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Teekay Offshore Partners Reports Fourth Quarter and Annual 2018 Results

Teekay Offshore Partners Reports Fourth Quarter and Annual 2018 Results

Highlights

  • GAAP net income of $67.8 million, or $0.14 per common unit, in the fourth quarter 2018
  • Adjusted net income attributable to the partners and preferred unitholders(1) of $130.5 million, or $0.30 per common unit, (excluding items listed in Appendix B to this release) in the fourth quarter 2018
  • Adjusted EBITDA(1) of $289.5 million in the fourth quarter 2018
  • In October 2018, entered into settlement agreements with Petrobras, including a positive settlement relating to previously-terminated charter contracts for the HiLoad DP unit and Arendal Spirit UMS for a total of $96 million (refer to "Summary of Recent Events")
  • In late-January 2019, entered into a contract extension for the Piranema Spirit FPSO unit with Petrobras commencing in February 2019 (refer to "Summary of Recent Events")

HAMILTON, Bermuda, Feb. 08, 2019 (GLOBE NEWSWIRE) -- Teekay Offshore GP LLC (TOO GP), the general partner of Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (TOO), today reported the Partnership’s results for the quarter and year ended December 31, 2018.

 
Consolidated Financial Summary
 
  Three Months Ended Year Ended
  December 31, September 30, December 31, December 31, December 31,
  2018 2018 2017 2018 2017
(in thousands of U.S. Dollars, except per unit data) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
GAAP FINANCIAL COMPARISON          
Revenues 445,213   327,658   295,728   1,416,424   1,110,284  
Income (loss) from vessel operations 162,545   61,713   51,026   111,737   (116,005 )
Net income (loss) 67,842   (39,355 ) 16,037   (123,945 ) (299,442 )
Limited partners' interest in net income (loss) per common unit 0.14   (0.11 ) 0.02   (0.36 ) (1.45 )
           
NON-GAAP FINANCIAL COMPARISON          
Adjusted EBITDA (1) 289,548   172,328 142,651   782,521   522,394  
Adjusted net income attributable to the partners and preferred unitholders (1) 130,463   11,560 11,329   149,587   31,089  
Limited partners' interest in adjusted net income (loss) per common unit (1) 0.30   0.01   0.01   0.29   0.04  
 
(1) These are non-GAAP financial measures. Please refer to "Definitions and Non-GAAP Financial Measures" and the Appendices to this release for definitions of these terms and reconciliations of these non-GAAP financial measures as used in this release to the most directly comparable financial measures under United States generally accepted accounting principles (GAAP).
 

In the fourth quarter of 2018, the Partnership made certain changes to its non-GAAP financial measures to more closely align with internal management reporting, annual reporting with the U.S. Securities and Exchange Commission (SEC) under Form 20-F and metrics used by its controlling unitholder. Cash Flow from Vessel Operations (CFVO) from Consolidated Vessels and Total CFVO are replaced with Consolidated Adjusted EBITDA and Adjusted EBITDA, respectively, using modified definitions. Adjusted Net Income Attributable to the Partners and Preferred Unitholders (Adjusted Net Income) is now reported with a modified definition. Distributable Cash Flow is no longer reported. Please refer to (a) "Definitions and Non-GAAP Financial Measures" in this release for definitions of these non-GAAP financial measures and information about the changes made and (b) Appendix E for reconciliations of Total CFVO to Adjusted EBITDA and of Adjusted Net Income as previously reported to the new definition.

Fourth Quarter of 2018 Compared to Third Quarter of 2018

GAAP net income increased by $107 million, to net income of $68 million for the fourth quarter of 2018 compared to a net loss of $39 million for the third quarter of 2018, primarily as a result of: $91 million of revenue related to the positive settlement with Petróleo Brasileiro S.A. and certain of its subsidiaries (together Petrobras) recorded during the fourth quarter of 2018; $14 million due to the amortization of non-cash deferred revenue relating to the Piranema Spirit FPSO unit which increased from $7 million to $21 million; an $8 million decrease in deferred income tax expense; $6 million of higher earnings in the Shuttle Tanker segment due to an increase in CoA days and higher rates during the fourth quarter of 2018; and $5 million of higher earnings in the FSO segment primarily due to amended contract terms, lower off-hire and timing of expenses relating to the Randgrid FSO unit in the fourth quarter of 2018; partially offset by a $19 million write-down of the HiLoad DP unit, to $nil, in the fourth quarter of 2018. Non-GAAP adjusted net income increased by $119 million for the fourth quarter of 2018 compared to the third quarter of 2018.

