||||||
Conversion of
subordinated units
to common units
(note 13) |
| 9,800 | (143,590 | ) | (9,800 | ) | 143,590 | | | | | | ||||||||||||||||||||||||||||
Net income |
921 | | 10,362 | | | 1,683 | | 3,277 | 16,243 | | ||||||||||||||||||||||||||||||
Reclassification of
redeemable
non-controlling
interest in net
income |
| | | | | | | 610 | 610 | (610 | ) | |||||||||||||||||||||||||||||
Unrealized net loss
on qualifying cash
flow hedging
instruments (note 10) |
| | | | | | (5,069 | ) | (4,870 | ) | (9,939 | ) | | |||||||||||||||||||||||||||
Realized net loss
on qualifying cash
flow hedging
instruments (note 10) |
| | | | | | 741 | 714 | 1,455 | | ||||||||||||||||||||||||||||||
Proceeds from
follow-on public
offering, net of
offering costs
(note 3) |
| 5,060 | 93,526 | | | 2,012 | | | 95,538 | | ||||||||||||||||||||||||||||||
Dilution loss on
initiation of
majority owned
subsidiary (note
12a) |
| | (3,714 | ) | | | (76 | ) | | (3,642 | ) | (7,432 | ) | 7,432 | ||||||||||||||||||||||||||
Equity contribution
from
non-controlling
interest (note 12a) |
| | | | | | | | | 35,854 | ||||||||||||||||||||||||||||||
Cash distributions |
(1,878 | ) | | (37,276 | ) | | | (1,850 | ) | | (41,090 | ) | (82,094 | ) | | |||||||||||||||||||||||||
Net change in
Parents equity in
Dropdown
Predecessor (note
9l) |
11,882 | | | | | | | 11,882 | | |||||||||||||||||||||||||||||||
Acquisition of
Falcon Spirit from
Teekay Corporation
(note 9l) |
(4,606 | ) | | (5,771 | ) | | | (118 | ) | | | (10,495 | ) | | ||||||||||||||||||||||||||
Balance as at June
30, 2010 |
| 42,760 | 261,608 | | | 10,235 | (3,561 | ) | 174,691 | 442,973 | 42,676 | |||||||||||||||||||||||||||||
Page 6 of 32
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Net (loss) income |
(10,407 | ) | 76,576 | 16,243 | 112,724 | |||||||||||
Other comprehensive (loss) income: |
||||||||||||||||
Unrealized net (loss) gain on qualifying cash flow
hedging instruments (net of tax of ($190) and
($306) for the three and six months ended June 30,
2009, respectively, note 10) |
(7,728 | ) | 9,293 | (9,939 | ) | 11,952 | ||||||||||
Realized net loss on qualifying cash flow hedging
instruments (net of tax of ($42) and ($180) for
the three and six months ended June 30, 2009,
respectively, note 10) |
742 | 2,311 | 1,455 | 8,136 | ||||||||||||
Other comprehensive (loss) income |
(6,986 | ) | 11,604 | (8,484 | ) | 20,088 | ||||||||||
Comprehensive (loss) income |
(17,393 | ) | 88,180 | 7,759 | 132,812 | |||||||||||
Less: Comprehensive (loss) income attributable to
non-controlling interests |
10,993 | (36,110 | ) | 879 | (54,624 | ) | ||||||||||
Less: Comprehensive (loss) income attributable to
Dropdown Predecessor (note 1) |
| (12,987 | ) | (921 | ) | (18,171 | ) | |||||||||
Comprehensive (loss) income attributable to partners |
(6,400 | ) | 39,083 | 7,717 | 60,017 | |||||||||||
Page 7 of 32
1. | Summary of Significant Accounting Policies |
Basis of presentation |
The unaudited interim consolidated financial statements have been prepared in accordance with
United States generally accepted accounting principles (or GAAP). These financial statements
include the accounts of Teekay Offshore Partners L.P., which is a limited partnership organized
under the laws of the Republic of The Marshall Islands, its wholly owned or controlled
subsidiaries and the Dropdown Predecessor, as described below (collectively, the Partnership).
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. |
Certain information and footnote disclosures required by GAAP for complete annual financial
statements have been omitted and, therefore, these interim financial statements should be read
in conjunction with the Partnerships audited consolidated financial statements for the year
ended December 31, 2009, which are included in our Annual Report on Form 20-F. In the opinion of
management of our general partner, Teekay Offshore GP L.L.C. (or the General Partner), these
interim unaudited consolidated financial statements reflect all adjustments, of a normal
recurring nature, necessary to present fairly, in all material respects, the Partnerships
consolidated financial position, results of operations, changes in total equity and cash flows
for the interim periods presented. The results of operations for the interim periods presented
are not necessarily indicative of those for a full fiscal year. Historically, the utilization of
shuttle tankers in the North Sea is higher in the winter months and lower in the summer months,
as generally there is higher maintenance in the oil fields during the summer months, which leads
to lower oil production, and thus, lower shuttle tanker utilization during that period.
Significant intercompany balances and transactions have been eliminated upon consolidation. |
As required by Financial Accounting Standards Board (or FASB) Accounting Standards Codification
(or ASC) 805, Business Combinations, the Partnership accounted 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 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. |
On April 1, 2010, the Partnership acquired from Teekay Corporation a floating storage and
offtake (or FSO) unit, the Falcon Spirit, together with its charter contract. This transaction
was deemed to be a business acquisition between entities under common control. As a result, the
Partnerships balance sheet as at December 31, 2009, the Partnerships statement of income for
the six months ended June 30, 2010 and the Partnerships statement of cash flows for the six
months ended June 30, 2010 have been retroactively adjusted to include the results of the
acquired vessel (referred to herein, together with the results of the Petrojarl Varg described
below, as the Dropdown Predecessor), from the date that the Partnership and the acquired vessel
were both under common control of Teekay Corporation and had begun operations. The vessel began
operations under the ownership of Teekay Corporation on December 15, 2009. The effect of
adjusting the Partnerships financial statements to account for the common control transfer of
the Falcon Spirit increased the Partnerships net income by $0.9 million for the six months
ended June 30, 2010. |
On September 10, 2009, the Partnership acquired from Teekay Corporation a floating production,
storage and offloading (or FPSO) unit, the Petrojarl Varg, together with its operations and
charter contracts with Talisman Energy. This transaction was deemed to be a business acquisition
between entities under common control. As a result, the Partnerships statement of income for
the three and six months ended June 30, 2009 and the Partnerships statement of cash flows for
the six months ended June 30, 2009 have been retroactively adjusted to include the results of
the Petrojarl Varg from the date that the Partnership and the acquired vessel were both under
common control of Teekay Corporation and had begun operations. Teekay Corporation acquired a 65%
interest in the Petrojarl Varg on October 1, 2006, and acquired the remaining 35% interest on
June 30, 2008. |
For the three and six months ended June 30, 2009, the effect of adjusting the Partnerships
financial statements to account for the common control transfer of the Petrojarl Varg increased
the Partnerships net income by $12.4 million and $16.9 million, respectively. The effect of
adjusting the Partnerships financial statements to account for the common control transfer of
the Petrojarl Varg decreased comprehensive income by $13.0 million for the three months ended
June 30, 2009 and increased comprehensive income by $18.2 million for the six months ended June
30, 2009. |
The Partnership presents non-controlling ownership interests in subsidiaries in the consolidated
financial statements within the equity section, but separate from the Partners equity. However,
in instances in which certain redemption features that are not solely within the control of the
issuer are present, classification of non-controlling interests outside of permanent equity is
required. The holder of the non-controlling interest of one of the subsidiaries of Teekay
Offshore Operating L.P. (or OPCO) holds a put option which, if exercised, would obligate OPCO to
purchase the non-controlling interest (see Note 12a). As a result, the non-controlling interest
that is subject to this redemption feature is not included on the Partnerships consolidated
balance sheet as part of the total equity and is presented as redeemable non-controlling
interest above the equity section but below the liabilities section on the Partnerships
consolidated balance sheet. |
Certain of the comparative figures have been reclassified to conform with the presentation
adopted in the current period, primarily related to the presentation of crew training costs in
the consolidated statements of (loss) income. For the three and six months ended June 30, 2009,
crew training expenses of $1.5 million and $2.2 million, respectively, were recorded in general
and administrative expenses and have been reclassified to vessel operating expenses for
comparative purposes in the consolidated statements of (loss) income. |
Page 8 of 32
Changes in Accounting Policies |
In January 2010, the Partnership adopted an amendment to FASB ASC 810, Consolidations, that
eliminates certain exceptions to consolidating qualifying special-purpose entities, contains new
criteria for determining the primary beneficiary of a variable interest entity, and increases
