UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Date of Report: November 25, 2008
Commission
file number 1- 33198
TEEKAY
OFFSHORE PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
4th Floor
Belvedere Building
69 Pitts Bay Road
Hamilton, HM08 Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1).
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7).
Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):82-
Item 1 Information Contained in this Form 6-K Report
Attached
as Exhibit I is a copy of an announcement of Teekay Offshore Partners L.P. dated November 25,
2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TEEKAY OFFSHORE PARTNERS L.P.
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Date: November 25, 2008
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By:
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/s/ Peter Evensen
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Peter Evensen
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Chief Executive Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)
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TEEKAY OFFSHORE PARTNERS L.P.
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4
th
Floor, Belvedere Building, 69 Pitts Bay Road
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Hamilton, HM 08, Bermuda
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NEWS RELEASE
TEEKAY OFFSHORE PARTNERS REPORTS
RESTATED HISTORICAL RESULTS
Highlights
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Teekay Offshore has completed its previously announced financial restatement.
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As anticipated, there is no impact on the Partnerships previously reported distributable
cash flow, liquidity or cash distributions in any period.
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All restatement adjustments are non-cash in nature and do not affect the economics of the
Partnership.
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The Partnership will host a conference call on Tuesday, November 25, 2008 to discuss its
restated results and key elements of its financial position and outlook.
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Hamilton, Bermuda, November 25, 2008 Teekay Offshore Partners L.P.
(Teekay Offshore
or
the
Partnership)
(NYSE: TOO) today reported that it has restated its previously reported financial
results, including results for fiscal years 2003 through 2007 and the first and second quarters of
2008, to adjust its accounting treatment for:
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certain derivative transactions under the Statement of Financial Accounting Standards No.
133,
Accounting for Derivative Instruments and Hedging
(
SFAS 133
), as more fully discussed
below under Restatement for Accounting under SFAS 133 and Other;
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certain vessels it acquired from Teekay Corporation (
Teekay
) subsequent to the
Partnerships December 2006 initial public offering, whereby the Partnerships financial
statements have been retroactively adjusted to include the historical results of the vessels
from the date they were originally acquired by Teekay and began operating, as more fully
discussed below under Restatement for Changes to Accounting for Dropdown Transactions; and
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a subsidiary, Navion Shipping Ltd., which was disposed of on July 1, 2006 prior to the
Partnerships initial public offering and which has been reflected as a discontinued
operation for all periods prior to its disposition. The reclassification of the operations
of this subsidiary as discontinued operations for 2006 and prior periods does not affect
total assets, total partners equity, net income, earnings per unit or cash flows for any
period.
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It is important to emphasize that all of the restatement adjustments have no impact on the
Partnerships distributable cash flow
(1)
, liquidity or cash distributions in any
period, stated Peter Evensen, Chief Executive Officer of Teekay Offshore GP LLC, the Partnerships
general partner. Any adjustments to the Partnerships financial statements are due to changes in
accounting treatment only and have no impact on the economics of the Partnership or its actual cash
flows.
Mr. Evensen continued, Any adjustments to net income resulting from the change in the
Partnerships accounting treatment for hedge transactions are exclusively due to unrealized gains
or losses as a result of the change in the mark-to-market value of our hedging instruments at the
end of each reporting period, which have no cash impact. Additional adjustments, which came into
scope as a result of the Partnerships detailed and thorough restatement audit, also have no cash
impact. The change to our accounting treatment for vessel dropdowns simply means that vessels
acquired from Teekay are now reflected in the Partnerships comparative historical financial
statements for periods prior to the Partnerships actual acquisition of the vessels as if they had
been acquired by the Partnership at the time of their original purchase by Teekay. This adjustment
has no impact on the Partnerships financial results subsequent to the date the vessels were
acquired by the Partnership.
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(1)
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Distributable cash flow is a non-GAAP financial measure used by certain investors to measure
the financial performance of the Partnership and other master limited partnerships. Please
refer to Appendix A to this release for a reconciliation of this non-GAAP measure to the most
directly comparable GAAP financial measure.
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- more -
1
A summary of financial information reflecting the restatement adjustments for the three and six
months ended June 30, 2008 and 2007 and the three months ended March 31, 2008 is presented below.
Appendix B to this release provides a summary of the impact of the restatements on reported net
income for the fiscal years ended December 31, 2003 through 2007. Please see Information on SEC
Filings below for information about the Partnerships upcoming filings with the U.S. Securities
and Exchange Commission (
SEC
) relating to the restatements.
Summary of Restated Second Quarter 2008 Results
Since the restatement adjustments are all non-cash in nature, they have not impacted the
Partnerships distributable cash flow
(1)
or cash distributions. During the three months
ended June 30, 2008, the Partnership generated $10.5 million of distributable cash flow, an
increase from $6.8 million for the quarter ended March 31, 2008, primarily as a result of higher
shuttle tanker utilization, fewer drydockings performed during the second quarter and increased
cash flow as a result of the acquisition of an additional 25 percent interest in Teekay Offshore
Operating L.P. (
OPCO
) and OPCOs acquisition of two Aframax lightering vessels on June 18, 2008.
On August 1, 2008, the Partnership declared a cash distribution of $0.40 per unit for the quarter
ended June 30, 2008. The cash distribution was paid on August 14, 2008 to all unitholders of
record on August 7, 2008.
On November 3, 2008, the Partnership declared a cash distribution of $0.45 per unit for the quarter
ended September 30, 2008, an increase of $0.05 per unit, or 12.5 percent, from the previous
quarter. This distribution increase reflects the acquisitions completed on June 18, 2008. This
cash distribution was paid on November 14, 2008 to all unitholders of record on November 7, 2008.
The effect of the accounting adjustments noted above on previously reported net income for the
three and six months ended June 30, 2008 and 2007 and for the three months ended March 31, 2008 is
summarized in the table below. The results of vessels acquired from Teekay relating to the periods
prior to their acquisition by the Partnership are referred to herein as the
Dropdown Predecessor
.