Fourth Quarter of 2018 Compared to Fourth Quarter of 2017

GAAP net income increased by $52 million, from $16 million to $68 million, for the fourth quarter of 2018 compared to the same quarter of the prior year, primarily as a result of: $91 million of revenue related to the above-mentioned settlement with Petrobras; $24 million of higher earnings in the FPSO segment (including equity-accounted vessels) primarily due to the start-up of the Petrojarl I and Libra FPSO units in May 2018 and November 2017, respectively; $18 million due to the amortization of non-cash deferred revenue relating to the Piranema Spirit FPSO unit which increased from $3 million to $21 million, partially offset by lower charter rates from the Voyageur Spirit and Petrojarl Cidade de Rio das Ostras (or Rio das Ostras) FPSO unit contract extensions; and $21 million of higher earnings in the Shuttle Tanker segment primarily due to an increase in contract of affreightment (CoA) days and higher rates during the fourth quarter of 2018. This is partially offset by: a $60 million increase of unrealized non-cash losses on the Partnership's interest rate swaps (including interest rate swaps within the FPSO equity-accounted joint ventures); a $19 million write-down of the HiLoad DP unit, to $nil, in the fourth quarter of 2018; and $8 million of higher interest expense and realized losses on derivatives primarily due to vessel deliveries during 2018 and higher average interest rates. Non-GAAP adjusted net income increased by $119 million for the fourth quarter of 2018 compared to the fourth quarter of 2017.

Please refer to the section later in this earnings release titled “Operating Results” for additional information of variances by segment and Appendix B for a reconciliation between GAAP net income and non-GAAP adjusted net income.

Fiscal Year 2018 Compared to Fiscal Year 2017

GAAP net loss decreased by $175 million, to $124 million for fiscal year 2018 compared to $299 million for the prior year, primarily as a result of: $95 million of lower write-downs on vessels in 2018; $91 million of revenue related to the settlement with Petrobras; $31 million of higher earnings in the FPSO segment (including equity-accounted vessels) primarily due to the start-up of the Petrojarl I and Libra FPSO units; $30 million of improved earnings in the UMS segment due to the Arendal Spirit charter contract termination in April 2017 and the subsequent lay-up of the unit during the fourth quarter of 2017 as well as the recognition of the remaining deferred mobilization costs relating to the charter contract during 2017; and $27 million of higher earnings in the FSO segment primarily due to the start-up of the Randgrid FSO unit; partially offset by $55 million of losses on debt repurchases in 2018; $20 million due to a partial reversal of a previously accrued contingent liability associated with the estimated damages from the cancellation of the UMS construction contracts in 2017; a $20 million increase in deferred income tax expense; and $7 million of higher interest expense, net of lower realized loss on derivatives, due to vessel deliveries and higher average interest rates. Non-GAAP adjusted net income increased by $118 million in fiscal year 2018 compared to fiscal year 2017.

CEO Commentary

“Our non-GAAP Adjusted EBITDA was significantly higher for both the fourth quarter and full year 2018 compared to 2017. The recognition of $91 million of revenue related to the Petrobras settlement, higher rates and utilization in our shuttle segment, and new cash flow from our recent growth projects, including Libra FPSO unit, Petrojarl I FPSO unit, three shuttle tankers and the Randgrid FSO unit, were the most important drivers for the solid results. For the Voyageur and Ostras FPSOs we had lower revenues in 2018 compared to the previous year as a result of short term contract extensions,” commented Ingvild Sæther, President and CEO of Teekay Offshore Group Ltd.

“Since reporting third quarter earnings in November, we have continued to focus on securing charter contract extensions and new contracts on existing assets. We recently entered into a new contract extension with Petrobras for up to three years for the Piranema Spirit FPSO, which extends the production on the existing Brazilian field. During the fourth quarter, we also secured several new contracts of affreightment in our North Sea shuttle tanker fleet at attractive rates and a further contract extension on the Ostras FPSO to mid-March 2019. In addition, we continue to monitor and work with Alpha Petroleum in their efforts to lift the remaining conditions precedent to effect the new charter contract for the redeployment of the Petrojarl Varg FPSO, including their project financing initiatives, which have not yet been finalized.”

Ms. Sæther added, "Looking ahead, the construction of our six shuttle tanker newbuildings by Samsung Heavy Industries Co. Ltd., delivering in late-2019 through early-2021, is proceeding on schedule and on budget, and we are also making good progress on securing long-term financing for these vessels, which we expect to conclude by early second quarter of 2019."