the frequency of required reassessments to determine whether an entity is such a primary
beneficiary. This amendment also contains a new requirement that any term, transaction, or
arrangement that does not have a substantive effect on an entitys status as a variable interest
entity, an entitys power over a variable interest entity, or an entitys obligation to absorb
losses or its right to receive benefits of a variable interest entity must be disregarded. The
elimination of the qualifying special-purpose entity concept and its consolidation exceptions
means more entities will be subject to consolidation assessments and reassessments. During
February 2010, the scope of the revised standard was modified to indefinitely exclude certain
entities from the requirement to be assessed for consolidation. The adoption of this amendment
did not have an impact on the Partnerships consolidated financial statements. |
2. | Fair Value Measurements |
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 values of the amounts due to and from affiliates
approximate their carrying amounts reported in the accompanying consolidated balance sheets due
to the current nature of the balances. |
Long-term debt The fair values of the Partnerships 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. |
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 the fixed interest rate in the interest rate swaps, 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. 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. 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. |
The Partnership categorizes its fair value estimates using a fair value hierarchy based on the
inputs used to measure fair value. 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 estimated fair value of the Partnerships financial instruments and categorization using the
fair value hierarchy for these financial instruments that are measured at fair value on a
recurring basis are as follows: |
June 30, 2010 | December 31, 2009 | |||||||||||||||||||
Carrying | Carrying | |||||||||||||||||||
Fair Value | Amount | Fair Value | Amount | Fair Value | ||||||||||||||||
Hierarchy | Asset (Liability) | Asset (Liability) | Asset (Liability) | Asset (Liability) | ||||||||||||||||
Level(1) | $ | $ | $ | $ | ||||||||||||||||
Cash and cash equivalents |
101,953 | 101,953 | 101,747 | 101,747 | ||||||||||||||||
Due from affiliate (note 9m) |
12,429 | 12,429 | 17,673 | 17,673 | ||||||||||||||||
Due to affiliate (note 9m) |
(46,294 | ) | (46,294 | ) | (40,220 | ) | (40,220 | ) | ||||||||||||
Long-term debt |
(1,622,818 | ) | (1,528,628 | ) | (1,675,614 | ) | (1,559,210 | ) | ||||||||||||
Loan due to Parent |
| | (104,845 | ) | (104,845 | ) | ||||||||||||||
Derivative instruments (note 10) |
||||||||||||||||||||
Interest rate swap agreements |
Level 2 | (129,697 | ) | (129,697 | ) | (76,072 | ) | (76,072 | ) | |||||||||||
Foreign currency forward contracts |
Level 2 | (10,065 | ) | (10,065 | ) | 6,192 | 6,192 |
(1) | The fair value hierarchy level is only applicable to each financial instrument on the
consolidated balance sheets that are recorded at fair value on a recurring basis. |
The Partnership has determined that there are no non-financial assets or non-financial
liabilities carried at fair value at June 30, 2010. |
Page 9 of 32
3. | Public Offering |
On March 22, 2010, the Partnership completed a public offering of 5.1 million common units
(including 660,000 units issued upon exercise of the underwriters overallotment option) at a
price of $19.48 per unit, for gross proceeds of $100.6 million (including the General Partners
$2.0 million proportionate capital contribution). The Partnership used the total net proceeds of
$95.5 million from the equity offering to repay the remaining $60.0 million of the Teekay
Corporation vendor financing related to the acquisition of the Petrojarl Varg (see Note 6) and
to finance a portion of its acquisition of Teekay Corporations interest in the Falcon Spirit
(see Note 9l). |
4. | Segment Reporting |
The Partnership has four reportable segments: its shuttle tanker segment; its conventional
tanker segment; its FSO segment, and its FPSO 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. The Partnerships FPSO segment
consists of its FPSO unit subject to operations and charter contracts. Segment results are
evaluated based on income from vessel operations. The accounting policies applied to the
reportable segments are the same as those used in the preparation of the Partnerships
consolidated financial statements. |
The following tables include results for these segments for the periods presented in these
consolidated financial statements: |
Shuttle | Conventional | |||||||||||||||||||
Tanker | Tanker | FSO | FPSO | |||||||||||||||||
Three Months ended June 30, 2010 | Segment | Segment | Segment | Segment | Total | |||||||||||||||
Revenues |
144,295 | 26,431 | 18,419 | 26,815 | 215,960 | |||||||||||||||
Voyage expenses |
30,031 | 4,842 | 76 | | 34,949 | |||||||||||||||
Vessel operating expenses |
32,346 | 5,657 | 8,420 | 10,190 | 56,613 | |||||||||||||||
Time-charter hire expense |
23,424 | | | | 23,424 | |||||||||||||||
Depreciation and amortization |
29,280 | 5,921 | 3,829 | 5,121 | 44,151 | |||||||||||||||
General and administrative (1) |
11,603 | 1,139 | 1,009 | 1,128 | 14,879 | |||||||||||||||
Restructuring charge |
| | | | | |||||||||||||||
Income from vessel operations |
17,611 | 8,872 | 5,085 | 10,376 | 41,944 | |||||||||||||||
Shuttle | Conventional | |||||||||||||||||||
Tanker | Tanker | FSO | FPSO | |||||||||||||||||
Three Months ended June 30, 2009 | Segment | Segment | Segment | Segment | Total | |||||||||||||||
Revenues |
125,792 | 31,128 | 16,100 | 24,093 | 197,113 | |||||||||||||||
Voyage expenses |
15,932 | 6,085 | 212 | | 22,229 | |||||||||||||||
Vessel operating expenses |
35,799 | 6,049 | 6,571 | 9,887 | 58,306 | |||||||||||||||
Time-charter hire expense |
29,144 | | | | 29,144 | |||||||||||||||
Depreciation and amortization |
23,185 | 5,984 | 5,419 | 5,633 | 40,221 | |||||||||||||||
General and administrative (1) |
9,986 | 1,176 | 706 | 1,598 | 13,466 | |||||||||||||||
Restructuring charge |
1,481 | | | | 1,481 | |||||||||||||||
Income from vessel operations |
10,265 | 11,834 | 3,192 | 6,975 | 32,266 | |||||||||||||||
Shuttle | Conventional | |||||||||||||||||||
Tanker | Tanker | FSO | FPSO | |||||||||||||||||
Six Months ended June 30, 2010 | Segment | Segment | Segment | Segment | Total | |||||||||||||||
Revenues |
286,288 | 57,996 | 39,069 | 54,037 | 437,390 | |||||||||||||||
Voyage expenses |
59,085 | 10,493 | 325 | | 69,903 | |||||||||||||||
Vessel operating expenses |
66,509 | 11,371 | 16,825 | 20,316 | 115,021 | |||||||||||||||
Time-charter hire expense |
48,462 | | | | 48,462 | |||||||||||||||
Depreciation and amortization |
54,235 | 11,663 | 9,246 | 10,242 | 85,386 | |||||||||||||||
General and administrative (1) |
22,863 | 2,332 | 2,019 | 2,474 | 29,688 | |||||||||||||||
Restructuring charge |
119 | | | | 119 | |||||||||||||||
Income from vessel operations |
35,015 | 22,137 | 10,654 | 21,005 | 88,811 | |||||||||||||||
Page 10 of 32
Shuttle | Conventional | |||||||||||||||||||
Tanker | Tanker | FSO | FPSO | |||||||||||||||||
Six Months ended June 30, 2009 | Segment | Segment | Segment | Segment | Total | |||||||||||||||
Revenues |
263,927 | 61,329 | 31,189 | 47,505 | 403,950 | |||||||||||||||
Voyage expenses |
34,170 | 12,424 | 448 | | 47,042 | |||||||||||||||
Vessel operating expenses |
75,795 | 11,649 | 12,393 | 19,092 | 118,929 | |||||||||||||||
Time-charter hire expense |
61,289 | | | | 61,289 | |||||||||||||||
Depreciation and amortization |
46,340 | 11,958 | 10,821 | 11,266 | 80,385 | |||||||||||||||
General and administrative (1) |
19,560 | 2,400 | 1,146 | 3,047 | 26,153 | |||||||||||||||
Restructuring charge |
3,682 | | | | 3,682 | |||||||||||||||
Income from vessel operations |
23,091 | 22,898 | 6,381 | 14,100 | 66,470 | |||||||||||||||
(1) | Includes direct general and administrative expenses and indirect general and
administrative expenses (allocated to each segment based on estimated use of corporate
resources). |
A reconciliation of total segment assets to total assets presented in the accompanying
consolidated balance sheets is as follows: |
June 30, 2010 | December 31, 2009 | |||||||
$ | $ | |||||||
Shuttle tanker segment |
1,489,855 | 1,516,988 | ||||||
Conventional tanker segment |
309,453 | 317,690 | ||||||
FSO segment |
133,449 | 143,308 | ||||||
FPSO segment |
321,482 | 324,912 | ||||||
Unallocated: |
||||||||
Cash and cash equivalents |
101,953 | 101,747 | ||||||
Other assets |
24,922 | 22,852 | ||||||
Consolidated total assets |
2,381,114 | 2,427,497 | ||||||
5. | Intangible Assets |
As at June 30, 2010, intangible assets consisted of: |
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
$ | $ | $ | ||||||||||
Contracts of affreightment (shuttle tanker segment) |
124,250 | (92,044 | ) | 32,206 | ||||||||
Time-charter contracts (FPSO segment) |
353 | (123 | ) | 230 | ||||||||
Other intangible assets (FPSO segment) |
390 | | 390 | |||||||||
124,993 | (92,167 | ) | 32,826 | |||||||||
As at December 31, 2009, intangible assets consisted of: |
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
$ | $ | $ | ||||||||||
Contracts of affreightment (shuttle tanker segment) |
124,250 | (88,016 | ) | 36,234 | ||||||||