Net Income (Loss)
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Three Months Ended
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Six Months Ended
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June 30, 2008
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March 31, 2008
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June 30, 2007
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June 30, 2008
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June 30, 2007
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(in thousands of U.S. dollars)
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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As Previously Reported
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$
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19,234
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$
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480
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$
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3,714
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$
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19,714
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$
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10,546
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Adjustments:
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Derivative Instruments
and
Other
(2)
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5,143
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(13,714
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)
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7,531
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(8,571
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)
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7,164
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Dropdown Predecessor
(3)
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848
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485
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509
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1,333
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1,278
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As Restated
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$
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25,225
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$
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(12,749
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)
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$
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11,754
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$
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12,476
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$
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18,988
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For the three months ended June 30, 2008, the Partnership now reports net income of $25.2 million,
compared to net income of $11.8 million for the same period last year. In the second quarter of
2008, net income before non-controlling interest includes a non-cash net gain of $48.9 million
relating primarily to unrealized gains on derivative instruments not qualifying for hedge
accounting and deferred income tax recoveries, net of foreign currency translation losses. In the
second quarter of 2007, net income before non-controlling interest includes a non-cash net gain
totaling $23.0 million relating primarily to unrealized gains on derivative instruments not
qualifying for hedge accounting, net of foreign currency translation losses and deferred income tax
expenses. Net voyage revenues
(4)
for the three months ended June 30, 2008 increased to
$164.7 million from $156.4 million in the same period last year.
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(1)
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Distributable cash flow is a non-GAAP financial measure used by certain investors to measure
the financial performance of the Partnership and other master limited partnerships. Please
refer to Appendix A to this release for a reconciliation of this non-GAAP measure to the most
directly comparable GAAP financial measure.
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(2)
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Please refer to Restatement for Accounting under SFAS 133 and Other included in this
release.
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(3)
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Please refer to Restatement for Changes to Accounting for Dropdown Transactions included in
this release.
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(4)
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Net voyage revenues represents voyage revenues less voyage expenses, which comprise all
expenses relating to certain voyages, including bunker fuel expenses, port fees, canal tolls
and brokerage commissions. Net voyage revenues is a non-GAAP financial measure used by
certain investors to measure the financial performance of shipping companies. Please see the
Partnerships web site at
www.teekayoffshore.com
for a reconciliation of this non-GAAP
measure as used in this release to the most directly comparable GAAP financial measure.
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- more -
2
Net income for the six months ended June 30, 2008 is now $12.5 million, compared to net income of
$19.0 million for the same period last year. For the six months ended June 30, 2008, net income
before non-controlling interest includes a non-cash net gain of $0.6 million relating primarily to
deferred income tax recoveries, net of unrealized losses on derivative instruments not qualifying
for hedge accounting and foreign currency translation losses. In the six months ended June 30,
2007, net income before non-controlling interest includes a non-cash net gain totaling $21.1
million relating primarily to unrealized gains on derivative instruments not qualifying for hedge
accounting and deferred income tax recoveries, net of foreign currency translation losses. Net
voyage revenues
(1)
for the six months ended June 30, 2008 increased to $318.2 million
from $314.1 million for the same period last year.
Further Information Regarding Restatement Items
Restatement for Accounting under SFAS 133 and Other
On August 7, 2008, the Partnership announced that it would restate its historical financial
statements to adjust its accounting treatment for certain derivative transactions under SFAS 133.
This restatement adjusts for certain interest rate swap agreements and foreign exchange forward
contracts that did not qualify for hedge accounting treatment under SFAS 133 as aspects of the
Partnerships hedge documentation did not meet the strict technical requirements of the standard.
Accordingly, the Partnership has now recognized the changes in the fair value of these derivatives
through the statement of income (loss) rather than directly to partners equity on the balance
sheet. This restatement, which is non-cash in nature, has resulted in adjustments to Teekay
Offshores previously reported net income, but does not affect the economics of any hedging
transactions or have any impact on the Partnerships previously reported distributable cash flow,
liquidity or cash distributions. The Partnership believes that the applicable derivative
transactions were consistent with its risk management policies and that its overall hedging
strategy continues to be sound.
The Partnership has discontinued the use of hedge accounting for its interest rate swap agreements.
As a result, the unrealized gains and losses due to the change in the fair values of these
derivative instruments will be reflected as increases or decreases to the Partnerships interest
expense going forward. This change will not impact the economics of hedging transactions, nor the
Partnerships distributable cash flow, liquidity or cash distributions in any future period.
The Partnership has also restated certain other items primarily relating to amounts attributable to
non-controlling interests.
Restatement for Changes to Accounting for Dropdown Transactions
Subsequent to the release of its preliminary second quarter financial results, the Partnership
reviewed and revised its accounting treatment for certain vessels it acquired through dropdown
transactions from Teekay. The Partnership has historically accounted for the acquisition of vessel
interests from Teekay as asset acquisitions (rather than business acquisitions) and recorded the
financial results of these vessels commencing from the date the vessels were acquired by Teekay
Offshore.
Although substantially all of the value relating to these transactions is attributable to the
vessels and associated time-charters, the Partnership has now determined that these related-party
vessel acquisitions should have been accounted for as business acquisitions (rather than asset
acquisitions) under the provision of the Statement of Financial Accounting Standards No. 141,
Business Combinations
(
SFAS 141
). Under SFAS 141, business acquisitions for entities under common
control which have begun operations are required to be accounted for in a manner whereby the
Partnerships financial statements are retroactively adjusted to include the historical results of
the acquired vessels from the date the vessels were originally under the control of Teekay.
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(1)
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Net voyage revenues represents voyage revenues less voyage expenses, which comprise all
expenses relating to certain voyages, including bunker fuel expenses, port fees, canal tolls
and brokerage commissions. Net voyage revenues is a non-GAAP financial measure used by
certain investors to measure the financial performance of shipping companies. Please see the
Partnerships web site at
www.teekayoffshore.com
for a reconciliation of this non-GAAP
measure as used in this release to the most directly comparable GAAP financial measure.
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- more -
3
Accordingly, the Partnership has recast its historical financial results, including results for the
quarters ended June 30, 2008 and March 31, 2008 and the fiscal years ended December 31, 2003
through 2007. The table below lists the four vessels acquired by Teekay Offshore from Teekay
subsequent to the Partnerships December 2006 initial public offering that were formerly operated
by Teekay. A fifth vessel, the Navion Gothenburg, has not been included as part of the Dropdown
Predecessor as it began operations concurrently with the Partnerships acquisition of a 50 percent
interest in this vessel from Teekay on July 24, 2007.
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Vessel
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Dropdown Predecessor Period
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Dampier Spirit
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March 15, 1998 to September 30, 2007
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Navion Bergen
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April 16, 2007 to June 30, 2007
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SPT Explorer
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January 7, 2008 to June 17, 2008
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SPT Navigator
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March 28, 2008 to June 17, 2008
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The retroactive adjustments to reflect the results of the Dropdown Predecessor have resulted in
changes to Teekay Offshores previously reported net income and total partners equity. As they
are non-cash in nature, these adjustments have not resulted in changes to the Partnerships
previously reported distributable cash flow, liquidity or cash distributions. The effects of these
adjustments relating to the Dropdown Predecessor on the Partnerships previously reported net
income for the three and six months ended June 30, 2008 are increases of $0.8 million and $1.3
million, respectively. The Dropdown Predecessor adjustments have no effect on the previously
reported partners equity as at June 30, 2008.