Summary of Recent Events

FPSO Unit Contract Extension and Redeployment

In January 2019, the Partnership secured a contract extension with Petrobras to extend the employment of the Piranema Spirit FPSO unit on the Brazilian field. The contract extension commenced in February 2019 for a period of three years but includes customer termination rights with 10 months' advance notice.

In October 2018, the Partnership entered into a conditional agreement with Alpha Petroleum Resources Limited (Alpha) for the Petrojarl Varg FPSO unit for Alpha's development of the Cheviot field on the UK continental shelf. The FPSO contract is for a seven-year fixed term from first oil, which was originally targeted for the second quarter of 2021 and is now delayed, after completion of a life extension and upgrade phase for the FPSO unit taking place at Sembcorp Marine’s shipyard in Singapore. It is intended that the Petrojarl Varg FPSO unit would be used for the entire expected life of the Cheviot field.

The effectiveness of the agreement with Alpha remains subject to satisfaction of a number of conditions precedent, including (i) initial funding from Alpha to cover the life extension and upgrade costs for the Petrojarl Varg FPSO unit, which is conditional on Alpha finalizing its project financing, and (ii) approval by relevant governmental authorities of Alpha’s final field development plan for the Cheviot field. We understand that Alpha continues to seek required funding for the project, the commencement of which will be delayed pending satisfaction of the conditions precedent. There is no assurance that the conditions will be satisfied.

Settlement Agreements with Petrobras

In October 2018, the Partnership entered into a settlement agreement with Petrobras with respect to various disputes relating to the previously-terminated charter contracts of the HiLoad DP unit and Arendal Spirit unit for maintenance and safety (UMS). As part of the settlement agreement, Petrobras agreed to pay a total amount of $96 million to Teekay Offshore, $55 million of which was received in the fourth quarter of 2018. The remaining $41 million is to be paid in two separate instalments of $22 million and $19 million by the end of 2020 and 2021, respectively, subject to certain potential offsets described below.

If in the ordinary course of business and prior to the end of 2021, new charter contracts are entered into with Petrobras in respect of the Arendal Spirit UMS, Rio das Ostras FPSO unit and Piranema Spirit FPSO unit, the deferred $41 million will partly be reduced by revenue actually received from such new contracts in this period (Offset Amounts). The recent three-year contract extension with Petrobras for the Piranema Spirit FPSO unit mentioned above is not expected to result in Offset Amounts being generated.

Teekay Offshore recognized the above-mentioned settlement in the fourth quarter of 2018, which increased Teekay Offshore’s revenues by approximately $91 million, which represents the present value of the future expected settlement amounts.

In addition, in October 2018, Teekay Offshore, through separate subsidiaries, entered into a further settlement agreement with Petrobras with regards to a dispute relating to the charter of the Piranema Spirit FPSO unit. Pursuant to the settlement agreement, Teekay Offshore has agreed to a reduction in the charter rate for the FPSO unit totaling approximately $11 million, which was credited to Petrobras in the fourth quarter of 2018. This amount was accrued in Teekay Offshore's financial statements in prior periods, primarily in 2016 and 2017.

Operating Results

The following table highlights certain financial information for Teekay Offshore’s six segments (please refer to the “Teekay Offshore’s Fleet” section of this release below and Appendix C for further details).

   
  Three Months Ended
  December 31, 2018
(in thousands of U.S. Dollars) (unaudited)
  FPSO
Segment
Shuttle
Tanker
Segment
FSO
Segment
UMS
Segment
Towage
Segment
Conventional
Tanker
Segment
Corporate /
Eliminations
Total
GAAP FINANCIAL COMPARISON                
Revenues 143,651   206,212   36,734   36,536   15,252   6,828     445,213  
Income (loss) from vessel operations 46,498   74,703   15,214   33,359   (6,349 ) (880 )   162,545  
NON-GAAP FINANCIAL COMPARISON              
Consolidated Adjusted EBITDA (i) 83,273   128,144   25,636   35,011   (1,202 ) (880 ) (1,470 ) 268,512  
Adjusted EBITDA (i) 108,543   124,038   25,508   35,011   (1,202 ) (880 ) (1,470 ) 289,548  
                 