Time-charter contracts (FPSO segment) |
353 | (92 | ) | 261 | ||||||||
Other intangible assets (FPSO segment) |
390 | | 390 | |||||||||
124,993 | (88,108 | ) | 36,885 | |||||||||
Aggregate amortization expense of intangible assets for the three and six months ended June 30,
2010 was $1.9 million and $4.1 million, respectively (2009 $2.2 million and $4.5 million,
respectively), included in depreciation and amortization on the consolidated statements of
(loss) income. Amortization of intangible assets for the next five years subsequent to June 30,
2010 is expected to be $4.1 million (remainder of 2010), $7.1 million (2011), $6.1 million
(2012), $5.1 million (2013), and $4.0 million (2014). |
Page 11 of 32
6. | Long-Term Debt |
June 30, 2010 | December 31, 2009 | |||||||
$ | $ | |||||||
U.S. Dollar-denominated Revolving Credit Facilities due through 2018 |
1,365,990 | 1,406,974 | ||||||
U.S. Dollar-denominated Terms Loan Due to Parent |
| 60,000 | ||||||
U.S. Dollar-denominated Loan Due to Parent by Dropdown Predecessor |
| 44,845 | ||||||
U.S. Dollar-denominated Term Loans due through 2017 |
256,828 | 268,640 | ||||||
Total |
1,622,818 | 1,780,459 | ||||||
Less current portion |
161,228 | 153,004 | ||||||
Long term portion |
1,461,590 | 1,627,455 | ||||||
As at June 30, 2010, the Partnership had eight long-term revolving credit facilities, which, as
at such date, provided for borrowings of up to $1.51 billion, of which $144.1 million was
undrawn. The total amount available under the revolving credit facilities reduces by $83.2
million (remainder of 2010), $173.3 million (2011), $183.0 million (2012), $329.5 million
(2013), $638.0 million (2014) and $102.9 million (thereafter). Five of the revolving credit
facilities are guaranteed by the Partnership and certain of its subsidiaries for all outstanding
amounts and contain covenants that require the Partnership 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 the Partnerships total consolidated
debt. The Partnership also has a revolving credit facility of which Teekay Corporation
guarantees $65.0 million of the final repayment. In addition to the Partnership covenants
described above, Teekay Corporation is also required 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 $50.0 million and 5.0% of Teekay Corporations total
consolidated debt which has recourse to Teekay Corporation. 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 (cash and cash equivalents) 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 34 of the Partnerships vessels, together with other related security. |
The Partnership had a U.S. Dollar-denominated term loan outstanding from Teekay Corporation,
which, as at December 31, 2009, totaled $60 million. This amount was repaid during the first
quarter using proceeds from the March 22, 2010 public offering (see Note 3). |
As at December 31,
2009, the Dropdown Predecessor relating to the Falcon Spirit had $44.8 million in amounts due to Teekay
Corporation. Immediately prior to the Partnership acquiring the
Dropdown Predecessor from Teekay Corporation, $11.2 million of
the loan due to Teekay Corporation was converted to equity. The
Partnership repaid the remaining $33.6 million during the six months ended June 30, 2010 (see
Note 9l). |
As at June 30, 2010, the Partnerships six 50% owned subsidiaries each had an outstanding term
loan, which in the aggregate totaled $256.8 million. The term loans reduce over time with
quarterly and semi-annual payments and have varying maturities through 2017. All term loans are
collateralized by first-priority mortgages on the six vessels to which the loans relate,
together with other related security. As at June 30, 2010, the Partnership had guaranteed $81.3
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 $128.4 million and $47.1 million, respectively. |
Interest payments on the revolving credit facilities and the term loans (excluding the term loan
due to parent) are based on LIBOR plus a margin. At June 30, 2010, the margins ranged between
0.45% and 3.25%. The weighted-average effective interest rate on the Partnerships variable
rate long-term debt as at June 30, 2010 was 1.4%. This rate does not include the effect of the
Partnerships interest rate swaps (see Note 10). |
The aggregate annual long-term debt principal repayments required to be made subsequent to June
30, 2010 are $55.4 million (remainder of 2010), $183.8 million (2011), $160.8 million (2012),
$328.9 million (2013), $705.6 million (2014), and $188.3 million (thereafter). |
As at June 30, 2010, the Partnership and Teekay Corporation were in compliance with all
covenants related to the credit facilities and long-term debt. |
7. | Restructuring Charge |
During the six months ended June 30, 2010, the Partnership completed the remaining reflagging of
two of its vessels from Norwegian flag to Bahamian flag and changing the nationality mix of its
crews. The Partnership commenced the reflagging of a total of seven vessels in March 2009.
During the three and six months ended June 30, 2010, the Partnership incurred $nil and $0.1
million (2009 $1.5 million and $3.7 million, respectively), of restructuring costs. Under this
plan, the Partnership recorded restructuring charges of approximately $4.9 million in total
since the plan began in 2009. At June 30, 2010 and December 31, 2009, restructuring liabilities
of $0.1 million and $1.2 million, respectively, were recorded in accrued liabilities. |
8. | Other Income net |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Volatile organic compound emissions plant lease income |
1,210 | 1,804 | 2,720 | 3,766 | ||||||||||||
Miscellaneous |
380 | 106 | 1,224 | 1,222 | ||||||||||||
Other income net |
1,590 | 1,910 | 3,944 | 4,988 | ||||||||||||
Page 12 of 32
9. | Related Party Transactions and Balances |
a. | Nine of OPCOs conventional tankers are employed on long-term time-charter contracts
with a subsidiary of Teekay Corporation. Under the terms of seven 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 revenues of $23.9 million and $53.0
million, respectively, during the three and six months ended June 30, 2010, compared to
$28.6 million and $56.4 million, respectively, for the same periods last year. |
||
b. | 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 revenues
of $3.8 million and $7.2 million, respectively, during the three and six months ended June
30, 2010, compared to $3.1 million and $6.2 million, respectively, for the same periods
last year. |
||
c. | 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 revenues of $2.3
million and $5.1 million, respectively, during the three and six months ended June 30,
2010, compared to $2.8 million and $5.6 million, respectively, for the same periods last
year. |
||
d. | Two of OPCOs conventional tankers are employed on long-term bareboat charters with a
joint venture in which Teekay Corporation has a 50% interest. Pursuant to these charter
contracts, OPCO earned revenues of $2.5 million and $4.9 million, respectively, during the
three and six months ended June 30, 2010, compared to $2.5 million and $4.9 million,
respectively, for the same periods last year. |
||
e. | 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, OPCO
earned management fees of $0.9 million and $1.8 million, respectively, during the three and
six months ended June 30, 2010, compared to $0.8 million and $1.5 million, respectively,
for the same periods last year. |
||
f. | Eight of OPCOS Aframax conventional oil tankers, three FSO units and the FPSO unit are
managed by subsidiaries of Teekay Corporation. Pursuant to the associated management
services agreements, the Partnership incurred general and administrative expenses of $1.7
million and $4.1 million, respectively, during the three and six months ended June 30,
2010, compared to $0.6 million and $1.2 million, respectively, for the same periods last
year. |
||
g. | The Partnership, OPCO and certain of OPCOs operating subsidiaries have entered into
services agreements with certain subsidiaries of Teekay Corporation in connection with the
Partnerships initial public offering, pursuant to which Teekay Corporation subsidiaries
provide the Partnership, OPCO and its operating subsidiaries with administrative, advisory
and technical services and ship management services. Pursuant to these services agreements,
the Partnership incurred $9.4 million and $18.3 million, respectively, during the three and
six months ended June 30, 2010, compared to $8.5 million and $17.7 million, respectively,
for the same periods last year. |
||
h. | Pursuant to the Partnerships partnership agreement, the Partnership reimburses the
General Partner for all expenses incurred by the General Partner that are necessary or
appropriate for the conduct of the Partnerships business. Pursuant to this agreement, the
Partnership reimbursed $0.1 million and $0.3 million, respectively, of these costs during
the three and six months ended June 30, 2010, compared to $0.1 million and $0.2 million,
respectively, for the same periods last year. |
||
i. | 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 FPSO units. |
||
j. | From December 2008 to June 2009, OPCO entered into a bareboat charter contract to
in-charter one shuttle tanker from a subsidiary of Teekay Corporation. Pursuant to the
charter contract, OPCO incurred time-charter hire expenses of $1.6 million and $3.4