Information on SEC Filings
More detailed financial information relating to the restatements will be included in the amended
Form 20-F/A for the fiscal year ended December 31, 2007 (certain financial information will be
included for annual fiscal periods from 2003 through 2007), in the amended Form 6-K/A for the
quarter ended March 31, 2008 and in the Form 6-K for the quarter ended June 30, 2008, which the
Partnership expects to file with or furnish to, as applicable, the SEC and make available on the
its web site at
www.teekayoffshore.com
no later than December 5, 2008. For a summary of the impact
of the restatements on reported net income for the fiscal years ended December 31, 2003 through
2007, please refer to Appendix B of this release.
- more -
4
About Teekay Offshore Partners L.P.
Teekay Offshore Partners L.P., a publicly-traded master limited partnership formed by Teekay
Corporation (NYSE: TK), is an international provider of marine transportation and storage services
to the offshore oil industry. Teekay Offshore Partners owns a 51 percent interest in and controls
Teekay Offshore Operating L.P., a Marshall Islands limited partnership with a fleet of 34 shuttle
tankers (including nine chartered-in vessels), four FSO units, nine double-hull conventional oil
tankers and two lightering vessels. In addition, Teekay Offshore Partners L.P. has direct
ownership interests in two shuttle tankers and one FSO unit. Teekay Offshore Partners also has
rights to participate in certain FPSO opportunities.
Teekay Offshore Partners common units trade on the New York Stock Exchange under the symbol TOO.
Conference Call
Teekay Offshore plans to host a conference call at 3:00 p.m. ET on Tuesday, November 25, 2008, to
discuss the Partnerships restated results. In addition, the Partnership will take the opportunity
to discuss key elements of its financial position and outlook. All unitholders and interested
parties are invited to listen to the live conference call at
www.teekayoffshore.com
or by dialing
(866) 322-1159, or (416) 640-3404 if outside North America, and quoting confirmation code 2910084.
The Partnership plans to make available a recording of the conference call until midnight December
2, 2008 by dialing (888) 203-1112 or (647) 436-0148, and entering access code 2910084, or via the
Partnerships web site until December 24, 2008.
An investor presentation to accompany this conference call will be made available on the
Partnerships web site at
www.teekayoffshore.com
prior to the start of the call.
For Investor Relations enquiries contact:
Kent Alekson
Tel: +1 (604) 609-6442
For Media enquiries contact:
Alana Duffy
Tel: +1 (604) 844-6605
Web site:
www.teekayoffshore.com
- more -
5
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY RESTATED CONSOLIDATED STATEMENT OF INCOME
(in thousands of U.S. dollars, except unit data)
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Three Months Ended June 30, 2008
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Adjustments
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Derivative
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As Previously
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Instruments
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Dropdown
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As
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Reported
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and Other
(1)
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Predecessor
(2)
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Restated
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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VOYAGE REVENUES
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222,282
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2,202
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224,484
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OPERATING EXPENSES
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Voyage expenses
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59,811
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59,811
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Vessel operating expenses
(3)
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45,970
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(463
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)
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45,507
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Time-charter hire expense
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32,262
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32,262
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Depreciation and amortization
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35,747
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700
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36,447
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General and administrative
(3)
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15,869
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(185
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)
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15,684
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189,659
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(648
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700
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189,711
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Income from vessel operations
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32,623
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648
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1,502
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34,773
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OTHER ITEMS
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Interest (expense) gain
(4)(5)
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17,860
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5,947
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(654
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)
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23,153
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Interest income
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1,051
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1,051
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Income tax recovery
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5,942
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1,600
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7,542
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Foreign exchange loss
(3)
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(533
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)
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(577
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)
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(1,110
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)
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Other income net
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2,314
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2,314
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Net income before non-controlling interest
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59,257
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7,618
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|
848
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67,723
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Non-controlling interest
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(40,023
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)
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(2,475
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)
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(42,498
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)
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Net income
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19,234
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5,143
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|
848
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25,225
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Limited partners units outstanding:
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Weighted-average number of common units
outstanding
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Basic and diluted
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11,151,648
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11,151,648
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Weighted-average number of subordinated
units outstanding
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|
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Basic and diluted
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9,800,000
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9,800,000
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Weighted-average number of total units
outstanding
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Basic and diluted
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20,951,648
|
|
|
|
|
|
|
|
|
|
|
|
20,951,648
|
|
|
|
|
|
|
|
|
(1)
|
|
Please refer to Restatement for Accounting under SFAS 133 and Other included in this
release.
|
|
(2)
|
|
Relates to the results of the Dropdown Predecessor for two vessels, the
SPT Explorer
and the
SPT Navigator
, from April 1, 2008 to June 17, 2008, when these vessels were
operating and under the common control of Teekay prior to their acquisition by Teekay
Offshore. Please refer to Restatement for Changes to Accounting for Dropdown
Transactions included in this release.
|
|
(3)
|
|
Adjustments to vessel operating expenses, general and administrative and foreign
exchange loss reflect the unrealized gains and losses from the change in fair value of
certain foreign exchange forward contracts that do not qualify as effective hedges for
accounting purposes.
|
|
(4)
|
|
Interest (expense) gain has been restated to reflect the unrealized gains and losses
on interest rate swap agreements that do not qualify as effective hedges for accounting
purposes.
|
|
(5)
|
|
Restated interest (expense) gain includes $41.9 million of unrealized gains for the
three months ended June 30, 2008 relating to the change in fair value of interest rate
swap agreements.
