Teekay Offshore Partners Reports Third Quarter Results
HAMILTON, BERMUDA, Nov 08, 2012 (Menafn - MARKETWIRE via COMTEX) --Teekay Offshore Partners L.P. TOO -
Highlights
--Generated distributable cash flow(1) of 38.6 million in the third
quarter of 2012.
--Agreed to acquire the Voyageur Spirit FPSO from Teekay Corporation for
540 million; expected to be completed mid-December 2012.
--Acquisition of Voyageur Spirit FPSO to be fully financed through the
211.5 million public equity offering completed in September 2012, a
40 million equity private placement to Teekay Corporation upon
completion of the transaction, and a new debt facility.
--Partnership's total liquidity increased to 569 million as at September
30, 2012.
Teekay Offshore GP LLC, the general partner of Teekay Offshore PartnersL.P. (Teekay Offshore or the Partnership) TOO, today reportedthe Partnership's results for the quarter ended September 30, 2012.During the third quarter of 2012, the Partnership generateddistributable cash flow(1) of 38.6 million, compared to 52.1million in the same period of the prior year.
On October 12, 2012, a cash distribution of 0.5125 per common unitwas declared for the quarter ended September 30, 2012. The cashdistribution is payable on November 9, 2012 to all unit holders ofrecord on October 24, 2012.
"As expected, the cash flow contribution from our conventional tankersegment has been declining due to the expiration and cancellation oftime-charters on three of the Partnership's conventional tankers inrecent quarters," commented Peter Evensen, Teekay Offshore GP LLC'sChief Executive Officer. "However, we are pleased that our shuttletanker and FPSO offshore segments continue to perform well and we arelooking forward to further growth in these segments in the near-term.In addition, the Partnership has a strong pipeline of growthopportunities which we expect will drive further distributable cashflow growth through acquisitions from our sponsor, TeekayCorporation, as well as future potential direct acquisitions fromthird parties and potential new organic offshore projects which thePartnership may undertake directly."
Mr. Evensen continued, "During the third quarter the Partnershipagreed to acquire the Voyageur Spirit FPSO from Teekay Corporationfor a purchase price of 540 million upon commencement of the unit'scharter contract which is expected to be in mid-December. TheVoyageur Spirit, which will operate on the Huntington field in theNorth Sea under a five-year firm period contract with E.ON, plusextension options, is expected to be accretive to the Partnership'sdistributable cash flow. As a result, we believe that the Partnershipwill be in a position to increase its quarterly distributioncommencing with the first quarter of 2013 distribution which will bepaid in May 2013."
(1) Distributable cash flow is a non-GAAP financial measure used by certain
investors to measure the financial performance of the Partnership and
other master limited partnerships. Please see Appendix B for a
reconciliation of distributable cash flow to the most directly
comparable financial measure under United States generally accepted
accounting principles (GAAP).
Teekay Offshore's Fleet
The following table summarizes Teekay Offshore's fleet as of November1, 2012.
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Number of Vessels
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Conversion
OwnedChartered-Committed Candidates
Vessels in Vessels Newbuildings(iii) Total
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Shuttle Tanker Segment29(i)44(ii)239
Conventional Tanker Segment7--29
FSO Segment5---5
FPSO Segment3---3
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Total4444456
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(i)Includes six shuttle tankers in which Teekay Offshore's ownership
interest is 50 percent and three shuttle tankers in which Teekay
Offshore's ownership interest is 67 percent.
(ii)Includes four shuttle tanker newbuildings expected to deliver in mid-
to late-2013 and commence operations under contracts with a
subsidiary of BG Group plc in Brazil.
(iii) Includes two shuttle tankers and two conventional tankers which are
currently in lay-up and are candidates for conversion to offshore
assets.
Future Growth Opportunities
Pursuant to an omnibus agreement that Teekay Offshore entered into inconnection with its initial public offering in December 2006, TeekayCorporation (Teekay) is obligated to offer to the Partnership itsinterest in certain shuttle tankers, floating storage and offtake(FSO) units and floating, production, storage and offloading (FPSO)units Teekay owns or may acquire in the future, provided the vesselsare servicing contracts with remaining durations of greater thanthree years. The Partnership may also acquire other vessels thatTeekay may offer it from time to time and also intends to pursuedirect acquisitions from third parties and new organic offshoreprojects.