  Three Months Ended
  December 31, 2017
(in thousands of U.S. Dollars) (unaudited)
  FPSO
Segment
Shuttle
Tanker
Segment
FSO
Segment
UMS
Segment
Towage
Segment
Conventional
Tanker
Segment
Corporate /
Eliminations(ii)
Total
GAAP FINANCIAL COMPARISON                
Revenues 118,675   132,106   34,409   321   12,212   3,540   (5,535 ) 295,728  
Income (loss) from vessel operations 39,304   13,582   12,119   (7,822 ) (5,114 ) (774 ) (269 ) 51,026  
NON-GAAP FINANCIAL COMPARISON              
Consolidated Adjusted EBITDA (i) 73,368   47,761   23,405   (6,163 ) (1,061 ) (774 ) 260   136,796  
Adjusted EBITDA (i)
83,992   43,210   23,187   (6,163 ) (1,061 ) (774 ) 260   142,651  
 
(i) Consolidated Adjusted EBITDA represents net income (loss) before interest, taxes, and depreciation and amortization, each on a consolidated basis, and is adjusted to exclude certain items whose timing or amount cannot be reasonably estimated in advance or that are not considered representative of core operating performance. Consolidated Adjusted EBITDA also excludes realized gains or losses on interest rates swaps and equity income, each on a consolidated basis.
 
Adjusted EBITDA represents Consolidated Adjusted EBITDA further adjusted to include the Partnership's proportionate share of consolidated adjusted EBITDA from its equity-accounted joint ventures and to exclude the non-controlling interests' proportionate share of the consolidated adjusted EBITDA from the Partnership's consolidated joint ventures.
 
Consolidated Adjusted EBITDA and Adjusted EBITDA are non-GAAP financial measures. Please refer to “Definitions and Non-GAAP Financial Measures” and the Appendices to this release for definitions of these terms and reconciliations of these non-GAAP financial measures as used in this release to the most directly comparable financial measures under GAAP.
 
(ii) Includes revenues and expenses earned and incurred between segments of Teekay Offshore during the three months ended December 31, 2017.
 

FPSO Segment

Income from vessel operations increased by $7 million for the fourth quarter of 2018, compared to the same quarter of the prior year, primarily due to $18 million from the accelerated amortization of non-cash deferred revenue relating to the Piranema Spirit FPSO unit and $8 million from the commencement of operations of the Petrojarl I in May 2018, partially offset by a decrease of $20 million due to lower charter rates from the Voyageur Spirit and Rio das Ostras FPSO unit contract extensions.

Adjusted EBITDA (including equity-accounted vessels) increased by $25 million for the three months ended December 31, 2018 compared to the same quarter of the prior year, primarily due to variances noted above plus the commencement of operations of the Pioneiro de Libra FPSO unit in November 2017.

Shuttle Tanker Segment

Income from vessel operations increased by $61 million for the fourth quarter of 2018, compared to the same quarter of the prior year, primarily due to $55 million of revenue related to the positive settlement with Petrobras, $10 million from the Nordic Brasilia and Nordic Rio operating in the conventional tanker market after redelivery and repairs and maintenance in the fourth quarter of 2017, $8 million due to more CoA days and higher rates during the fourth quarter of 2018 and $5 million from the redelivery of an in-chartered vessel in January 2018. This is partially offset by a $19 million write-down of the HiLoad DP unit, to $nil, in the fourth quarter of 2018 and a $4 million increase in depreciation expense resulting from a change in the estimated useful life of shuttle tankers from 25 years to 20 years, effective January 1, 2018.

Adjusted EBITDA increased by $81 million for the fourth quarter of 2018, compared to the same quarter of the prior year, primarily due to variances noted above, excluding the impact of the write-down of the HiLoad DP unit and the increase in depreciation expense.

FSO Segment

Income from vessel operations and Adjusted EBITDA increased by $3 million and $2 million, respectively, for the fourth quarter of 2018, compared to the same quarter of the prior year, primarily due to amended contract terms, including a retrospective adjustment, lower off-hire and the timing of expenses related to the Randgrid FSO unit in the fourth quarter of 2018.

UMS Segment

Income from vessel operations and Adjusted EBITDA both increased by $41 million for the fourth quarter of 2018, compared to the same quarter of the prior year, mainly due to $37 million of revenue related to the positive settlement with Petrobras and $4 million of lower operating expenses due to costs incurred related to the transit of the Arendal Spirit UMS to its lay-up location during the fourth quarter of 2017.

Towage Segment

Loss from vessel operations and Adjusted EBITDA, both of $(1) million, are consistent for the fourth quarter of 2018 compared to the same quarter of the prior year.

Conventional Tanker Segment

Loss from vessel operations and Adjusted EBITDA, both of $(1) million, are consistent for the fourth quarter of 2018 compared to the same quarter of the prior year. The time-charter-in contracts for these two remaining conventional tankers are scheduled to expire in March 2019, at which point they will be returned to their owners and the Partnership will no longer have activity in the conventional tanker segment.