|
- more -
6
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY RESTATED CONSOLIDATED STATEMENT OF INCOME (LOSS)
(in thousands of U.S. dollars, except unit data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2008
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
|
|
|
|
|
|
|
|
As Previously
|
|
Instruments
|
|
Dropdown
|
|
As
|
|
|
|
Reported
|
|
and Other
(1)
|
|
Predecessor
(2)
|
|
Restated
|
|
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VOYAGE REVENUES
|
|
|
|
203,786
|
|
|
|
|
|
|
|
1,146
|
|
|
|
204,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses
|
|
|
|
51,377
|
|
|
|
|
|
|
|
|
|
|
|
51,377
|
|
Vessel operating expenses
(3)
|
|
|
|
41,486
|
|
|
|
445
|
|
|
|
|
|
|
|
41,931
|
|
Time-charter hire expense
|
|
|
|
33,646
|
|
|
|
|
|
|
|
|
|
|
|
33,646
|
|
Depreciation and amortization
|
|
|
|
32,546
|
|
|
|
|
|
|
|
366
|
|
|
|
32,912
|
|
General and administrative
(3)
|
|
|
|
15,594
|
|
|
|
(276
|
)
|
|
|
|
|
|
|
15,318
|
|
|
|
|
|
|
|
|
|
174,649
|
|
|
|
169
|
|
|
|
366
|
|
|
|
175,184
|
|
|
|
|
|
Income (loss) from vessel operations
|
|
|
|
29,137
|
|
|
|
(169
|
)
|
|
|
780
|
|
|
|
29,748
|
|
|
|
|
|
OTHER ITEMS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
(4)(5)
|
|
|
|
(23,967
|
)
|
|
|
(42,927
|
)
|
|
|
(295
|
)
|
|
|
(67,189
|
)
|
Interest income
|
|
|
|
1,249
|
|
|
|
|
|
|
|
|
|
|
|
1,249
|
|
Income tax expense
|
|
|
|
(197
|
)
|
|
|
|
|
|
|
|
|
|
|
(197
|
)
|
Foreign exchange (loss) gain
(3)
|
|
|
|
(3,338
|
)
|
|
|
875
|
|
|
|
|
|
|
|
(2,463
|
)
|
Other income net
|
|
|
|
2,626
|
|
|
|
|
|
|
|
|
|
|
|
2,626
|
|
|
|
|
|
Net income (loss) before non-controlling
interest
|
|
|
|
5,510
|
|
|
|
(42,221
|
)
|
|
|
485
|
|
|
|
(36,226
|
)
|
Non-controlling interest
|
|
|
|
(5,030
|
)
|
|
|
28,507
|
|
|
|
|
|
|
|
23,477
|
|
|
|
|
|
Net income (loss)
|
|
|
|
480
|
|
|
|
(13,714
|
)
|
|
|
485
|
|
|
|
(12,749
|
)
|
|
|
|
|
Limited partners units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common units
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
9,800,000
|
|
|
|
|
|
|
|
|
|
|
|
9,800,000
|
|
Weighted-average number of subordinated
units outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
9,800,000
|
|
|
|
|
|
|
|
|
|
|
|
9,800,000
|
|
Weighted-average number of total units
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
19,600,000
|
|
|
|
|
|
|
|
|
|
|
|
19,600,000
|
|
|
|
|
|
|
|
|
(1)
|
|
Please refer to Restatement for Accounting under SFAS 133 and Other included in this
release.
|
|
(2)
|
|
Relates to the results of the Dropdown Predecessor (as at June 30, 2008) for two
vessels, the
SPT Explorer
and the
SPT Navigator
, from January 7, 2008 and March 28, 2008,
respectively, to March 31, 2008, when these vessels were operating and under the common
control of Teekay prior to their acquisition by Teekay Offshore. Please refer to
Restatement for Changes to Accounting for Dropdown Transactions included in this
release.
|
|
(3)
|
|
Adjustments to vessel operating expenses, general and administrative and foreign
exchange (loss) gain reflect the unrealized gains and losses from the change in fair value
of certain foreign exchange forward contracts that do not qualify as effective hedges for
accounting purposes.
|
|
(4)
|
|
Interest expense has been restated to reflect the unrealized gains and losses on
interest rate swap agreements that do not qualify as effective hedges for accounting
purposes.
|
|
(5)
|
|
Restated interest expense includes $45.4 million of unrealized losses for the three
months ended March 31, 2008 relating to the change in fair value of interest rate swap
agreements.
|
- more -
7
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY RESTATED CONSOLIDATED STATEMENT OF INCOME
(in thousands of U.S. dollars, except unit data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2007
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
|
|
|
|
|
|
|
|
As Previously
|
|
Instruments
|
|
Dropdown
|
|
As
|
|
|
|
Reported
|
|
and Other
(1)
|
|
Predecessor
(2)
|
|
Restated
|
|
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VOYAGE REVENUES
|
|
|
|
189,189
|
|
|
|
|
|
|
|
4,025
|
|
|
|
193,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses
|
|
|
|
36,805
|
|
|
|
|
|
|
|
54
|
|
|
|
36,859
|
|
Vessel operating expenses
(3)
|
|
|
|
33,559
|
|
|
|
11
|
|
|
|
2,566
|
|
|
|
36,136
|
|
Time-charter hire expense
|
|
|
|
36,473
|
|
|
|
|
|
|
|
|
|
|
|
36,473
|
|
Depreciation and amortization
|
|
|
|
29,033
|
|
|
|
|
|
|
|
1,095
|
|
|
|
30,128
|
|
General and administrative
|
|
|
|
16,248
|
|
|
|
|
|
|
|
342
|
|
|
|
16,590
|
|
|
|
|
|
|
|
|
|
152,118
|
|
|
|
11
|
|
|
|
4,057
|
|
|
|
156,186
|
|
|
|
|
|
Income (loss) from vessel operations
|
|
|
|
37,071
|
|
|
|
(11
|
)
|
|
|
(32
|
)
|
|
|
37,028
|
|
|
|
|
|
OTHER ITEMS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest (expense) gain
(4)(5)
|
|
|
|
(17,553
|
)
|
|
|
29,485
|
|
|
|
(1,338
|
)
|
|
|
10,594
|
|
Interest income
|
|
|
|
1,347
|
|
|
|
|
|
|
|
97
|
|
|
|
1,444
|
|
Income tax (expense) recovery
|
|
|
|
(532
|
)
|
|
|
|
|
|
|
559
|
|
|
|
27
|
|
Foreign exchange (loss) gain
(3)
|
|
|
|
(5,797
|
)
|
|
|
(4
|
)
|
|
|
1,223
|
|
|
|
(4,578
|
)
|
Other income net
|
|
|
|
2,582
|
|
|
|
|
|
|
|
|
|
|
|
2,582
|
|
|
|
|
|
Net income before non-controlling interest
|
|
|
|
17,118
|
|
|
|
29,470
|
|
|
|
509
|
|
|
|
47,097
|
|
Non-controlling interest
|
|
|
|
(13,404
|
)
|
|
|
(21,939
|
)
|
|
|
|
|
|
|
(35,343
|
)
|
|
|
|
|
Net income
|
|
|
|
3,714
|
|
|
|
7,531
|
|
|
|
509
|
|
|
|
11,754
|
|
|
|
|
|
Limited partners units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common units
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
9,800,000
|
|
|
|
|
|
|
|
|
|
|
|
9,800,000
|
|
Weighted-average number of subordinated
units outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
9,800,000
|
|
|
|
|
|
|
|
|
|
|
|
9,800,000
|
|
Weighted-average number of total units
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
19,600,000
|
|
|
|
|
|
|
|
|
|
|
|
19,600,000
|
|
|
|
|
|
|
|
|
(1)
|
|
Please refer to Restatement for Accounting under SFAS 133 and Other included in this
release.