Shuttle Tankers
In June 2011, the Partnership entered into a long-term contract witha subsidiary of BG Group plc (BG) to provide shuttle tanker servicesin Brazil. The contract with BG will be serviced by four Suezmaxnewbuilding shuttle tankers under construction by Samsung HeavyIndustries for an estimated total delivered cost of approximately470 million. Upon their scheduled deliveries in mid- to late-2013,the vessels will commence operations under 10-year, fixed-ratetime-charter contracts. The contract with BG also includes certainextension options and vessel purchase options.
FPSO Units
As previously announced, on November 30, 2011, Teekay acquired fromSevan Marine ASA (Sevan) the Hummingbird Spirit FPSO unit (which iscurrently operating under a short-term charter contract), and agreedto acquire the Voyageur Spirit FPSO unit in the fourth quarter of2012. In the third quarter of 2012, Teekay Offshore agreed to acquirethe Voyageur Spirit FPSO unit from Teekay for 540 million uponcommencement of the unit's charter contract with E.ON, which isexpected to be in mid-December 2012. Pursuant to the omnibusagreement, Teekay is obligated to offer the Hummingbird Spirit FPSOunit to Teekay Offshore within approximately one year followingcommencement of a charter contract with a firm period of greater thanthree years in duration.
Pursuant to the omnibus agreement and a subsequent agreement, Teekayis obligated to offer to sell the Petrojarl Foinaven FPSO unit, anexisting unit owned by Teekay and operating under a long-termcontract in the North Sea, to Teekay Offshore prior to July 9, 2013.The purchase price for the Petrojarl Foinaven would be its fairmarket value plus any additional tax or other costs incurred byTeekay to transfer ownership of this FPSO unit to the Partnership.
In October 2010, Teekay signed a long-term contract with PetroleoBrasileiro S.A. (or Petrobras) to provide an FPSO unit for the Tiroand Sidon fields located in the Santos Basin offshore Brazil. Thecontract with Petrobras will be serviced by a newly-converted FPSOunit named Cidade de Itajai in which Teekay owns a 50 percentinterest. This FPSO unit is scheduled to deliver from the shipyard inmid-November 2012 and is expected to achieve first oil in the firstquarter of 2013, at which time the unit is expected to commence anine-year, fixed-rate time-charter contract with Petrobras with sixadditional one-year extension options. Pursuant to the omnibusagreement, Teekay is obligated to offer to the Partnership its 50percent interest in this FPSO project at Teekay's fully built-upcost, within approximately one year after the commencement of itscharter with Petrobras.
In May 2011, Teekay entered into a joint venture agreement withOdebrecht Oil & Gas S.A. (a member of the Odebrecht group) to jointlypursue FPSO projects in Brazil. Odebrecht is a well-establishedBrazil-based company that operates in the engineering andconstruction, petrochemical, bioenergy, energy, oil and gas, realestate and environmental engineering sectors, with over 120,000employees and a presence in over 20 countries. As part of the jointventure agreement, Odebrecht is a 50 percent partner in the Cidade deItajai FPSO project and Teekay is currently working with Odebrecht onother FPSO project opportunities that, if awarded, may result in thePartnership being able to acquire Teekay's interests in such projectspursuant to the omnibus agreement.
In June 2011, Teekay entered into a new contract with BG NorgeLimited to provide a high-specification FPSO unit for the Knarr oiland gas field located in the North Sea. The contract will be servicedby a new FPSO unit to be constructed by Samsung Heavy Industries fora fully built-up cost of approximately 1 billion. Pursuant to theomnibus agreement, Teekay is obligated to offer to the Partnershipits interest in this FPSO project at Teekay's fully built-up cost,within approximately one year after the commencement of the charter,which is expected to commence in the first half of 2014.
Financial Summary
The Partnership reported adjusted net income attributable to thepartners(1) (as detailed in Appendix A to this release) of 24.3million for the quarter ended September 30, 2012, compared to 31.6million for the same period of the prior year. Adjusted net incomeattributable to the partners excludes a number of specific items thathad the net effect of decreasing net income by 10.6 million and106.7 million for the quarters ended September 30, 2012 andSeptember 30, 2011, respectively, as detailed in Appendix A.Including these items, the Partnership reported, on a GAAP basis, netincome attributable to the partners of 13.8 million for the thirdquarter of 2012, compared to a net loss of 75.1 million in the sameperiod of the prior year. Net revenues(2) for the third quarter of2012 decreased to 203.7 million, compared to 208.8 million in thesame period of the prior year.