million, respectively, during the three and six months ended June 30, 2009. |
||
k. | On September 10, 2009, the Partnership acquired from Teekay Corporation the Petrojarl
Varg, together with its operations and charter contracts with Talisman Energy, for a
purchase price of $320 million. The purchase price of $320 million was accounted for as an
equity distribution to Teekay Corporation. To the extent the purchase price was greater
than the corresponding book value, the excess is reflected as a reduction in Partners
Equity and the remainder is shown as a reduction in Dropdown Predecessor Equity. The
purchase was financed through vendor financing made available by Teekay Corporation of $220
million. The remaining $100 million was paid in cash and financed from existing credit
facilities. The $220 million vendor financing from Teekay Corporation was comprised of two
tranches. The senior tranche was a $160 million short-term debt facility bearing interest
at LIBOR plus a margin of 3.25% and was repaid in November 2009. The junior tranche of the
vendor financing was a $60 million unsecured subordinated debt facility bearing interest at
10% per annum. The junior tranche was repaid on March 22, 2010 using proceeds from a public
offering (see Note 3). For the three and six months ended June 30, 2010, the Partnership
incurred interest expense of $nil and $1.4 million, respectively, in relation to the junior
tranche of the $220 million vendor financing from Teekay Corporation. (See Note 6). |
||
When the Partnership acquired the Petrojarl Varg, all assets and liabilities of the Petrojarl
Varg operations, except for the vessel and the contract with Talisman Energy, were retained
by Teekay Corporation. These net liabilities retained by Teekay Corporation totalled $175.0
million and were accounted for as a non-cash equity contribution from Teekay Corporation. |
|||
The following costs attributable to the operations of the Petrojarl Varg were incurred by
Teekay Corporation, and have been allocated to the Partnership as part of the results of the
Dropdown Predecessor. |
Page 13 of 32
| General and administrative expenses (consisting primarily of salaries, defined
benefit pension plan benefits, and other employee related costs, office rent, legal and
professional fees, and travel and entertainment) of $1.7 million and $3.2 million for
the three and six months ended June 30, 2009, respectively. |
||
| Interest expense incurred by Teekay Corporation on its credit facilities that were
used to finance its acquisition of the Petrojarl Varg of $1.9 million and $4.7 million
for the three and six months ended June 30, 2009, respectively. |
||
| Teekay Corporation entered into interest rate swaps to offset increases or decreases
in the variable-rate interest payments of the credit facilities that were used to
finance its acquisition of the Petrojarl Varg. The realized and unrealized gains on
these interest rate swaps allocated to the Partnership were $9.6 million and $12.7
million for the three and six months ended June 30, 2009, respectively. The amount is
reflected in the realized and unrealized (losses) gains on non-designated derivative
instruments. |
||
| Teekay Corporation entered into foreign exchange forward contracts to minimize the
impact from changes in the foreign exchange rate between the Norwegian Kroner and the
US Dollar on operating expenses of the Petrojarl Varg. These foreign exchange forward
contracts have been allocated to the Partnership. For the three and six months ended
June 30, 2009, the amount of the gain allocated to the Partnership was $0.7 million and
$1.6 million, respectively, of which ($0.1) million and ($0.4) million, respectively,
is reflected in vessel operating expenses, $0.1 million and $0.2 million, respectively,
in general and administrative expenses, $0.2 million and $0.5 million, respectively, in
realized and unrealized gains on non-designated derivative instruments and $0.5 million
and $1.2 million, respectively, in other comprehensive income. |
||
| Teekay Corporation uses a centralized treasury system. As a result, cash and cash
equivalents attributable to the operations of the Petrojarl Varg, prior to the
acquisition of the vessel by the Partnership, were in certain cases co-mingled with
cash and cash equivalents from other operations of Teekay Corporation. Cash and cash
equivalents in co-mingled bank accounts are not reflected in the balance sheet of the
Dropdown Predecessor. However, any cash transactions from these bank accounts that were
made on behalf of the Dropdown Predecessor are reflected in these financial statements
as increases or decreases in Dropdown Predecessor Equity. The net amount of these
equity contributions were $119.3 million for the period from January 1, 2009 to June
30, 2009. |
l. | On April 1, 2010, the Partnership acquired Teekay Corporations interest in an FSO
unit, the Falcon Spirit, together with its charter contract, for a purchase price of $44.1
million. The purchase was partially financed through proceeds from a public offering of
common units (see Note 3). The Falcon Spirit is chartered to Occidental Qatar Energy
Company LLC, a subsidiary of Occidental Petroleum of Qatar Ltd., on a fixed-rate time
charter contract for 7.5 years (beginning December 2009) with an option for the charterer
to extend the contract for an additional 1.5 years. The Falcon Spirit is a conversion of a
double-hull shuttle tanker built in 1986 and it began servicing the Al Raayan oil field off
the coast of Qatar in December 2009. |
||
The acquisition consisted of the Partnership acquiring Teekay Corporations equity interest
in Teekay Al Raayan LLC for $10.5 million and Teekay Corporations interest in amounts due to
Teekay Corporation from Teekay Al Raayan LLC for $33.6 million. Immediately prior to the
acquisition, $11.2 million of amounts due to Teekay Corporation was converted to equity and is
treated as a non-cash transaction in the Partnerships statement of cash flow. The portion of
the purchase price for the acquisition of the equity interest in Teekay Al Raayan LLC ($10.5
million) was accounted for as an equity distribution to Teekay Corporation. To the extent the
purchase price was greater than the corresponding book value, the excess is reflected as a
reduction in Partners Equity and the remainder is shown as a reduction in Dropdown
Predecessor Equity. The portion of the purchase price for the acquisition of the
intercorporate loan ($33.6 million) was accounted for as repayment of debt. |
|||
The following costs attributable to the operations of the Falcon Spirit were incurred by
Teekay Corporation, and have been allocated to the Partnership as part of the results of the
Dropdown Predecessor. |
| General and administrative expenses (consisting primarily of vessel management fees
and legal and professional fees) of $0.3 million for the six months ended June 30, 2010. |
||
| Interest expense incurred by Teekay Corporation on its credit facilities that were
used to finance the acquisition of the Falcon Spirit of $0.4 million for the six months
ended June 30, 2010. |
m. | At June 30, 2010, due from affiliates totaled $12.4 million (December 31, 2009 $17.7
million) and due to affiliates totaled $46.3 million (December 31, 2009 $40.2 million).
Amounts due to and from affiliates are non-interest bearing and unsecured. |
10. | Derivative Instruments and Hedging Activities |
The Partnership uses derivatives to manage certain risks in accordance with its overall risk
management policies. |
||
Foreign Exchange Risk |
||
The Partnership economically hedges portions of its forecasted expenditures denominated in
foreign currencies with foreign currency forward contracts. Certain foreign currency forward
contracts are designated, for accounting purposes, as cash flow hedges of forecasted foreign
currency expenditures. |
Page 14 of 32
As at June 30, 2010, the Partnership was committed to the following foreign currency forward
contracts: |
Contract Amount | ||||||||||||||||||||||||||||
in | Fair Value / Carrying | Average | Expected Maturity | |||||||||||||||||||||||||
Foreign Currency | Amount of Asset/(Liability) | Forward | 2010 | 2011 | 2012 | |||||||||||||||||||||||
(thousands) | (thousands of U.S. Dollars) | Rate(1) | (in thousands of U.S. Dollars) | |||||||||||||||||||||||||
Hedge | Non-hedge | |||||||||||||||||||||||||||
Norwegian Kroner |
871,204 | $ | (5,557 | ) | $ | (1,124 | ) | 6.28 | $ | 43,735 | $ | 59,758 | $ | 35,196 | ||||||||||||||
British Pound |
5,190 | | (23 | ) | 0.66 | 1,076 | 5,646 | 1,111 | ||||||||||||||||||||
Euro |
25,473 | (340 | ) | (3,021 | ) | 0.74 | 11,387 | 17,031 | 6,176 | |||||||||||||||||||
$ | (5,897 | ) | $ | (4,168 | ) | $ | 56,198 | $ | 82,435 | $ | 42,483 | |||||||||||||||||
(1) | Average forward rate represents the contracted amount of foreign currency one U.S. Dollar
will buy. |
Interest Rate Risk |
||
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 U.S. Dollar
LIBOR-denominated borrowings. |
||
As at June 30, 2010, the Partnership was committed to the following interest rate swap
agreements: |
Interest | Principal | Fair Value / Carrying | Weighted-Average | Fixed Interest | ||||||||||||||||
Rate | Amount | Amount of Liability | Remaining Term | Rate | ||||||||||||||||
Index | $ | $ | (Years) | (%)(1) | ||||||||||||||||
U.S.
Dollar-denominated
interest rate swaps |
LIBOR | 500,000 | 65,566 | 9.0 | 4.2 | |||||||||||||||
U.S.