|
|
(2)
|
|
Relates to the results of the Dropdown Predecessor for two vessels, the
Dampier Spirit
and the
Navion Bergen
, from April 1, 2007 and April 16, 2007, respectively, to June 30,
2007, when these vessels were operating and under the common control of Teekay prior to
their acquisition by Teekay Offshore. Please refer to Restatement for Changes to
Accounting for Dropdown Transactions included in this release.
|
|
(3)
|
|
Adjustments to vessel operating expenses and foreign exchange (loss) gain reflect the
unrealized gains and losses from the change in fair value of certain foreign exchange
forward contracts that do not qualify as effective hedges for accounting purposes.
|
|
(4)
|
|
Interest (expense) gain has been restated to reflect the unrealized gains and losses
on interest rate swap agreements that do not qualify as effective hedges for accounting
purposes.
|
|
(5)
|
|
Restated interest (expense) gain includes $30.1 million of unrealized gains for the
three months ended June 30, 2007 relating to the change in fair value of interest rate
swap agreements.
|
- more -
8
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY RESTATED CONSOLIDATED STATEMENT OF INCOME
(in thousands of U.S. dollars, except unit data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2008
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
|
|
|
|
|
|
|
|
As Previously
|
|
Instruments
|
|
Dropdown
|
|
As
|
|
|
|
Reported
|
|
and Other
(1)
|
|
Predecessor
(2)
|
|
Restated
|
|
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VOYAGE REVENUES
|
|
|
|
426,068
|
|
|
|
|
|
|
|
3,348
|
|
|
|
429,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses
|
|
|
|
111,188
|
|
|
|
|
|
|
|
|
|
|
|
111,188
|
|
Vessel operating expenses
(3)
|
|
|
|
87,456
|
|
|
|
(18
|
)
|
|
|
|
|
|
|
87,438
|
|
Time-charter hire expense
|
|
|
|
65,908
|
|
|
|
|
|
|
|
|
|
|
|
65,908
|
|
Depreciation and amortization
|
|
|
|
68,293
|
|
|
|
|
|
|
|
1,066
|
|
|
|
69,359
|
|
General and administrative
(3)
|
|
|
|
31,463
|
|
|
|
(461
|
)
|
|
|
|
|
|
|
31,002
|
|
|
|
|
|
|
|
|
|
364,308
|
|
|
|
(479
|
)
|
|
|
1,066
|
|
|
|
364,895
|
|
|
|
|
|
Income from vessel operations
|
|
|
|
61,760
|
|
|
|
479
|
|
|
|
2,282
|
|
|
|
64,521
|
|
|
|
|
|
OTHER ITEMS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
(4)(5)
|
|
|
|
(6,107
|
)
|
|
|
(36,980
|
)
|
|
|
(949
|
)
|
|
|
(44,036
|
)
|
Interest income
|
|
|
|
2,300
|
|
|
|
|
|
|
|
|
|
|
|
2,300
|
|
Income tax recovery
|
|
|
|
5,745
|
|
|
|
1,600
|
|
|
|
|
|
|
|
7,345
|
|
Foreign exchange (loss) gain
(3)
|
|
|
|
(3,871
|
)
|
|
|
298
|
|
|
|
|
|
|
|
(3,573
|
)
|
Other income net
|
|
|
|
4,940
|
|
|
|
|
|
|
|
|
|
|
|
4,940
|
|
|
|
|
|
Net income (loss) before non-controlling
interest
|
|
|
|
64,767
|
|
|
|
(34,603
|
)
|
|
|
1,333
|
|
|
|
31,497
|
|
Non-controlling interest
|
|
|
|
(45,053
|
)
|
|
|
26,032
|
|
|
|
|
|
|
|
(19,021
|
)
|
|
|
|
|
Net income (loss)
|
|
|
|
19,714
|
|
|
|
(8,571
|
)
|
|
|
1,333
|
|
|
|
12,476
|
|
|
|
|
|
Limited partners units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common units
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
10,475,824
|
|
|
|
|
|
|
|
|
|
|
|
10,475,824
|
|
Weighted-average number of subordinated
units outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
9,800,000
|
|
|
|
|
|
|
|
|
|
|
|
9,800,000
|
|
Weighted-average number of total units
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
20,275,824
|
|
|
|
|
|
|
|
|
|
|
|
20,275,824
|
|
|
|
|
|
|
|
|
(1)
|
|
Please refer to Restatement for Accounting under SFAS 133 and Other included in this
release.
|
|
(2)
|
|
Relates to the results of the Dropdown Predecessor for two vessels, the
SPT Explorer
and the
SPT Navigator
, from January 7, 2008 and March 28, 2008, respectively, to June 17,
2008, when these vessels were operating and under the common control of Teekay prior to
their acquisition by Teekay Offshore. Please refer to Restatement for Changes to
Accounting for Dropdown Transactions included in this release.
|
|
(3)
|
|
Adjustments to vessel operating expenses, general and administrative and foreign
exchange (loss) gain reflect the unrealized gains and losses from the change in fair value
of certain foreign exchange forward contracts that do not qualify as effective hedges for
accounting purposes.
|
|
(4)
|
|
Interest expense has been restated to reflect the unrealized gains and losses on
interest rate swap agreements that do not qualify as effective hedges for accounting
purposes.
|
|
(5)
|
|
Restated interest expense includes $3.5 million of unrealized losses for the six
months ended June 30, 2008 relating to the change in fair value of interest rate swap
agreements.