The Partnership reported adjusted net income attributable to thepartners(1) (as detailed in Appendix A to this release) of 71.0million for the nine months ended September 30, 2012, compared to79.9 million for the same period of the prior year. Adjusted netincome attributable to the partners excludes a number of specificitems that had the net effect of decreasing net income by 16.8million and 143.0 million for the nine months ended September 30,2012 and September 30, 2011, respectively, as detailed in Appendix A.Including these items, the Partnership reported, on a GAAP basis, netincome attributable to the partners of 54.3 million for the ninemonths ended September 30, 2012, compared to a net loss of 63.1million in the same period of the prior year. Net revenues(2) for thenine months ended September 30, 2012 increased to 625.2 million,compared to 618.7 million in the same period of the prior year.
For accounting purposes, the Partnership is required to recognize,through the consolidated statements of income (loss), changes in thefair value of certain derivative instruments as unrealized gains orlosses. This revaluation does not affect the economics of any hedgingtransactions nor have any impact on the Partnership's actual cashflows nor the calculation of its distributable cash flow.
(1) Adjusted net income attributable to the partners is a non-GAAP
financial measure. Please refer to Appendix A included in this release
for a reconciliation of this non-GAAP measure to the most directly
comparable financial measure under GAAP and information about specific
items affecting net income that are typically excluded by securities
analysts in their published estimates of the Partnership's financial
results.
(2) Net revenues represents revenues less voyage expenses, which comprise
all expenses relating to certain voyages, including bunker fuel
expenses, port fees, canal tolls and brokerage commissions. Net
revenues is a non-GAAP financial measure used by certain investors to
measure the financial performance of shipping companies. Please see the
Partnership's web site at www.teekayoffshore.com for a reconciliation
of this non-GAAP measure as used in this release to the most directly
comparable GAAP financial measure.
Operating Results
The following table highlights certain financial information forTeekay Offshore's four segments: the Shuttle Tanker segment, theConventional Tanker segment, the FSO segment, and the FPSO segment(please refer to the "Teekay Offshore's Fleet" section of thisrelease above and Appendix C for further details).
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Three Months Ended
September 30, 2012
(unaudited)
Shuttle Conventional
TankerTankerFSOFPSO
(in thousands of U.S. dollars) SegmentSegment Segment SegmentTotal
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Net revenues(1)117,43416,22012,17457,903 203,731
Vessel operating expenses32,2334,6737,93225,92970,767
Time-charter hire expense14,910---14,910
Depreciation and amortization30,2122,5802,25012,72647,768
Cash flow from vessel
operations(2)59,9689,7024,06821,79095,528
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Three Months Ended
September 30, 2011
(unaudited)
Shuttle Conventional
TankerTankerFSOFPSO
(in thousands of U.S. dollars) SegmentSegment Segment SegmentTotal
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Net revenues(1)122,82529,20014,71342,066 208,804
Vessel operating expenses40,3275,9657,16418,18571,641
Time-charter hire expense18,620---18,620
Depreciation and amortization29,1025,5722,9459,28446,903
Cash flow from vessel
operations(2)55,15622,2147,45620,401 105,227
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(1) Net revenues represents revenues less voyage expenses, which comprise
all expenses relating to certain voyages, including bunker fuel
expenses, port fees, canal tolls and brokerage commissions. Net
revenues is a non-GAAP financial measure used by certain investors to
measure the financial performance of shipping companies. Please see the
Partnership's web site at www.teekayoffshore.com for a reconciliation
of this non-GAAP measure as used in this release to the most directly
comparable GAAP financial measure.
(2) Cash flow from vessel operations represents income from vessel
operations before depreciation and amortization expense and
amortization of deferred gains and in-process revenue contract, loss on
sale of vessel and write-down of vessels, includes the realized gains
(losses) on the settlement of foreign exchange forward contracts,
excludes the cash flow from vessel operations relating to the
Partnership's Variable Interest Entities and adjustments for direct
financing leases to a cash basis. Cash flow from vessel operations is a
non-GAAP financial measure used by certain investors to measure the
financial performance of shipping companies. Please see the
Partnership's web site at www.teekayoffshore.com for a reconciliation
of this non-GAAP measure as used in this release to the most directly
comparable GAAP financial measure.
Shuttle Tanker Segment
Cash flow from vessel operations from the Partnership's ShuttleTanker segment increased to approximately 60.0 million for the thirdquarter of 2012 compared to 55.2 million for the same period of theprior year, primarily due to decreases in vessel operating expensesand time-charter hire expense, partially offset by lower netrevenues. Vessel operating expenses decreased due to lower repairs,maintenance and crewing costs and the lay-up of the shuttle tankerNavion Torinita commencing in the second quarter of 2012 uponexpiration of its charter. Time-charter hire expense decreased due tothe redelivery of one in-chartered vessel in the fourth quarter of2011. Net revenues decreased due to the redelivery of onetime-chartered out vessel in the third quarter of 2012.