Teekay Offshore’s Fleet

The following table summarizes Teekay Offshore’s fleet as of February 8, 2019. In comparison to the previously-reported fleet table in the release for the third quarter of 2018, Teekay Offshore's owned Shuttle Tanker fleet decreased by one vessel due to the sale of the Navion Scandia in November 2018.

   
  Number of Vessels
  Owned Vessels Chartered-in Vessels Committed
Newbuildings
Total
FPSO Segment 8   (i)         8    
Shuttle Tanker Segment 27   (ii) 2     6   (iii) 35    
FSO Segment 6             6    
UMS Segment 1             1    
Towage Segment 10             10    
Conventional Segment     2         2    
Total 52     4     6     62    
 
(i) Includes two FPSO units, the Cidade de Itajai and Pioneiro de Libra, in which Teekay Offshore’s ownership interest is 50 percent.
(ii) Includes four shuttle tankers in which Teekay Offshore’s ownership interest is 50 percent and one HiLoad DP unit.
(iii) Includes six DP2 shuttle tanker newbuildings scheduled for delivery in late-2019 through early-2021, two of which will operate under Teekay Offshore's master agreement with Equinor and four of which will join Teekay Offshore's CoA portfolio in the North Sea.
 

Liquidity Update

As of December 31, 2018, the Partnership had total liquidity of $225.0 million, an increase of $25.2 million compared to September 30, 2018.

Conference Call

The Partnership plans to host a conference call on Friday, February 8, 2019 at 12:00 p.m. (ET) to discuss the results for the fourth quarter and fiscal year of 2018. All unitholders and interested parties are invited to listen to the live conference call by choosing from the following options:

  • By dialing 1-800-458-4148 or +1 (647) 484-0477, if outside North America, and quoting conference ID code 3648822
  • By accessing the webcast, which will be available on Teekay Offshore's website at www.teekay.com (the archive will remain on the website for a period of one year).

An accompanying Fourth Quarter 2018 Earnings Presentation will also be available at www.teekay.com in advance of the conference call start time.

About Teekay Offshore Partners L.P.

Teekay Offshore Partners L.P. is a leading international midstream services provider to the offshore oil production industry, primarily focused on the ownership and operation of critical infrastructure assets in offshore oil regions of the North Sea, Brazil and the East Coast of Canada. Teekay Offshore has consolidated assets of approximately $5.3 billion, comprised of 62 offshore assets, including floating production, storage and offloading (FPSO) units, shuttle tankers (including six newbuildings), floating storage and offtake (FSO) units, long-distance towing and offshore installation vessels, a unit for maintenance and safety (UMS) and conventional tankers. The majority of Teekay Offshore’s fleet is employed on medium-term, stable contracts. Brookfield Business Partners L.P. (BBU)(BBU-UN.TO), together with its institutional partners (collectively Brookfield), and Teekay Corporation (TK) own 51 percent and 49 percent, respectively, of Teekay Offshore’s general partner.

Teekay Offshore's common units and preferred units trade on the New York Stock Exchange under the symbols "TOO", "TOO PR A", "TOO PR B" and "TOO PR E", respectively.

For Investor Relations enquiries contact:

Ryan Hamilton
Tel: +1 (604) 609-2963
Website: www.teekay.com

Definitions and Non-GAAP Financial Measures

This release includes various financial measures that are non-GAAP financial measures as defined under the rules of the U.S. Securities and Exchange Commission (SEC). These non-GAAP financial measures, which commencing in the fourth quarter of 2018, include Consolidated Adjusted EBITDA, Adjusted EBITDA and Adjusted Net Income, are intended to provide additional information and should not be considered a substitute for measures of performance prepared in accordance with GAAP. In addition, these measures do not have standardized meanings, and may not be comparable to similar measures presented by other companies. These non-GAAP measures are used by management, and the Partnership believes that these supplementary metrics assist investors and other users of its financial reports in comparing financial and operating performance of the Partnership across reporting periods and with other companies.

In prior periods, the Partnership reported Cash Flow from Vessel Operations (CFVO), Adjusted Net Income and Distributable Cash Flow as non-GAAP measures. In the fourth quarter of 2018, the Partnership made certain changes to these measures and their definitions to more closely align with internal management reporting, annual reporting with the SEC under Form 20-F and metrics used by its controlling unitholder. CFVO from Consolidated Vessels and Total CFVO are replaced with Consolidated Adjusted EBITDA and Adjusted EBITDA, respectively, using modified definitions. Adjusted Net Income is now reported with a modified definition. Distributable Cash Flow is no longer reported.