|
- more -
9
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY RESTATED CONSOLIDATED STATEMENT OF INCOME
(in thousands of U.S. dollars, except unit data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2007
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
|
|
|
|
|
|
|
|
As Previously
|
|
Instruments
|
|
Dropdown
|
|
As
|
|
|
|
Reported
|
|
and Other
(1)
|
|
Predecessor
(2)
|
|
Restated
|
|
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VOYAGE REVENUES
|
|
|
|
379,941
|
|
|
|
|
|
|
|
5,573
|
|
|
|
385,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses
|
|
|
|
71,340
|
|
|
|
|
|
|
|
54
|
|
|
|
71,394
|
|
Vessel operating expenses
(3)
|
|
|
|
63,778
|
|
|
|
22
|
|
|
|
3,694
|
|
|
|
67,494
|
|
Time-charter hire expense
|
|
|
|
74,588
|
|
|
|
|
|
|
|
|
|
|
|
74,588
|
|
Depreciation and amortization
|
|
|
|
57,624
|
|
|
|
|
|
|
|
1,328
|
|
|
|
58,952
|
|
General and administrative
|
|
|
|
31,422
|
|
|
|
|
|
|
|
637
|
|
|
|
32,059
|
|
|
|
|
|
|
|
|
|
298,752
|
|
|
|
22
|
|
|
|
5,713
|
|
|
|
304,487
|
|
|
|
|
|
Income (loss) from vessel operations
|
|
|
|
81,189
|
|
|
|
(22
|
)
|
|
|
(140
|
)
|
|
|
81,027
|
|
|
|
|
|
OTHER ITEMS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest (expense) gain
(4)(5)
|
|
|
|
(36,062
|
)
|
|
|
27,985
|
|
|
|
(1,344
|
)
|
|
|
(9,421
|
)
|
Interest income
|
|
|
|
2,484
|
|
|
|
|
|
|
|
97
|
|
|
|
2,581
|
|
Income tax recovery
|
|
|
|
3,374
|
|
|
|
|
|
|
|
1,254
|
|
|
|
4,628
|
|
Foreign exchange (loss) gain
(3)
|
|
|
|
(9,957
|
)
|
|
|
(4
|
)
|
|
|
1,411
|
|
|
|
(8,550
|
)
|
Other income net
|
|
|
|
5,301
|
|
|
|
|
|
|
|
|
|
|
|
5,301
|
|
|
|
|
|
Net income before non-controlling interest
|
|
|
|
46,329
|
|
|
|
27,959
|
|
|
|
1,278
|
|
|
|
75,566
|
|
Non-controlling interest
|
|
|
|
(35,783
|
)
|
|
|
(20,795
|
)
|
|
|
|
|
|
|
(56,578
|
)
|
|
|
|
|
Net income
|
|
|
|
10,546
|
|
|
|
7,164
|
|
|
|
1,278
|
|
|
|
18,988
|
|
|
|
|
|
Limited partners units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common units
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
9,800,000
|
|
|
|
|
|
|
|
|
|
|
|
9,800,000
|
|
Weighted-average number of subordinated
units outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
9,800,000
|
|
|
|
|
|
|
|
|
|
|
|
9,800,000
|
|
Weighted-average number of total units
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
|
19,600,000
|
|
|
|
|
|
|
|
|
|
|
|
19,600,000
|
|
|
|
|
|
|
|
|
(1)
|
|
Please refer to Restatement for Accounting under SFAS 133 and Other included in this
release.
|
|
(2)
|
|
Relates to the results of the Dropdown Predecessor for two vessels, the
Dampier Spirit
and the
Navion Bergen
, from January 1, 2007 and April 16, 2007, respectively, to June 30,
2007, when these vessels were operating and under the common control of Teekay prior to
their acquisition by Teekay Offshore. Please refer to Restatement for Changes to
Accounting for Dropdown Transactions included in this release.
|
|
(3)
|
|
Adjustments to vessel operating expenses and foreign exchange (loss) gain reflect the
unrealized gains and losses from the change in fair value of certain foreign exchange
forward contracts that do not qualify as effective hedges for accounting purposes.
|
|
(4)
|
|
Interest (expense) gain has been restated to reflect the unrealized gains and losses
on interest rate swap agreements that do not qualify as effective hedges for accounting
purposes.
|
|
(5)
|
|
Restated interest (expense) gain includes $28.6 million of unrealized gains for the
six months ended June 30, 2007 relating to the change in fair value of interest rate swap
agreements.
|
- more -
10
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY CONSOLIDATED BALANCE SHEET
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at June 30, 2008
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
|
|
|
|
|
|
|
As Previously
|
|
Instruments
|
|
Dropdown
|
|
As
|
|
|
Reported
|
|
and Other
(1)
|
|
Predecessor
(2)
|
|
Reported
|
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
113,021
|
|
|
|
|
|
|
|
|
|
|
|
113,021
|
|
Other current assets
|
|
|
112,456
|
|
|
|
|
|
|
|
|
|
|
|
112,456
|
|
Vessels and equipment
|
|
|
1,751,281
|
|
|
|
|
|
|
|
|
|
|
|
1,751,281
|
|
Other assets
|
|
|
80,379
|
|
|
|
|
|
|
|
|
|
|
|
80,379
|
|
Intangible assets
|
|
|
50,323
|
|
|
|
|
|
|
|
|
|
|
|
50,323
|
|
Goodwill
|
|
|
127,113
|
|
|
|
|
|
|
|
|
|
|
|
127,113
|
|
|
Total Assets
|
|
|
2,234,573
|
|
|
|
|
|
|
|
|
|
|
|
2,234,573
|
|
|
LIABILITIES AND PARTNERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
56,596
|
|
|
|
|
|
|
|
|
|
|
|
56,596
|
|
Advances from affiliates
|
|
|
9,472
|
|
|
|
|
|
|
|
|
|
|
|
9,472
|
|
Current portion of long-term debt
|
|
|
96,988
|
|
|
|
|
|
|
|
|
|
|
|
96,988
|
|
Current portion of derivative instruments
|
|
|
17,377
|
|
|
|
|
|
|
|
|
|
|
|
17,377
|
|
Long-term debt
|
|
|
1,521,519
|
|
|
|
|
|
|
|
|
|
|
|
1,521,519
|
|
Other long-term liabilities
|
|
|
111,168
|
|
|
|
|
|
|
|
|
|
|
|
111,168
|
|
Non-controlling interest
|
|
|
244,219
|
|
|
|
2,365
|
|
|
|
|
|
|
|
246,584
|
|
Partners equity
|
|
|
177,234
|
|
|
|
(2,365
|
)
|
|
|
|
|
|
|
174,869
|
|
|
Total Liabilities and Partners Equity
|
|
|
2,234,573
|
|
|
|
|
|
|
|
|
|
|
|
2,234,573
|
|
|
|
|
|
(1)
|
|
Please refer to Restatement for Accounting under SFAS 133 and Other included in this
release.