Conventional Tanker Segment
Cash flow from vessel operations from the Partnership's ConventionalTanker segment decreased to 9.7 million in the third quarter of 2012compared to 22.2 million for the same period of the prior year,primarily due to the sales of the 1997-built Hamane Spirit in thesecond quarter of 2012 and the 1993-built Scotia Spirit in the thirdquarter of 2011 and the expiry of time-charter contracts on twoconventional tankers during the fourth quarter of 2011.
FSO Segment
Cash flow from vessel operations from the Partnership's FSO segmentdecreased to 4.1 million in the third quarter of 2012 compared to7.5 million for the same period of the prior year, primarily as aresult of the Navion Saga being in dry-dock during the third quarterof 2012.
FPSO Segment
Cash flow from vessel operations from the Partnership's FPSO segmentincreased to 21.8 million for the third quarter of 2012 compared to20.4 million for the same period of the prior year, primarily due tothe acquisition of the Piranema Spirit FPSO unit on November 30,2011.
Liquidity
As of September 30, 2012, the Partnership had total liquidity of569.3 million, which consisted of 205.8 million in cash and cashequivalents and 363.5 million in undrawn revolving creditfacilities. The Partnership intends to use approximately 170 millionof this liquidity to complete the acquisition of the Voyageur SpiritFPSO later this year.
Conference Call
The Partnership plans to host a conference call on Friday, November9, 2012 at noon (ET) to discuss its results for the third quarter of2012. An accompanying investor presentation will be available onTeekay Offshore's website at www.teekayoffshore.com prior to thestart of the call. All unitholders and interested parties are invitedto listen to the live conference call by choosing from the followingoptions:
--By dialing (866) 322-8032 or (416) 640-3406, if outside North America,
and quoting conference ID code 8873714.
--By accessing the webcast, which will be available on Teekay Offshore's
website at www.teekayoffshore.com (the archive will remain on the
website for a period of 30 days).
The conference call will be recorded and made available until FridayNovember 16, 2012. This recording can be accessed following the livecall by dialing (888) 203-1112 or (647) 436-0148, if outside NorthAmerica, and entering access code 8873714.
About Teekay Offshore Partners L.P.
Teekay Offshore Partners L.P. is an international provider of marinetransportation, oil production and storage services to the offshoreoil industry focusing on the fast-growing, deepwater offshore oilregions of the North Sea and Brazil. Teekay Offshore owns interestsin 39 shuttle tankers (including four chartered-in vessels and fourcommitted newbuildings), three floating production, storage andoffloading (FPSO) units, five floating storage and offtake (FSO)units and nine conventional oil tankers. Teekay Offshore has rightsto participate in certain other FPSO and shuttle tanker opportunitiesprovided by Teekay Corporation TK and Sevan Marine ASA (oslo:SEVAN). In addition, the Partnership has recently agreed to acquirethe Voyageur Spirit FPSO unit from Teekay Corporation in late 2012.Teekay Offshore's operating fleet primarily operates under long-term,stable contracts and Teekay Offshore is structured as apublicly-traded master limited partnership.
Teekay Offshore Partners' common units trade on the New York StockExchange under the symbol "TOO".