Non-GAAP Financial Measures

Consolidated Adjusted EBITDA represents net income (loss) before interest, taxes, and depreciation and amortization and is adjusted to exclude certain items whose timing or amount cannot be reasonably estimated in advance or that are not considered representative of core operating performance. Such adjustments include vessel write-downs, gains or losses on the sale of vessels, unrealized gains or losses on derivative instruments, foreign exchange gains or losses, losses on debt repurchases, and certain other income or expenses. Consolidated Adjusted EBITDA also excludes realized gains or losses on interest rate swaps as management, in assessing the Partnership's performance, views these gains or losses as an element of interest expense and realized gains or losses on derivative instruments resulting from amendments or terminations of the underlying instruments. Consolidated Adjusted EBITDA also excludes equity income as the Partnership does not control its equity-accounted investments, and as a result, the Partnership does not have the unilateral ability to determine whether the cash generated by its equity-accounted investments is retained within the entity in which the Partnership holds the equity-accounted investment or distributed to the Partnership and other owners. In addition, the Partnership does not control the timing of any such distributions to the Partnership and other owners.

Adjusted EBITDA represents Consolidated Adjusted EBITDA further adjusted to include the Partnership's proportionate share of consolidated adjusted EBITDA from its equity-accounted joint ventures and to exclude the non-controlling interests' proportionate share of the consolidated adjusted EBITDA from the Partnership's consolidated joint ventures. Readers are cautioned when using Adjusted EBITDA as a liquidity measure as the amount contributed from Adjusted EBITDA from the equity-accounted investments may not be available or distributed to the Partnership in the periods such Adjusted EBITDA is generated by the equity-accounted investments. Please refer to Appendices A and D of this release for reconciliations of Adjusted EBITDA to net income (loss) and equity income, respectively, the most directly comparable GAAP measures reflected in the Partnership’s consolidated financial statements. Appendix E also includes supplementary information to reconcile total CFVO, the non-GAAP financial measure used in prior periods, to Adjusted EBITDA.

Adjusted Net Income represents net income (loss) adjusted to exclude the impact of certain items whose timing or amount cannot be reasonably estimated in advance or that are not considered representative of core operating performance consistent with the calculation of Adjusted EBITDA. Adjusted Net Income includes realized gains or losses on derivative instruments as an element of interest expense and excludes income tax expenses or recoveries from changes in valuation allowance or uncertain tax provisions. Please refer to Appendix B of this release for a reconciliation of this non-GAAP financial measure to net income (loss), the most directly comparable GAAP measure reflected in the Partnership’s consolidated financial statements. Appendix E also includes supplementary information to reconcile Adjusted Net Income to amounts reported previously.

 
Teekay Offshore Partners L.P.
Summary Consolidated Statements of Income (Loss)
 
  Three Months Ended Year Ended
  December 31, September 30, December 31, December 31, December 31,
  2018 2018 2017 2018 2017
(in thousands of U.S. Dollars, except per unit data) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
           
Revenues (1) 445,213   327,658   295,728   1,416,424   1,110,284  
           
Voyage expenses (1) (39,402 ) (40,914 ) (29,005 ) (151,808 ) (99,444 )
Vessel operating expenses (1) (108,592 ) (103,399 ) (98,100 ) (437,671 ) (353,564 )
Time-charter hire expenses (13,281 ) (13,144 ) (18,375 ) (52,616 ) (80,315 )
Depreciation and amortization (1)(2) (91,023 ) (91,523 ) (85,658 ) (372,290 ) (309,975 )
General and administrative (14,335 ) (15,416 ) (14,383 ) (65,427 ) (62,249 )
(Write-down) and gain on sale of vessels (3) (16,414 ) 350   148   (223,355 ) (318,078 )
Restructuring recovery (charge) 379   (1,899 ) 671   (1,520 ) (2,664 )
Income (loss) from vessel operations 162,545   61,713   51,026   111,737   (116,005 )
           