|
|
(2)
|
|
There is no balance sheet impact at June 30, 2008 due to the results of the Dropdown
Predecessor for the
SPT Explorer
and the
SPT Navigator,
as these vessels were acquired by
the Partnership on June 18, 2008. Please refer to Restatement for Changes to Accounting
for Dropdown Transactions included in this release.
|
- more -
11
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY RESTATED CONSOLIDATED BALANCE SHEET
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2007
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
|
|
|
|
|
|
|
As Previously
|
|
Instruments
|
|
Dropdown
|
|
As
|
|
|
Reported
|
|
and Other
(1)
|
|
Predecessor
(2)
|
|
Restated
|
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
121,224
|
|
|
|
|
|
|
|
|
|
|
|
121,224
|
|
Other current assets
|
|
|
107,172
|
|
|
|
|
|
|
|
|
|
|
|
107,172
|
|
Vessels and equipment
|
|
|
1,662,865
|
|
|
|
|
|
|
|
|
|
|
|
1,662,865
|
|
Other assets
|
|
|
92,622
|
|
|
|
|
|
|
|
|
|
|
|
92,622
|
|
Intangible assets
|
|
|
55,355
|
|
|
|
|
|
|
|
|
|
|
|
55,355
|
|
Goodwill
|
|
|
127,113
|
|
|
|
|
|
|
|
|
|
|
|
127,113
|
|
|
Total Assets
|
|
|
2,166,351
|
|
|
|
|
|
|
|
|
|
|
|
2,166,351
|
|
|
LIABILITIES AND PARTNERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
50,540
|
|
|
|
|
|
|
|
|
|
|
|
50,540
|
|
Current portion of long-term debt
|
|
|
64,060
|
|
|
|
|
|
|
|
|
|
|
|
64,060
|
|
Current portion of derivative instruments
|
|
|
5,277
|
|
|
|
|
|
|
|
|
|
|
|
5,277
|
|
Long-term debt
|
|
|
1,453,407
|
|
|
|
|
|
|
|
|
|
|
|
1,453,407
|
|
Other long-term liabilities
|
|
|
120,453
|
|
|
|
2,600
|
|
|
|
|
|
|
|
123,053
|
|
Non-controlling interest
|
|
|
391,645
|
|
|
|
968
|
|
|
|
|
|
|
|
392,613
|
|
Partners equity
|
|
|
80,969
|
|
|
|
(3,568
|
)
|
|
|
|
|
|
|
77,401
|
|
|
Total Liabilities and Partners Equity
|
|
|
2,166,351
|
|
|
|
|
|
|
|
|
|
|
|
2,166,351
|
|
|
|
|
|
(1)
|
|
Please refer to Restatement for Accounting under SFAS 133 and Other included in this
release.
|
|
(2)
|
|
There is no balance sheet impact at December 31, 2007 due to the results of the Dropdown
Predecessor for the
Dampier Spirit
and the
Navion Bergen
, as these vessels were acquired by
the Partnership on July 1, 2007 and October 1, 2007, respectively. Please refer to
Restatement for Changes to Accounting for Dropdown Transactions included in this release.
|
- more -
12
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2008
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
Prior to
|
|
Derivative
|
|
|
|
|
|
|
Retroactive
|
|
Instruments
|
|
Dropdown
|
|
As
|
|
|
Adjustment
|
|
and Other
(1)
|
|
Predecessor
(2)
|
|
Reported
|
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
Cash and cash equivalents provided by (used for)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating cash flow
|
|
|
52,946
|
|
|
|
|
|
|
|
2,493
|
|
|
|
55,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from long-term debt
|
|
|
67,000
|
|
|
|
|
|
|
|
44,338
|
|
|
|
111,338
|
|
Scheduled repayments of long-term debt
|
|
|
(14,298
|
)
|
|
|
|
|
|
|
|
|
|
|
(14,298
|
)
|
Prepayments of long-term debt
|
|
|
(41,000
|
)
|
|
|
|
|
|
|
|
|
|
|
(41,000
|
)
|
Net advances to affiliates
|
|
|
|
|
|
|
|
|
|
|
(46,544
|
)
|
|
|
(46,544
|
)
|
Proceeds from issuance of common units
|
|
|
209,184
|
|
|
|
|
|
|
|
|
|
|
|
209,184
|
|
Expenses from issuance of common units
|
|
|
(5,431
|
)
|
|
|
|
|
|
|
|
|
|
|
(5,431
|
)
|
Distribution to Teekay Corporation relating to the purchase
of SPT Explorer L.L.C. and SPT Navigator L.L.C.
|
|
|
(16,661
|
)
|
|
|
|
|
|
|
|
|
|
|
(16,661
|
)
|
Excess of purchase price over the contributed basis of a
25% interest in Teekay Offshore Operating L.P.
|
|
|
(93,782
|
)
|
|
|
|
|
|
|
|
|
|
|
(93,782
|
)
|
Cash distribution paid
|
|
|
(16,000
|
)
|
|
|
|
|
|
|
|
|
|
|
(16,000
|
)
|
Other
|
|
|
(1,032
|
)
|
|
|
|
|
|
|
(287
|
)
|
|
|
(1,319
|
)
|
|
Net financing cash flow
|
|
|
87,980
|
|
|
|
|
|
|
|
(2,493
|
)
|
|
|
85,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for vessels and equipment
|
|
|
(49,055
|
)
|
|
|
|
|
|
|
|
|
|
|
(49,055
|
)
|
Investment in direct financing lease assets
|
|
|
(29
|
)
|
|
|
|
|
|
|
|
|
|
|
(29
|
)
|
Direct financing lease payments received
|
|
|
11,701
|
|
|
|
|
|
|
|
|
|
|
|
11,701
|
|
Purchase of a 25% interest in Teekay Offshore Operating L.P.
|
|
|
(111,746
|
)
|
|
|
|
|
|
|
|
|
|
|
(111,746
|
)
|
|
Net investing cash flow
|
|
|
(149,129
|
)
|
|
|
|
|
|
|
|
|
|
|
(149,129
|
)
|
|
Decrease in cash and cash equivalents
|
|
|
(8,203
|
)
|
|
|
|
|
|
|
|
|
|
|
(8,203
|
)
|
Cash and cash equivalents, beginning of the period
|
|
|
121,224
|
|
|
|
|
|
|
|
|
|
|
|
121,224
|
|
|
Cash and cash equivalents, end of the period
|
|
|
113,021
|
|
|
|
|
|
|
|
|
|
|
|
113,021
|
|
|
|
|
|
(1)
|
|
Please refer to Restatement for Accounting under SFAS 133 and Other included in this
release.
|
|
(2)
|
|
Relates to classification adjustments for the Dropdown Predecessor for two vessels,
the
SPT Explorer
and the
SPT Navigator
, from January 7, 2008 and March 28, 2008,
respectively, to June 17, 2008, when these vessels were operating and under the common
control of Teekay prior to their acquisition by Teekay Offshore. Please refer to
Restatement for Changes to Accounting for Dropdown Transactions included in this
release.
|
- more -
13
TEEKAY OFFSHORE PARTNERS L.P.