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TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in thousands of U.S. dollars, except unit data)
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Three Months EndedNine Months Ended
SeptemberJune 30, SeptemberSeptemberSeptember
30, 2012201230, 201130, 201230, 2011
(unaudited)(unaudited)(unaudited)(unaudited)(unaudited)
REVENUES227,956251,151239,900723,705707,816
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OPERATING EXPENSES
Voyage expenses24,22537,80031,09698,50689,133
Vessel operating
expenses(1)70,76770,08071,641211,854221,968
Time-charter hire
expense14,91012,96918,62041,49657,072
Depreciation and
amortization47,76850,00346,903147,382138,636
General and
administrative(1)19,61218,68917,64358,43754,530
Loss on sale and
write-down of
vessels9,1933,26923,96112,46233,226
Restructuring
charge(2)----3,924
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186,475192,810209,864570,137598,489
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Income from vessel
operations41,48158,34130,036153,568109,327
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OTHER ITEMS
Interest expense(12,073)(12,506)(9,271)(37,355)(26,630)
Interest income184138181534460
Realized and
unrealized loss on
derivative
instruments(3)(13,458)(60,317)(100,499)(57,536)(128,379)
Foreign exchange
(loss) gain(4)(715)888(316)(2,585)(748)
Income tax (expense)
recovery(1,025)1,9463,528(564)(2,162)
Other (loss) income
- net(55)(119)9661,2513,435
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Net income (loss)14,339(11,629)(75,375)57,313(44,697)
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Net income (loss)
attributable to:
Non-controlling
interests572499(296)3,04018,360
Partners13,767(12,128)(75,079)54,273(63,057)
Limited partners'
units outstanding:
Weighted-average
number of common
units outstanding
- Basic and
diluted73,577,367 70,626,554 63,459,310 71,617,338 61,166,318
Total units
outstanding at end
of period80,105,408 70,626,554 63,513,580 80,105,408 63,513,580
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(1) The Partnership has entered into foreign exchange forward contracts,
which are economic hedges for certain vessel operating expenses and
general and administrative expenses. Certain of these forward contracts
have been designated as cash flow hedges pursuant to GAAP. Unrealized
(losses) gains arising from hedge ineffectiveness from such forward
contracts are reflected in vessel operating expenses, and general and
administrative expenses in the above Summary Consolidated Statements of
Income (Loss) as detailed in the table below:
Three Months EndedNine Months Ended
September June 30, September September September
30, 2012201230, 201130, 201230, 2011
------------------------------------------------
Vessel operating expenses--(33)-(300)
General and administrative(60)(254)(109)(294)90
(2) Restructuring charges for the nine months ended September 30, 2011 were
incurred in connection with the sale of an FSO unit and the termination
of the charter contract of one of the Partnership's shuttle tankers.
(3) The realized (losses) gains on derivative instruments relate to the
amounts the Partnership actually paid or received to settle such
derivative instruments, and the unrealized (losses) gains on derivative
instruments relate to the change in fair value of such derivative
instruments as detailed in the table below:
Three Months EndedNine Months Ended
SeptemberJune 30, September September September
30, 2012201230, 201130, 201230, 2011
-------------------------------------------------
Realized (losses) gains
relating to:
Interest rate swaps(14,523) (14,338)(14,889)(43,868)(42,360)
Foreign currency forward
contract2304371,9501,8653,572
-------------------------------------------------
(14,293) (13,901)(12,939)(42,003)(38,788)
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Unrealized (losses) gains
relating to:
Interest rate swaps(1,437) (41,842)(80,702)(18,516)(86,906)
Foreign currency forward
contracts2,272(4,574)(6,858)2,983(2,685)
-------------------------------------------------
835(46,416)(87,560)(15,533)(89,591)
-------------------------------------------------
-------------------------------------------------
Total realized and
unrealized (losses) gains
on non-designated
derivative instruments(13,458) (60,317)(100,499)(57,536) (128,379)
-------------------------------------------------
(4) Foreign exchange (loss) gain includes realized gains relating to the
amounts the Partnership received to settle the Partnership's non-
designated cross currency swaps that were entered into as an economic
hedge in relation to the Partnership's Norwegian Kroner (NOK)-
denominated unsecured bonds as detailed in the table below. The
Partnership issued NOK 600 million unsecured bonds in 2010 maturing in
2013 and issued NOK 600 million unsecured bonds in 2012 maturing in
2017. Foreign exchange (loss) gain also includes unrealized gains
(losses) relating to the change in fair value of such derivative
instruments, partially offset by unrealized (losses) gains on the
revaluation of the NOK bonds as detailed in the table below:
Three Months EndedNine Months Ended
SeptemberJune 30, September September September
30, 2012201230, 201130, 201230, 2011
-------------------------------------------------
Realized gains on cross-
currency swaps6346967762,3242,220
Unrealized gains (losses)
on cross-currency swaps6,762(10,776)(9,787)3,865(424)
Unrealized (losses) gains
on revaluation of NOK
bonds(8,216)9,4149,084(7,833)772
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TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars)
---------------------------------------------------------------------------
As atAs atAs at
SeptemberJune December 31,