Dollar-denominated
interest rate
swaps(2) |
LIBOR | 705,705 | 64,131 | 6.7 | 3.7 | |||||||||||||||
1,205,705 | 129,697 | |||||||||||||||||||
(1) | Excludes the margin the Partnership pays on its variable-rate debt, which as at June
30, 2010, ranged between 0.45% and 3.25%. |
|
(2) | Principal amount reduces quarterly or semi-annually. |
Tabular disclosure |
The following table presents the location and fair value amounts of derivative instruments,
segregated by type of contract, on the Partnerships balance sheets. |
Current | Current | |||||||||||||||||||
portion | portion | |||||||||||||||||||
of | of | |||||||||||||||||||
derivative | Derivative | Accrued | derivative | Derivative | ||||||||||||||||
assets | assets | liabilities | liabilities | liabilities | ||||||||||||||||
As at June 30, 2010 |
||||||||||||||||||||
Foreign currency contracts cash flow hedges |
199 | 3 | | (4,013 | ) | (2,086 | ) | |||||||||||||
Foreign currency contracts not designated as hedges |
32 | 182 | | (2,853 | ) | (1,529 | ) | |||||||||||||
Interest rate swaps not designated as hedges |
| | (9,621 | ) | (29,402 | ) | (90,674 | ) | ||||||||||||
231 | 185 | (9,621 | ) | (36,268 | ) | (94,289 | ) | |||||||||||||
As at December 31, 2009 |
||||||||||||||||||||
Foreign currency contracts cash flow hedges |
6,152 | 417 | | (15 | ) | | ||||||||||||||
Foreign currency contracts not designated as hedges |
| | | (265 | ) | (97 | ) | |||||||||||||
Interest rate swaps not designated as hedges |
| 1,778 | (8,048 | ) | (31,572 | ) | (38,230 | ) | ||||||||||||
6,152 | 2,195 | (8,048 | ) | (31,852 | ) | (38,327 | ) | |||||||||||||
For the periods indicated, the following table presents the effective portion of gains (losses)
on foreign currency forward contracts designated and qualifying as cash flow hedges that were
recognized in (1) other comprehensive income, (2) recorded in accumulated other comprehensive
income (or AOCI) during the term of the hedging relationship and reclassified to earnings, and
(3) the ineffective portion of gains (losses) on derivative instruments designated and
qualifying as cash flow hedges. |
Page 15 of 32
Three Months Ended June 30, 2010 | Three Months Ended June 30, 2009 | |||||||||||||||||||||||
Balance | Balance | |||||||||||||||||||||||
Sheet | Sheet | |||||||||||||||||||||||
(AOCI) | Statement of (Loss) Income | (AOCI) | Statement of (Loss) Income | |||||||||||||||||||||
Effective | Effective | Ineffective | Effective | Effective | Ineffective | |||||||||||||||||||
Portion | Portion | Portion | Portion | Portion | Portion | |||||||||||||||||||
(7,728 | ) | 45 | (1,198 | ) | Vessel operating expenses | 9,483 | (1,577 | ) | 697 | Vessel operating expenses | ||||||||||||||
(787 | ) | (854 | ) | General and administrative expenses | (776 | ) | 756 | General and administrative expenses | ||||||||||||||||
(7,728 | ) | (742 | ) | (2,052 | ) | 9,483 | (2,353 | ) | 1,453 | |||||||||||||||
Six Months Ended June 30, 2010 | Six Months Ended June 30, 2009 | |||||||||||||||||||||||
Balance | Balance | |||||||||||||||||||||||
Sheet | Sheet | |||||||||||||||||||||||
(AOCI) | Statement of (Loss) Income | (AOCI) | Statement of (Loss) Income | |||||||||||||||||||||
Effective | Effective | Ineffective | Effective | Effective | Ineffective | |||||||||||||||||||
Portion | Portion | Portion | Portion | Portion | Portion | |||||||||||||||||||
(9,939 | ) | (3 | ) | (2,322 | ) | Vessel operating expenses | 12,258 | (6,976 | ) | 1,467 | Vessel operating expenses | |||||||||||||
(1,452 | ) | (1,589 | ) | General and administrative expenses | (1,340 | ) | 2,102 | General and administrative expenses | ||||||||||||||||
(9,939 | ) | (1,455 | ) | (3,911 | ) | 12,258 | (8,316 | ) | 3,569 | |||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Realized losses relating to: |
||||||||||||||||
Interest rate swaps |
(10,934 | ) | (11,915 | ) | (21,753 | ) | (21,878 | ) | ||||||||
Foreign currency forward contracts |
(340 | ) | (830 | ) | (495 | ) | (3,978 | ) | ||||||||
(11,274 | ) | (12,745 | ) | (22,248 | ) | (25,856 | ) | |||||||||
Unrealized (losses) gains relating to: |
||||||||||||||||
Interest rate swaps |
(41,486 | ) | 65,244 | (52,052 | ) | 96,479 | ||||||||||
Foreign currency forward contracts |
(3,276 | ) | 1,501 | (3,860 | ) | 4,394 | ||||||||||
(44,762 | ) | 66,745 | (55,912 | ) | 100,873 | |||||||||||
Total realized and unrealized
(losses) gains on non-designated
derivative instruments |
(56,036 | ) | 54,000 | (78,160 | ) | 75,017 | ||||||||||
Page 16 of 32
11. | Income Tax Recovery (Expense) |
The components of the provision for income tax recovery (expense) are as follows: |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Current |
(2,016 | ) | (63 | ) | (3,615 | ) | (121 | ) | ||||||||
Deferred |
12,394 | 1,210 | 21,080 | (6,573 | ) | |||||||||||
Income tax recovery (expense) |
10,378 | 1,147 | 17,465 | (6,694 | ) | |||||||||||
12. | Commitments and Contingencies |
a) | During the three and six months ended June 30, 2010, an unrelated party contributed a
shuttle tanker with a value of $35.0 million to a subsidiary of OPCO for a 33% equity
interest in the subsidiary. The equity issuance resulted in a dilution loss of $7.4
million. The non-controlling interest owner in the subsidiary holds a put option which, if
exercised, would obligate OPCO to purchase the non-controlling interest owners 33% share
in the entity for cash in accordance with a defined formula. The redeemable non-controlling
interest is subject to remeasurement if the formulaic redemption amount exceeds the
carrying value. |
b) | 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. |
13. | Partners Equity and Net (Loss) Income Per Unit |
At June 30, 2010, of the Partnerships total limited partner units outstanding, 65.39% were held
by the public and the remaining units were held by a subsidiary of Teekay Corporation. |
||
On January 1, 2010, all of the Partnerships subordinated units (9.8 million units) were
converted into an equal number of common units as provided for in the partnership agreement. |
||
Net (Loss) Income Per Unit |
||
Net (loss) income per unit is determined by dividing net (loss) income, after deducting the
amount of net (loss) income attributable to the Dropdown Predecessor, the non-controlling
interest and the General Partners interest, by the weighted-average number of units outstanding
during the applicable period. |
||
The General Partners, common unit holders and, prior to the conversion thereof, subordinated
unitholders interests in net (loss) income are calculated as if all net (loss) income 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 (loss) 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 less the amount of cash reserves established by the Partnerships board of
directors to provide for the proper conduct of the Partnerships business including reserves for
maintenance and replacement capital expenditure and anticipated credit needs. Unlike available
cash, net (loss) income is affected by non-cash items such as depreciation and amortization,
unrealized gains and losses on derivative instruments and foreign currency translation gains. |
||
For the purposes of the net income per unit calculation for the quarter ended June 30, 2009, the
cash distribution exceeded the minimum quarterly distribution of $0.35 per unit and,
consequently, the assumed distribution of net income did not result in an unequal distribution
of net income between the subordinated unit holders and common unit holders for the purposes of
the net income per unit calculation. |
||
During the quarters ended June 30, 2010 and 2009, the cash distribution exceeded $0.4025 per
unit and, consequently, the assumed distribution of net (loss) income resulted in the use of the
increasing percentages in accordance with the incentive distribution rights to calculate the
General Partners interest in net (loss) income for the purposes of the net (loss) income per
unit calculation. |
||
Pursuant to the partnership agreement, allocations to partners are made on a quarterly basis. |
14. | Supplemental Cash Flow Information |
a) | The Partnerships consolidated statement of cash flows for the six months ended June
30, 2009 reflects the Dropdown Predecessor as if the Partnership had acquired the Dropdown
Predecessor when the vessel began operations under the ownership of Teekay Corporation. For
non-cash changes related to the Dropdown Predecessor, see Note 9k and 9l. |
b) | The contribution from the non-controlling interest owner described in note 12a has been
treated as a non-cash transaction in the Partnerships statement of cash flows. |
Page 17 of 32
15. | Accounting Pronouncements Not Yet Adopted |
|
In September 2009, the FASB issued an amendment to FASB ASC 605, Revenue Recognition, that
provides for a new methodology for establishing the fair value for a deliverable in a
multiple-element arrangement. When vendor specific objective or third-party evidence for
deliverables in a multiple-element arrangement cannot be determined, the Partnership will be
required to develop a best estimate of the selling price of separate deliverables and to
allocate the arrangement consideration using the relative selling price method. This amendment
will be effective for the Partnership on January 1, 2011, although earlier adoption is allowed.