APPENDIX A RESTATED 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 adjusted for depreciation and amortization expense,
non-controlling interest, non-cash items, estimated maintenance capital expenditures, gains and
losses on vessel sales, income taxes and foreign exchange related items. Unrealized gains and
losses on derivative instruments that do not qualify for hedge accounting and cash flow
attributable to the Dropdown Predecessor are non-cash items to the Partnership and thus, have no
impact on the Partnerships distributable cash flow. Maintenance capital expenditures represent
those capital expenditures required to maintain over the long-term the operating capacity of, or
the revenue generated by, the Partnerships capital assets.
Distributable cash flow is a quantitative standard used in the publicly-traded partnership
investment community to assist in evaluating a partnerships ability to make quarterly cash
distributions. Distributable cash flow is not required by United States generally accepted
accounting principles and should not be considered as an alternative to net income or any other
indicator of the Partnerships performance required by United States generally accepted accounting
principles. The table below reconciles distributable cash flow to net income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2008
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
|
|
|
|
|
|
|
|
|
|
|
As Previously
|
|
|
Instruments
|
|
|
Dropdown
|
|
|
As
|
|
|
|
|
Reported
|
|
|
and Other
(1)
|
|
|
Predecessor
(2)
|
|
|
Reported
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
19,234
|
|
|
|
5,143
|
|
|
|
848
|
|
|
|
25,225
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
35,747
|
|
|
|
|
|
|
|
700
|
|
|
|
36,447
|
|
Non-controlling interest
|
|
|
|
40,023
|
|
|
|
2,475
|
|
|
|
|
|
|
|
42,498
|
|
Foreign exchange and other, net
|
|
|
|
680
|
|
|
|
133
|
|
|
|
|
|
|
|
813
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on interest rate swaps
|
|
|
|
(35,976
|
)
|
|
|
(5,947
|
)
|
|
|
|
|
|
|
(41,923
|
)
|
Unrealized gain on forward contracts
|
|
|
|
|
|
|
|
(204
|
)
|
|
|
|
|
|
|
(204
|
)
|
Income tax recovery
|
|
|
|
(5,942
|
)
|
|
|
(1,600
|
)
|
|
|
|
|
|
|
(7,542
|
)
|
Cash flow attributable to the
Dropdown Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
(1,548
|
)
|
|
|
(1,548
|
)
|
Estimated maintenance capital
expenditures
|
|
|
|
(19,951
|
)
|
|
|
|
|
|
|
|
|
|
|
(19,951
|
)
|
|
|
|
|
Distributable Cash Flow before
Non-Controlling Interest
|
|
|
|
33,815
|
|
|
|
|
|
|
|
|
|
|
|
33,815
|
|
Non-controlling interests share of DCF
|
|
|
|
(23,319
|
)
|
|
|
|
|
|
|
|
|
|
|
(23,319
|
)
|
|
|
|
|
Distributable Cash Flow
|
|
|
|
10,496
|
|
|
|
|
|
|
|
|
|
|
|
10,496
|
|
|
|
|
|
|
|
|
(1)
|
|
Results are net of non-controlling interest. Please refer to Restatement for
Accounting under SFAS 133 and Other included in this release.
|
|
(2)
|
|
Relates to the results of the Dropdown Predecessor for activities related to the
SPT
Explorer
and the
SPT Navigator
from April 1, 2008 to June 17, 2008, when these vessels
were operating and under the common control of Teekay prior to their acquisition by Teekay
Offshore. Please refer to Restatement for Changes to Accounting for Dropdown
Transactions included in this release.
|
- more -
14
TEEKAY OFFSHORE PARTNERS L.P.
APPENDIX B SUMMARY OF RESTATED AND RETROACTIVELY ADJUSTED FINANCIAL RESULTS
(in thousands of U.S. dollars)
The table below summarizes the impact on the Partnerships previously reported net income for
fiscal years ended December 31, 2003 through 2007, as a result of the restatements described in
this release under Restatement for Accounting under SFAS 133 and Other and Restatement for
Changes to Accounting for Dropdown Transactions. Retroactive adjustments in the table below to
reflect the results of the Dropdown Predecessor are based on acquisitions completed by the
Partnership as of December 31, 2007. The restatement for discontinued operations did not impact
net income (loss) in any period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss)
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
(in thousands of U.S. dollars)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Previously Reported
|
|
|
$
|
19,672
|
|
|
$
|
(32,715
|
)
|
|
$
|
84,747
|
|
|
$
|
213,772
|
|
|
$
|
63,513
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Instruments and Other
(1)
|
|
|
|
(17,014
|
)
|
|
|
3,306
|
|
|
|
756
|
|
|
|
(648
|
)
|
|
|
(1,178
|
)
|
Dropdown Predecessor
(2)
|
|
|
|
1,300
|
|
|
|
3,211
|
|
|
|
2,910
|
|
|
|
4,076
|
|
|
|
6,768
|
|
|
|
|
|
As Restated
|
|
|
$
|
3,958
|
|
|
$
|
(26,198
|
)
|
|
$
|
88,413
|
|
|
$
|
217,200
|
|
|
$
|
69,103
|
|
|
|
|
|
|
|
|
(1)
|
|
Relates to unrealized gains (losses) as a result of the change in fair value of certain
derivative instruments. Results are net of non-controlling interest. Please refer to
Restatement for Accounting under SFAS 133 and Other included in this release.
|
|
(2)
|
|
Relates to the results of the Dropdown Predecessor for two vessels, the
Dampier Spirit
from
January 1, 2003 to September 30, 2007 and the
Navion Bergen
from April 16, 2007 to June 30,
2007, when the vessels were operating and under the common control of Teekay but prior to
their acquisition by Teekay Offshore. Please refer to Restatement for Changes to Accounting
for Dropdown Transactions included in this release.
|
- end -
15
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