30, 201230, 20122011
(unaudited) (unaudited) (unaudited)
----------------------------------
ASSETS
Cash and cash equivalents205,753179,462179,934
Vessels held for sale8,00014,93019,000
Other current assets153,435157,242148,825
Vessels and equipment2,400,4662,446,2872,539,949
Advances on newbuilding contracts81,86869,16345,637
Other assets63,44861,87562,627
Intangible assets17,05618,58521,644
Goodwill127,113127,113127,113
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Total Assets3,057,1393,074,6573,144,729
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LIABILITIES AND EQUITY
Accounts payable and accrued
liabilities86,62591,60699,220
Other current liabilities114,361102,44599,624
Current portion of long-term debt121,509261,272229,365
Long-term debt1,621,9091,734,1691,799,711
Other long-term liabilities394,714400,634393,769
Redeemable non-controlling interest36,24136,35638,307
Equity:
Non-controlling interest42,71140,38440,622
Partners' equity639,069407,791444,111
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Total Liabilities and Equity3,057,1393,074,6573,144,729
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TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
---------------------------------------------------------------------------
Nine Months Ended
SeptemberSeptember
30, 201230, 2011
(unaudited) (unaudited)
------------------------
Cash and cash equivalents provided by (used for)
OPERATING ACTIVITIES
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Net operating cash flow200,620203,002
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FINANCING ACTIVITIES
Proceeds from drawdown of long-term debt266,849420,626
Scheduled repayments of long-term debt(119,642)(86,230)
Prepayments of long-term debt(440,699)(125,561)
Debt issuance costs(4,361)-
Contribution by Teekay Corporation relating to
acquisition of Rio das Ostras-2,000
Purchase of 49% interest in Teekay Offshore
Operating L.P.-(160,000)
Purchase of Peary Spirit LLC-(37,730)
Equity contribution from joint venture partner2,7503,750
Net proceeds from issuance of common units257,26020,289
Cash distributions paid by the Partnership(116,696)(95,329)
Cash distributions paid by subsidiaries to non-
controlling interests(5,767)(33,475)
Other-(658)
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Net financing cash flow(160,306)(92,318)
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INVESTING ACTIVITIES
Expenditures for vessels and equipment(44,166)(145,538)
Proceeds from sale of vessels and equipment16,48513,354
Investment in direct financing lease assets-316
Direct financing lease payments received13,18615,636
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Net investing cash flow(14,495)(116,232)
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Increase (decrease) in cash and cash equivalents25,819(5,548)
Cash and cash equivalents, beginning of the period179,934166,483
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Cash and cash equivalents, end of the period205,753160,935
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TEEKAY OFFSHORE PARTNERS L.P.
APPENDIX A - SPECIFIC ITEMS AFFECTING NET INCOME (LOSS)
(in thousands of U.S. dollars)
Set forth below is a reconciliation of the Partnership's unauditedadjusted net income (loss) attributable to the partners, a non-GAAPfinancial measure, to net income (loss) attributable to the partnersas determined in accordance with GAAP. The Partnership believes that,in addition to conventional measures prepared in accordance withGAAP, certain investors use this information to evaluate thePartnership's financial performance. The items below are alsotypically excluded by securities analysts in their publishedestimates of the Partnership's financial results. Adjusted net income(loss) attributable to the partners is intended to provide additionalinformation and should not be considered a substitute for measures ofperformance prepared in accordance with GAAP.
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Three Months EndedNine Months Ended
SeptemberSeptemberSeptemberSeptember
30, 201230, 201130, 201230, 2011
(unaudited) (unaudited) (unaudited) (unaudited)
----------------------------------------------
Net income (loss) - GAAP
basis14,339(75,375)57,313(44,697)
Adjustments:
Net (income) loss
attributable to non-
controlling interests(572)296(3,040)(18,360)
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Net income (loss)
attributable to the
partners13,767(75,079)54,273(63,057)
Add (subtract) specific
items affecting net income
(loss):
Foreign exchange
losses(1)1,3491,0924,9092,967
Foreign currency exchange
losses resulting from
hedging
ineffectiveness(2)60142294210
Deferred income tax
expense relating to
unrealized foreign
exchange gains(3)---10,096
Unrealized (gains) losses
on derivative
instruments(4)(835)87,56015,53389,591
Loss on sale of
vessels(5)340-2,561171
Write-down of vessels(6)8,85323,9619,90133,055
Termination fee(7)--(14,670)-
Restructuring charges and
other(8)754(5,239)(2,202)(366)
Non-controlling
interests' share of
items above29(808)4367,231
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Total adjustments10,550106,70816,762142,955
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Adjusted net income
attributable to the
partners24,31731,62971,03579,898
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(1) Foreign exchange losses primarily relate to the Partnership's
revaluation of all foreign currency-denominated monetary assets and
liabilities based on the prevailing exchange rate at the end of each
reporting period and unrealized gains or losses related to the
Partnership's cross currency swaps and exclude the realized gains
relating to the cross currency swaps for outstanding Norwegian bonds of
the Partnership.