The Partnership is currently assessing the potential impacts, if any, on its consolidated
financial statements. |
||
In July 2010, the FASB issued an amendment to FASB ASC 310, Receivables, that requires companies
to provide more information in their disclosures about the credit quality of their financing
receivables and the credit reserves held against them. The amendments that require disclosures
as of the end of a reporting period are effective for the periods ending on or after
December 15, 2010. The amendments that require disclosures about activity that occurs during a
reporting period are effective for the periods beginning on or after December 15, 2010. The
Partnership is currently assessing the potential impacts, if any, on its consolidated financial
statements. |
16. | Subsequent Events |
a) | On August 20, 2010, the Partnership completed a public offering of 6.0 million common
units (including 787,500 units issued upon the exercise of the underwriters overallotment
option) at a price of $22.15 per unit, for gross proceeds of $136.5 million (including the
General Partners $2.7 million proportionate capital contribution). The Partnership expects
to use the net proceeds from the public offering for general partnership purposes,
including funding the acquisition of vessels that Teekay Corporation may offer to it.
Pending the application of funds for these purposes, the Partnership expects to repay a
portion of its outstanding debt under one of its revolving credit facilities. |
b) | On August 18, 2010, the Partnership signed an agreement with Statoil ASA (or Statoil)
to replace the Partnerships current contracts of affreightment with Statoil with a master
agreement for time-charter shuttle tanker services effective for the life of the oil fields
serviced under the Partnerships current contracts of affreightment. This new master
agreement initially covers seven shuttle tankers, which will be chartered under individual fixed-rate
time-charter contracts. |
c) | The Partnership has received an offer from Teekay Corporation to acquire the Cidade de
Rio das Ostras (or Rio das Ostras) FPSO unit, which is on a long-term charter to Petroleo
Brasileiro SA (or Petrobras), at fair market value and three newbuilding shuttle tankers at
fully built-up cost, for acquisition by OPCO, which would be used to service the new master
agreement with Statoil. If Teekay Corporations offer for the three newbuilding shuttle
tankers is accepted by the Partnership, the purchases of the Amundsen Spirit, the Nansen
Spirit and the Peary Spirit are expected to coincide with the commencement of their
time-charter contracts under the Statoil master agreement in October 2010, January 2011 and
July 2011, respectively. If Teekay Corporations offer of the Rio das Ostras FPSO is
accepted by the Partnership, the acquisition of this unit is expected to take place in the
fourth quarter of 2010. These offers are currently being reviewed by the Board of
Directors of the Partnerships General Partner and its Conflicts Committee. |
Page 18 of 32
Page 19 of 32
| 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 September
2009, we acquired from Teekay Corporation the Petrojarl Varg FPSO unit, together with its
operations and charter contracts. In April 2010, we acquired from Teekay Corporation the
Falcon Spirit FSO unit, together with its charter contract. 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
the vessels and their results of operations, referred to herein as the Dropdown
Predecessor, as if we had acquired them when the vessels began operations under the
ownership of Teekay Corporation on October 1, 2006 and December 15, 2009, respectively.
Please read Item 1 Financial Statements: Note 1 Basis of Presentation. |
||
| 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. 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 oil shipping
industry is experiencing a global manpower shortage due to growth in the world fleet. This
shortage resulted in significant crew wage increases during 2007, 2008, to a lesser degree
in 2009 and during the first half of 2010. We expect the trend of significant crew
compensation increases to abate in the short term. However this could change if market
conditions adjust. In addition, factors such as pressure on raw material prices and
changes in regulatory requirements could also increase operating expenditures. We took
various measures during 2009 in an effort to reduce costs, improve operational efficiencies
and mitigate the impact of inflation and price increases and have continued this effort
during 2010. |
||
| 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.
Payments under the service agreements are adjusted to reflect any change in Teekay
Corporations cost of providing services based on fluctuations in the value of the
Norwegian Kroner relative to the U.S. Dollar, which may result in increased payments under
the services agreements if the strength of the U.S. Dollar declines relative to the
Norwegian Kroner. |
||
| Our net (loss) income is affected by fluctuations in the fair value of our derivatives.
Our interest rate swaps and some of our foreign currency forward contracts are not
designated as hedges for accounting purposes. Although we believe these derivative
instruments are economic hedges, the changes in their fair value are included in our
statements of (loss) income as unrealized gains or losses on non-designated derivatives.
The changes in fair value do not affect our cash flows, liquidity or cash distributions to
partners. |
||
| Our operations are seasonal and our financial results vary as a consequence of
drydockings. Historically, the utilization of shuttle tankers in the North Sea is higher in
the winter months, as favorable weather conditions in the warmer months provide
opportunities for repairs and maintenance to our vessels and to offshore oil platforms.
Downtime for repairs and maintenance generally reduces oil production and, thus,
transportation requirements. In addition, we generally do not earn revenue when our vessels
are in scheduled and unscheduled drydocking. Seven vessels have completed drydocking in the
first half of 2010 and another five are anticipated to complete scheduled drydocking during
the second half of 2010. From time to time, unscheduled drydockings may cause additional
fluctuations in our financial results. |
Page 20 of 32
(in thousands of U.S. dollars, except | Three Months Ended June 30, | |||||||||||
calendar-ship-days and percentages) | 2010 | 2009 | % Change | |||||||||
Revenues |
144,295 | 125,792 | 14.7 | |||||||||
Voyage expenses |
30,031 | 15,932 | 88.5 | |||||||||
Net revenues |
114,264 | 109,860 | 4.0 | |||||||||
Vessel operating expenses |
32,346 | 35,799 | (9.6 | ) | ||||||||
Time-charter hire expense |
23,424 | 29,144 | (19.6 | ) | ||||||||
Depreciation and amortization |
29,280 | 23,185 | 26.3 | |||||||||
General and administrative (1) |
11,603 | 9,986 | 16.2 | |||||||||
Restructuring costs |
| 1,481 | (100.0 | ) | ||||||||
Income from vessel operations |
17,611 | 10,265 | 71.6 | |||||||||
Calendar-Ship-Days |
||||||||||||
Owned Vessels |
2,548 | 2,457 | 3.7 | |||||||||
Chartered-in Vessels |
624 | 825 | (24.4 | ) | ||||||||
Total |
3,172 | 3,282 | (3.4 | ) | ||||||||
(in thousands of U.S. dollars, except | Six Months Ended June 30, | |||||||||||
calendar-ship-days and percentages) | 2010 | 2009 | % Change | |||||||||
Revenues |
286,288 | 263,927 | 8.5 | |||||||||
Voyage expenses |
59,085 | 34,170 | 72.9 | |||||||||
Net revenues |
227,203 | 229,757 | (1.1 | ) | ||||||||
Vessel operating expenses |
66,509 | 75,795 | (12.3 | ) | ||||||||
Time-charter hire expense |
48,462 | 61,289 | (20.9 | ) | ||||||||
Depreciation and amortization |
54,235 | 46,340 | 17.0 | |||||||||
General and administrative (1) |
22,863 | 19,560 | 16.9 | |||||||||
Restructuring costs |
119 | 3,682 | (96.8 | ) | ||||||||
Income from vessel operations |
35,015 | 23,091 | 51.6 | |||||||||
Calendar-Ship-Days |
||||||||||||
Owned Vessels |
5,013 | 4,887 | 2.6 | |||||||||
Chartered-in Vessels |
1,300 | 1,734 | (25.0 | ) | ||||||||
Total |
6,313 | 6,621 | (4.7 | ) | ||||||||
(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 redelivery of three chartered-in vessels to their owners in June 2009, November 2009
and February 2010, respectively; and |
||
| the 2010 Shuttle Tanker Acquisition. |
| an increase of $4.5 million due to increased rates on certain contracts of affreightment
and bareboat and time-charter contracts; |
Page 21 of 32
| a net increase of $3.0 million due to an increase in revenue days from our shuttle
tankers due to the impact on revenue generated by our shuttle tankers operating in the
conventional spot market from increased demand for conventional crude transportation,
partially offset by fewer revenue days from our shuttle tankers due to declining oil
production at mature oil fields in the North Sea, compared to the same period last year;
and |
| a $0.8 million payment made to us by our joint venture partner as the number of drydock
days for their vessel exceeded the maximum allowed under our agreement with this joint
venture partner; |
| a decrease of $3.0 million due to the redelivery of one in-chartered vessel in June 2009