Interest expense (53,424 ) (54,736 ) (43,365 ) (199,395 ) (154,890 )
Interest income 1,215   991   1,245   3,598   2,707  
Realized and unrealized (loss) gain          
on derivative instruments (4) (40,465 ) 9,381   4,708   12,808   (42,853 )
Equity income (1) 5,237   11,877   2,126   39,458   14,442  
Foreign currency exchange loss (5) (3,344 ) (266 ) (693 ) (9,413 ) (14,006 )
Losses on debt repurchases (6)   (55,479 ) (3,102 ) (55,479 ) (3,102 )
Other (expense) income - net (40 ) (699 ) (95 ) (4,602 ) 14,167  
Income (loss) before income tax expense 71,724   (27,218 ) 11,850   (101,288 ) (299,540 )
Income tax (expense) recovery (3,882 ) (12,137 ) 4,187   (22,657 ) 98  
Net income (loss) 67,842   (39,355 ) 16,037   (123,945 ) (299,442 )
           
Non-controlling interests in net income (loss) 1,476   (785 ) 638   (7,161 ) 3,764  
Preferred unitholders' interest in net income (loss) 8,038   8,038   5,376   31,485   42,065  
General partner’s interest in net income (loss) 443   (354 ) 76   (1,128 ) (5,770 )
Limited partners’ interest in net income (loss) 57,885   (46,254 ) 9,947   (147,141 ) (339,501 )
Limited partner's interest in net income (loss) for          
basic income (loss) per unit 57,885   (46,254 ) 9,943   (147,141 ) (320,749 )
Limited partner's interest in net income (loss) for          
per common unit          
- basic 0.14   (0.11 ) 0.02   (0.36 ) (1.45 )
- diluted 0.12   (0.11 ) 0.02   (0.36 ) (1.46 )
Weighted-average number of common units:          
- basic 410,314,977   410,314,977   410,045,210   410,261,239   220,755,937  
- diluted 475,565,613   410,314,977   475,360,951   410,261,239   229,940,120  
Total number of common units outstanding          
at end of period 410,314,977   410,314,977   410,045,210   410,314,977   410,045,210  
 
(1) Effective January 1, 2018, the Partnership adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers, which resulted in increasing revenues by $17.6 million and $65.5 million for the three months and year ended December 31, 2018, respectively, increasing voyage expenses by $2.2 million and $11.3 million for the three months and year ended December 31, 2018, respectively, increasing vessel operating expenses by $15.5 million and $52.1 million for the three months and year ended December 31, 2018, respectively, decreasing depreciation and amortization by $nil and $1.1 million for the three months and year ended December 31, 2018, respectively, and decreasing equity income by $0.1 million and $0.6 million for the three months and year ended December 31, 2018, respectively.
 
Includes revenues of $91.5 million related to the October 2018 settlement agreement with Petrobras in relation to the previously-terminated charter contracts of the HiLoad DP unit and Arendal Spirit UMS. As part of the settlement agreement, Petrobras has agreed to pay a total amount of $96.0 million to the Partnership, which includes $55.0 million that was paid November 2018, and amounts of $22.0 million payable in late-2020 and $19.0 million payable in late-2021, which are available to be reduced by 40% of the revenues paid prior to the end of 2021 by Petrobras under certain new contracts entered into subsequent to October 25, 2018 relating specifically to the Arendal Spirit UMS and the Rio das Ostras and Piranema Spirit FPSO units.
 
(2) The Partnership's shuttle tankers are comprised of two components: i) a conventional tanker (the “tanker component”) and ii) specialized shuttle equipment (the “shuttle component”). The Partnership differentiated these two components on the principle that a shuttle tanker can also operate as a conventional tanker without the use of the shuttle component. The economics of this alternate use depend on the supply and demand fundamentals in the two segments. Historically, the Partnership has assessed the useful life of the tanker component as being 25 years and the shuttle component as being 20 years. During the three months ended March 31, 2018, the Partnership considered challenges associated with shuttle tankers that have approached 20 years of age in recent years and has reassessed the useful life of the tanker component to be 20 years. This change in estimate, commencing January 1, 2018, impacted 21 vessels in the Partnership's shuttle tanker fleet. The effect of this change in estimate was an increase in depreciation and amortization expense and a decrease in net income by $3.8 million and $15.7 million for the three months and year ended December 31, 2018, respectively.
 