(2) Foreign currency exchange losses resulting from hedging ineffectiveness
include the unrealized losses arising from hedge ineffectiveness from
foreign exchange forward contracts that are or have been designated as
hedges for accounting purposes.
(3) Portion of deferred income tax (recovery) expense related to unrealized
foreign exchange gains and losses. There is no adjustment for this item
for the three and nine months ended September 30, 2012, as a full
valuation allowance was taken starting in the third quarter of 2011
against the deferred tax asset.
(4) Reflects the unrealized (gains) losses due to changes in the mark-to-
market value of interest rate swaps and foreign exchange forward
contracts that are not designated as hedges for accounting purposes.
(5) Loss on sale of vessels relates to the sale of a 1992- built shuttle
tanker and a 1997-built conventional tanker in 2012 and the Karratha
Spirit FSO unit in 2011.
(6) The write-down of vessels for the three and nine months ended September
30, 2012 and 2011 relates to the valuation impairment of two shuttle
tankers in 2012 and three conventional tanker and one shuttle tanker in
2011, respectively, based on their estimated fair value.
(7) A termination fee was received upon cancellation of the Hamane Spirit
conventional tanker's time-charter contract with Teekay Corporation.
(8) Other items includes a loss of 0.8 million and 0.6 million for the
three months and nine months ended September 30, 2012, respectively,
related to the revaluation of a fair value adjustment of contingent
consideration liability associated with the purchase of the Scott
Spirit shuttle tanker. Other items include a one-time reversal of an
income tax accrual of 2.8 million for the nine months ended September
30, 2012. For the nine months ended September 30, 2011, restructuring
charges of 3.9 were incurred in connection with the sale of an FSO
unit and the termination of the charter contract of one of the
Partnership's shuttle tankers, and 0.9 million related to a one-time
management fee associated with the portion of stock-based compensation
grants for Teekay's former Chief Executive Officer that had not yet
vested prior to the date of his retirement on March 31, 2011. Other
items for the three and nine months ended September 30, 2011 include
(3.1) million related to the tax recovery on the loss on sale of the
Scotia Spirit and (2.1) million related to a cancelation fee related
to that vessel.
TEEKAY OFFSHORE PARTNERS L.P.
APPENDIX B - RECONCILIATION OF NON-GAAP FINANCIAL MEASURE
(in thousands of U.S. dollars)
Description of Non-GAAP Financial Measure - Distributable Cash Flow(DCF)
Distributable cash flow represents net income (loss) adjusted fordepreciation and amortization expense, non-controlling interest,non-cash items, distributions relating to equity financing ofnewbuilding installments, vessel acquisition costs, estimatedmaintenance capital expenditures, unrealized gains and losses fromderivatives, non-cash income taxes and unrealized foreign exchangerelated items. Maintenance capital expenditures represent thosecapital expenditures required to maintain over the long-term theoperating capacity of, or the revenue generated by, the Partnership'scapital assets. Distributable cash flow is a quantitative standardused in the publicly-traded partnership investment community toassist in evaluating a partnership's ability to make quarterly cashdistributions. Distributable cash flow is not defined by GAAP andshould not be considered as an alternative to net loss or any otherindicator of the Partnership's performance required by GAAP. Thetable below reconciles distributable cash flow to net income (loss)for the quarters ended September 30, 2012 and September 30, 2011,respectively.
-----------------------------------------------------------------------
----
Three Months Ended
SeptemberSeptember
30, 201230, 2011
(unaudited) (unaudited)
---------------------------------------------------------------------------
Net income (loss)14,339(75,375)
Add (subtract):
Loss on sale and write-down of vessels9,19323,961
Depreciation and amortization47,76846,903
Foreign exchange and other, net(2,113)3,775
Deferred income tax expense (recovery)501(3,920)
Distributions relating to equity financing of
newbuilding installments1,674-
Estimated maintenance capital expenditures(26,830)(26,121)
Unrealized (gains) losses on non-designated
derivative instruments(1)(835)87,560
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Distributable Cash Flow before Non-Controlling
Interest43,69756,783
Non-controlling interests' share of DCF(5,082)(4,634)
---------------------------------------------------------------------------
Distributable Cash Flow38,61552,149
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(1) Derivative instruments include interest rate swaps and foreign exchange
forward contracts.