as it completed its time-charter agreement; |
| a decrease of $1.0 million from a reduction in the number of cargo liftings due to
declining oil production at the Heidrun field, a mature oil field in the North Sea that is
serviced by certain shuttle tankers on contracts of affreightment; and |
| a decrease of $0.4 million due to higher bunker prices as compared to the same period last year, partially offset by a net decrease in non-reimbursable bunker costs
resulting primarily from more revenue days in 2010, as compared to the same period last year. |
| a decrease of $6.3 million due to the redelivery of one in-chartered vessel in June 2009
as it completed its time-charter agreement; |
| a net decrease of $1.8 million due to fewer revenue days from our shuttle tankers due to
declining oil production at mature oil fields in the North Sea, partially offset by an
increase in revenue days from our shuttle tankers due to the impact on revenue generated by
our shuttle tankers operating in the conventional spot market from increased demand for
conventional crude transportation; and |
| a decrease of $1.3 million due to a reduction in the number of cargo liftings due to
declining oil production at the Heidrun field, a mature oil field in the North Sea that is
serviced by certain shuttle tankers on contracts of affreightment; |
| an increase of $5.1 million due to increased rates on certain contracts of
affreightment, bareboat and time-charter contracts; |
| a $0.8 million payment made to us by our joint venture partner as the number of drydock
days for their vessel exceeded the maximum allowed under our agreement with this joint
venture partner; and |
| an increase of $0.4 million due to a net decrease in non-reimbursable bunker costs
resulting primarily from more revenue days in 2010, as compared to the same period last year,
partially offset by higher bunker prices as compared to the same period last year. |
| decreases of $2.3 million and $4.6 million, respectively, for the three and six months
ended June 30, 2010, due to decreases in maintenance activities relating to drydockings and the cost of
services, spares and consumables during 2010; |
| decreases of $2.3 million and $2.9 million, respectively, for the three and six months
ended June 30, 2010 in crew and manning costs resulting primarily from cost saving
initiatives that commenced in 2009, as described below under restructuring charges; |
| decreases of $2.0 million and $5.6 million, respectively, for the three and six months
ended June 30, 2010 relating to the net realized and unrealized changes in fair value of
our foreign currency forward contracts that are or have been designated as hedges for
accounting purposes; and |
| decreases of $0.8 million and $1.6 million, respectively, for the three and six months
ended June 30, 2010 due to the redelivery of one in-chartered vessel in June 2009 as it
completed its time-charter agreement; |
| increases of $2.7 million and $3.6 million, respectively, for the three and six months
ended June 30, 2010, due to the 2010 Shuttle Tanker Acquisition; |
| an increase of $0.8 million for the three and six months ended June 30, 2010 relating to
certain maintenance project costs; |
| an increase of $0.7 million in crew training costs during the six months ended June 30,
2010, compared to the same period last year; and |
| increases of $0.6 million and $0.4 million, respectively, for the three and six months
ended June 30, 2010, relating to repairs and maintenance performed for certain vessels
during the three and six months ended June 30, 2010 compared to the same periods last year. |
| decreases of $6.9 million and $14.2 million for the three and six months ended June 30,
2010, respectively, resulting from the redelivery of three in-chartered vessels to their
owners in June 2009, November 2009 and February 2010, respectively; and |
| decreases of $3.7 million and $5.1 million for the three and six months ended June 30,
2010, respectively, due to the 2010 Shuttle Tanker Acquisition; |
| increases of $2.9 million and $3.6 million, respectively, for the three and six months
ended June 30, 2010, due to increased spot in-chartering of vessels compared to the same
periods last year; |
Page 22 of 32
| increases of $1.5 million and $1.6 million, respectively, for the three and six months
ended June 30, 2010, due to less off-hire in the in-chartered fleet; and |
| increases of $0.4 million and $0.8 million, respectively, for the three and six months
ended June 30, 2010, due to higher drydocking amortization relating to one of our
in-chartered vessels. |
(in thousands of U.S. dollars, except | Three Months Ended June 30, | |||||||||||
calendar-ship-days and percentages) | 2010 | 2009 | % Change | |||||||||
Revenues |
26,431 | 31,128 | (15.1 | ) | ||||||||
Voyage expenses |
4,842 | 6,085 | (20.4 | ) | ||||||||
Net revenues |
21,589 | 25,043 | (13.8 | ) | ||||||||
Vessel operating expenses |
5,657 | 6,049 | (6.5 | ) | ||||||||
Depreciation and amortization |
5,921 | 5,984 | (1.1 | ) | ||||||||
General and administrative (1) |
1,139 | 1,176 | (3.1 | ) | ||||||||
Income from vessel operations |
8,872 | 11,834 | (25.0 | ) | ||||||||
Calendar-Ship-Days |
||||||||||||
Owned Vessels |
1,001 | 1,001 | | |||||||||
(in thousands of U.S. dollars, except | Six Months Ended June 30, | |||||||||||
calendar-ship-days and percentages) | 2010 | 2009 | % Change | |||||||||
Revenues |
57,996 | 61,329 | (5.4 | ) | ||||||||
Voyage expenses |
10,493 | 12,424 | (15.5 | ) | ||||||||
Net revenues |
47,503 | 48,905 | (2.9 | ) | ||||||||
Vessel operating expenses |
11,371 | 11,649 | (2.4 | ) | ||||||||
Depreciation and amortization |
11,663 | 11,958 | (2.5 | ) | ||||||||
General and administrative (1) |
2,332 | 2,400 | (2.8 | ) | ||||||||
Income from vessel operations |
22,137 | 22,898 | (3.3 | ) | ||||||||
Calendar-Ship-Days |
||||||||||||
Owned Vessels |
1,991 | 1,991 | | |||||||||
(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). |
| decreases of $3.2 million and $3.1 million, respectively, for the three and six months
ended June 30, 2010, due to an increased number of offhire days from scheduled drydockings
compared to the same periods last year; |
| increases of $0.2 million and $0.3 million, respectively, for the three and six months
ended June 30, 2010, from increases in the daily hire rates for all nine time-charter
contracts with Teekay Corporation; and |
| an increase of $1.5 million in net bunker revenues for the six months ended June 30,
2010, mainly due to an increase in bunker index prices compared to the same period last
year. |
Page 23 of 32
| decreases of $0.2 million and $0.5 million, respectively, for the three and six months
ended June 30, 2010, due to decreases in crew levels and transportation costs as a result
of a vessel being managed by Teekay Corporation that had been managed previously by an
external party; |
| a decrease of $0.2 million relating to insurance costs for the six months ended June 30,
2010; and |
| a decrease of $0.1 million for the three and six months ended June 30, 2010 in repairs
and maintenance costs; |
| an increase of $0.4 million for the six months ended June 30, 2010, due to an increase
in the consumption and use of consumables, lube oil, and freight. |
(in thousands of U.S. dollars, except | Three Months Ended June 30, | |||||||||||
calendar-ship-days and percentages) | 2010 | 2009 | % Change | |||||||||
Revenues |
18,419 | 16,100 | 14.4 | |||||||||
Voyage expenses |
76 | 212 | (64.2 | ) | ||||||||
Net revenues |
18,343 | 15,888 | 15.5 | |||||||||
Vessel operating expenses |
8,420 | 6,571 | 28.1 | |||||||||
Depreciation and amortization |
3,829 | 5,419 | (29.3 | ) | ||||||||
General and administrative (1) |
1,009 | 706 | 42.9 | |||||||||
Income from vessel operations |
5,085 | 3,192 | 59.3 | |||||||||
Calendar-Ship-Days |
||||||||||||
Owned Vessels |
546 | 455 | 20.0 | |||||||||
(in thousands of U.S. dollars, except | Six Months Ended June 30, | |||||||||||
calendar-ship-days and percentages) | 2010 | 2009 | % Change | |||||||||
Revenues |
39,069 | 31,189 | 25.3 | |||||||||
Voyage expenses |
325 | 448 | (27.5 | ) | ||||||||
Net revenues |
38,744 | 30,741 | 26.0 | |||||||||
Vessel operating expenses |
16,825 | 12,393 | 35.8 | |||||||||
Depreciation and amortization |
9,246 | 10,821 | (14.6 | ) | ||||||||
General and administrative (1) |
2,019 | 1,146 | 76.2 | |||||||||
Income from vessel operations |
10,654 | 6,381 | 67.0 | |||||||||
Calendar-Ship-Days |
||||||||||||
Owned Vessels |
1,086 | 905 | 20.0 | |||||||||
(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). |
| increases of $2.6 million and $5.2 million, respectively, for the three and six months
ended June 30, 2010, due to the inclusion of the Falcon Spirit commencing in December 2009;
and |
Page 24 of 32
| increases of $1.0 million and $3.1 million, respectively, for the three and six months
ended June 30, 2010, due to foreign currency exchange differences as compared to the same
periods last year; |
| decreases of $1.2 million and $0.3 million, respectively, for the three and six months
ended June 30, 2010, due to a lower charter rate on the Navion Saga in accordance with
the charter contract that took effect in the second quarter of 2010 as compared to the same
periods last year, partially offset by a one-time reimbursement from customers for certain crewing costs in the three months ended March 31, 2010. |
| increases of $0.9 million and $1.7 million, respectively, for the three and six months
ended June 30, 2010, due to the inclusion of the Falcon Spirit commencing in December 2009; |
| increases $0.4 million and $0.7 million, respectively, for the three and six months
ended June 30, 2010, due to an increase in crewing costs; and |
| increases of $0.3 million and $1.5 million, respectively, for the three and six months
ended June 30, 2010, due to weakening of the U.S. Dollar against the Australian Dollar
compared to the same periods last year. |
(in thousands of U.S. dollars, except | Three Months Ended June 30, | |||||||||||
calendar-ship-days and percentages) | 2010 | 2009 | % Change | |||||||||
Revenues |
26,815 | 24,093 | 11.3 | |||||||||
Vessel operating expenses |
10,190 | 9,887 | 3.1 | |||||||||
Depreciation and amortization |
5,121 | 5,633 | (9.1 | ) | ||||||||
General and administrative (1) |
1,128 | 1,598 | (29.4 | ) | ||||||||
Income from vessel operations |
10,376 | 6,975 | 48.8 | |||||||||
Calendar-Ship-Days |
||||||||||||
Owned Vessel |
91 | 91 | | |||||||||
(in thousands of U.S. dollars, except | Six Months Ended June 30, | |||||||||||
calendar-ship-days and percentages) | 2010 | 2009 | % Change | |||||||||
Revenues |
54,037 | 47,505 | 13.8 | |||||||||
Vessel operating expenses |
20,316 | 19,092 | 6.4 | |||||||||
Depreciation and amortization |
10,242 | 11,266 | (9.1 | ) | ||||||||
General and administrative (1) |
2,474 | 3,047 | (18.8 | ) | ||||||||
Income from vessel operations |
21,005 | 14,100 | 49.0 | |||||||||
Calendar-Ship-Days |
||||||||||||
Owned Vessel |
181 | 181 | | |||||||||
(1) | Includes direct general and administrative expenses and indirect general and administrative
expenses (allocated to the FPSO segment based on estimated use of corporate resources). |
| increases of $0.9 million and $1.7 million, respectively, for the three and six months
ended June 30, 2010 due to the weakening of the U.S. Dollar against the Norwegian Kroner
compared to the same period last year; |
Page 25 of 32
| decreases of $0.7 million and $0.2 million, respectively, due to decreased repairs
during the three and six months ended June 30, 2010 compared to the same periods last year;
and |
| decreases of $0.1 million and $0.4 million, respectively, relating to the net realized
and unrealized changes in fair value of our foreign currency forward contracts that are or
have been designated as hedges for accounting purposes. |
| decreases of $3.9 million and $9.1 million, respectively, due to a decline in interest
rates during the three and six months ended June 30, 2010 compared to the same periods last
year; and |
| decreases of $0.7 million and $1.1 million, respectively, for the three and six months
ended June 30, 2010, related to scheduled repayments and prepayments of debt during 2009
and 2010; |
| increases of $0.9 million and $0.8 million, respectively, for the three and six months
ended June 30, 2010, related to loan costs; and |
| an increase of $0.4 million for the six months ended June 30, 2010 relating to the
interest expense attributable to the operations of the Falcon Spirit that was incurred by
Teekay Corporation and allocated to us as part of the results of the Dropdown Predecessor. |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Realized losses relating to: |
||||||||||||||||
Interest rate swaps |
(10,934 | ) | (11,915 | ) | (21,753 | ) | (21,878 | ) | ||||||||
Foreign currency forward contracts |
(340 | ) | (830 | ) | (495 | ) | (3,978 | ) | ||||||||
(11,274 | ) | (12,745 | ) | (22,248 | ) | (25,856 | ) | |||||||||
Unrealized (losses) gains relating to: |
||||||||||||||||
Interest rate swaps |
(41,486 | ) | 65,244 | (52,052 | ) | 96,479 | ||||||||||
Foreign currency forward contracts |
(3,276 | ) | 1,501 | (3,860 | ) | 4,394 | ||||||||||
(44,762 | ) | 66,745 | (55,912 | ) | 100,873 | |||||||||||
Total realized and unrealized
(losses) gains on non-designated
derivative instruments |
(56,036 | ) | 54,000 | (78,160 | ) | 75,017 | ||||||||||
Page 26 of 32
Six Months Ended June 30, | ||||||||
2010 | 2009 | |||||||
($000s) | ($000s) | |||||||
Net cash flow from operating activities |
136,103 | 104,931 | ||||||
Net cash flow used in financing activities |
(142,866 | ) | (144,267 | ) | ||||
Net cash flow from investing activities |
6,969 | 5,973 |
Page 27 of 32
| incurring or guaranteeing indebtedness; |
||
| 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. |
Balance | 2011 | 2013 | ||||||||||||||||||
of | and | and | Beyond | |||||||||||||||||
Total | 2010 | 2012 | 2014 | 2014 | ||||||||||||||||
(in millions of U.S. dollars) | ||||||||||||||||||||
Long-term debt (1) |
1,622.8 | 55.4 | 344.6 | 1,034.5 | 188.3 | |||||||||||||||
Chartered-in vessels (operating leases) |
192.8 | 36.2 | 103.4 | 46.4 | 6.8 | |||||||||||||||
Total contractual obligations |
1815.6 | 91.6 | 448.0 | 1,080.9 | 195.1 | |||||||||||||||
(1) | Excludes expected interest payments of $11.2 million (remainder of 2010), $39.8 million (2011
and 2012), $20.3 million (2013 and 2014) and $4.7 million (beyond 2014). Expected interest
payments are based on LIBOR, plus margins which ranged between 0.45% and 3.25% as at June 30,
2010. |
Page 28 of 32
| our future growth prospects; |
||
| results of operations and revenues and expenses; |
||
| our belief that the master time charter arrangement with Statoil will provide more
seasonally stable cash flows and predictability and the use of the Aframax newbuilding
shuttle tankers under the new arrangement |
||
| offshore and tanker market fundamentals, including the balance of supply and demand in
the offshore and tanker market; |
||
| future capital expenditures and availability of capital resources to fund capital
expenditures; |
||
| offers of shuttle tankers, FSOs and FPSOs and related contracts from Teekay Corporation
and our accepting the offers; |
||
| obtaining offshore projects that we or Teekay Corporation bid on or may be awarded; |
||
| delivery dates of and financing for newbuildings or existing vessels; |
||
| vessel operating and crewing costs for vessels; |
||
| entrance into joint ventures and partnerships with companies; |
||
| the commencement of service of newbuildings or existing vessels; |
||
| the duration of drydockings; |
||
| potential newbuilding order cancellations; |
||
| the future valuation of goodwill; |
||
| our liquidity needs; |
||
| our compliance with covenants under our credit facilities; |
||
| our hedging activities relating to foreign exchange, interest rate and spot market
risks; |
||
| the ability of the counterparties for our derivative contracts to fulfill their
contractual obligations; and |
||
| our exposure to foreign currency fluctuations, particularly in Norwegian Kroner. |
Page 29 of 32
Expected Maturity Date | ||||||||||||||||||||||||||||||||||||
Balance | ||||||||||||||||||||||||||||||||||||
of | Fair Value | |||||||||||||||||||||||||||||||||||
2010 | 2011 | 2012 | 2013 | 2014 | Thereafter | Total | Liability | Rate(1) | ||||||||||||||||||||||||||||
(in millions of U.S. dollars, except percentages) | ||||||||||||||||||||||||||||||||||||
Long-Term Debt: |
||||||||||||||||||||||||||||||||||||
Variable Rate (2) |
55.4 | 183.8 | 160.8 | 328.9 | 705.6 | 188.3 | 1,622.8 | (1,528.6 | ) | 1.4 | % | |||||||||||||||||||||||||
Interest Rate Swaps: |
||||||||||||||||||||||||||||||||||||
Contract Amount (3) |
59.1 | 108.7 | 214.2 | 119.9 | 40.3 | 663.5 | 1,205.7 | (129.7 | ) | 3.9 | % | |||||||||||||||||||||||||
Average Fixed Pay Rate
(2) |
2.7 | % | 2.7 | % | 2.5 | % | 2.6 | % | 4.8 | % | 4.8 | % | 3.9 | % |
(1) | 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 June 30, 2010 ranged between 0.45% and 3.25%. |
|
(2) | Interest payments on floating-rate debt and interest rate swaps are based on LIBOR. |
|
(3) | The average variable receive rate for interest rate swaps is set quarterly at the 3-month
LIBOR or semi-annually at the 6-month LIBOR. |
Contract Amount in | Average | Expected Maturity | ||||||||||||||||||
Foreign Currency | Forward | 2010 | 2011 | 2012 | ||||||||||||||||
(thousands) | Rate(1) | (in thousands of U.S. Dollars) | ||||||||||||||||||
Norwegian Kroner |
871,204 | 6.28 | $ | 43,735 | $ | 59,758 | $ | 35,196 | ||||||||||||
British Pound |
5,190 | 0.66 | 1,076 | 5,646 | 1,111 | |||||||||||||||
Euro |
25,473 | 0.74 | 11,387 | 17,031 | 6,176 | |||||||||||||||
$ | 56,198 | $ | 82,435 | $ | 42,483 | |||||||||||||||
(1) | Average forward rate represents the contracted amount of foreign currency one U.S. Dollar
will buy. |
Page 30 of 32
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-147682) FILED WITH THE SEC ON NOVEMBER 28,
2007 |
|
| REGISTRATION STATEMENT ON FORM F-3 (NO. 333-150682) FILED WITH THE SEC ON MAY 6, 2008 |
Page 31 of 32
TEEKAY OFFSHORE PARTNERS L.P. By: Teekay Offshore GP L.L.C., its general partner |
||||
Date: September 7, 2010 | By: | /s/ Peter Evensen | ||
Peter Evensen | ||||
Chief Executive Officer and Chief Financial Officer (Principal Financial and Accounting Officer) |
||||
Page 32 of 32