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TEEKAY OFFSHORE PARTNERS L.P.
APPENDIX C - SUPPLEMENTAL SEGMENT INFORMATION
(in thousands of U.S. dollars)
---------------------------------------------------------------------------
Three Months Ended September 30, 2012
(unaudited)
Shuttle Conventional
TankerTankerFSOFPSO
SegmentSegment Segment SegmentTotal
---------------------------------------------------------------------------
Net revenues(1)117,43416,22012,17457,903 203,731
Vessel operating expenses32,2334,6737,93225,92970,767
Time-charter hire expense14,910---14,910
Depreciation and amortization30,2122,5802,25012,72647,768
General and administrative10,9691,8458805,91819,612
Loss on sale and write-down of
vessel9,193---9,193
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Income from vessel operations19,9177,1221,11213,33041,481
---------------------------------------------------------------------------
Three Months Ended September 30, 2011
(unaudited)
Shuttle Conventional
TankerTankerFSOFPSO
SegmentSegment Segment SegmentTotal
---------------------------------------------------------------------------
Net revenues(1)122,82529,20014,71342,066 208,804
Vessel operating expenses40,3275,9657,16418,18571,641
Time-charter hire expense18,620---18,620
Depreciation and amortization29,1025,5722,9459,28446,903
General and administrative12,4491,0216743,49917,643
Write-down of vessels8,31915,642--23,961
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Income from vessel operations14,0081,0003,93011,09830,036
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(1) Net revenues represents revenues less voyage expenses, which comprise
all expenses relating to certain voyages, including bunker fuel
expenses, port fees, canal tolls and brokerage commissions. Net
revenues is a non-GAAP financial measure used by certain investors to
measure the financial performance of shipping companies. Please see the
Partnership's web site at www.teekayoffshore.com for a reconciliation
of this non-GAAP measure as used in this release to the most directly
comparable GAAP financial measure.
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements (as defined inSection 21E of the Securities Exchange Act of 1934, as amended) whichreflect management's current views with respect to certain futureevents and performance, including statements regarding: factorsaffecting the Partnership's future growth prospects and stability ofits distributable cash flow, including the timing of the acquisitionof the Voyageur Spirit FPSO from Teekay, and anticipated financingarrangements for this FPSO unit including a new debt facility andproceeds from a 40 million equity private placement to Teekay; theimpact of the Voyageur Spirit FPSO acquisition on the Partnership'sdistributable cash flows; the potential for Teekay to offeradditional vessels to the Partnership and the Partnership'sacquisition of any such vessels, including the Petrojarl Foinaven,the Cidade de Itajai, the Hummingbird Spirit and the newbuilding FPSOunit that will service the Knarr field under contract with BG NorgeLimited; the timing of delivery of vessels under construction orconversion; the timing and amount of future increases to thePartnership's quarterly cash distribution, including the cashdistribution for the first quarter of 2013 to be paid in May 2013;and the potential for the Partnership to acquire other vessels oroffshore projects from Teekay or directly from third parties. Thefollowing factors are among those that could cause actual results todiffer materially from the forward-looking statements, which involverisks and uncertainties, and that should be considered in evaluatingany such statement: vessel operations and oil production volumes;significant changes in oil prices; variations in expected levels offield maintenance; increased operating expenses;different-than-expected levels of oil production in the North Sea andBrazil offshore fields; potential early termination of contracts;potential delays to the commencement of the Voyageur Spirit FPSOcharter contract; failure of Teekay to offer to the Partnershipadditional vessels; the inability of the joint venture between Teekayand Odebrecht to secure new Brazil FPSO projects that may be offeredfor sale to the Partnership; failure to obtain required approvals bythe Conflicts Committee of Teekay Offshore's general partner toacquire other vessels or offshore projects from Teekay or thirdparties; the Partnership's ability to raise adequate financing topurchase additional assets; and other factors discussed in TeekayOffshore's filings from time to time with the SEC, including itsReport on Form 20-F for the fiscal year ended December 31, 2011. ThePartnership expressly disclaims any obligation or undertaking torelease publicly any updates or revisions to any forward-lookingstatements contained herein to reflect any change in thePartnership's expectations with respect thereto or any change inevents, conditions or circumstances on which any such statement isbased.
Contacts:
Teekay Offshore Partners L.P.
Kent Alekson
Investor Relations Enquiries
1 (604) 609-6442
www.teekayoffshore.com
SOURCE: Teekay Offshore Partners L.P.
http://www.teekayoffshore.com
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