(3) During the three months ended December 31, 2018, the Partnership incurred a write-down of $19.2 million related to the HiLoad DP unit, to $nil, as a result of a reduction in the expected future cash flows of the unit as a result of the settlement with Petrobras during the fourth quarter of 2018 and a change in the operating plan for the unit. In November 2018, the Partnership sold a 1998-built shuttle tanker, the Navion Scandia, for net proceeds of $10.8 million, and recorded a gain on sale of $2.8 million in the Partnership's shuttle tanker segment.
During the three months ended September 30, 2018, the Partnership sold a 2001-built shuttle tanker, the Stena Spirit (which the Partnership owned through a 50 percent-owned subsidiary), for net proceeds of $8.8 million, and recorded a gain on sale of $0.4 million in the Partnership's shuttle tanker segment.
During the three months ended June 30, 2018, the Partnership incurred a write-down of $181.4 million, mainly related to the Piranema Spirit and Rio das Ostras FPSO units as a result of a reassessment of the future redeployment assumptions for both units. In June 2018, the Partnership sold a 1998-built shuttle tanker, the Navion Britannia, for net proceeds of $10.4 million, and recorded a gain on sale of $2.6 million in the Partnership's shuttle tanker segment.
During the three months ended March 31, 2018, the Partnership incurred a write-down of $28.5 million related to two older shuttle tankers ($14.2 million which related to one shuttle tanker the Partnership owned through a 50 percent-owned subsidiary), due to the expected redelivery of these vessels from their charterer after completing their bareboat charter contracts in April 2018 and the resulting change in the expectations for the future employment opportunities for the vessels.
During the year ended December 31, 2017, the Partnership incurred a $318.1 million write-down related to the Petrojarl I FPSO unit due to increased costs and time associated with upgrade work on the unit, the Rio das Ostras FPSO unit due to the expected expiration of its charter in early-2018, three DP1 shuttle tankers as a result of a change in operational plans for the vessels, and the HiLoad DP unit due to a change in expectations for the future opportunities of the unit.
 
(4) Realized (loss) gain on derivative instruments relates to amounts the Partnership actually paid to settle derivative instruments, and the unrealized (loss) gain on derivative instruments relates to the change in fair value of such derivative instruments, as detailed in the table below:


  Three Months Ended Year Ended
  December 31, September 30, December 31, December 31, December 31,
(in thousands of U.S. Dollars) 2018 2018 2017 2018 2017
Realized (loss) gain relating to:          
Interest rate swaps (4,276 ) (10,749 ) (8,360 ) (38,011 ) (78,296 )
Foreign currency forward contracts (1,470 ) (747 ) 260   (1,228 ) 900  
  (5,746 ) (11,496 ) (8,100 ) (39,239 ) (77,396 )
           
Unrealized (loss) gain relating to:          
Interest rate swaps (31,637 ) 20,083   14,017   56,420   33,114  
Foreign currency forward contracts (3,082 ) 794   (1,209 ) (4,373 ) 1,429  
  (34,719 ) 20,877   12,808   52,047   34,543  
Total realized and unrealized (loss) gain on          
derivative instruments (40,465 ) 9,381   4,708   12,808   (42,853 )
 
(5) The Partnership entered into cross-currency swaps to economically hedge the foreign currency exposure on the payment of interest and repayment of principal amounts of the Partnership’s Norwegian Kroner (NOK) bonds. In addition, the cross-currency swaps economically hedge the interest rate exposure on the NOK bonds. The Partnership has not designated, for accounting purposes, these cross-currency swaps as cash flow hedges of its NOK bonds and, thus, foreign currency exchange gain (loss) includes a realized loss relating to the amounts the Partnership paid to settle its non-designated cross-currency swaps and an unrealized gain (loss) relating to the change in fair value of such swaps, partially offset by the realized gain on repurchases of the NOK bonds and unrealized (loss) gain on the revaluation of the NOK bonds, as detailed in the table below. In July 2018, the Partnership used a portion of the net proceeds from the issuance of its $700 million 8.5% senior unsecured notes maturing in 2023 to repurchase approximately NOK 914 million of the NOK 1,000 million aggregate principal of its NOK bonds and terminated NOK 905 million of the associated NOK 1,000 million aggregate notional amount of the cross-currency swaps, resulting in a cash settlement in favor of the counterparty of $36.5 million on the cross-currency swap termination.
In September 2017, the Partnership terminated NOK 712 million of the associated NOK 1,220 million aggregate notional amount of cross-currency swaps, resulting in a cash settlement in favor of the counterparty of $40.2 million on the cross-currency swap termination. The termination of the cross-currency swaps was in connection with the repurchase of NOK 712 million bonds maturing in late 2018 in exchange for a U.S. Dollar senior unsecured bond in the Norwegian bond market that matures in August 2022. In November 2017, the Partnership repurchased the remaining NOK 508 million of the NOK 1,220 million aggregate principal of its NOK bonds and terminated NOK 508 million of the associated notional amount of the cross-currency swaps, resulting in a cash settlement in favor of the counterparty of $33.3 million on the cross-currency swap termination.


  Three Months Ended Year Ended
  December 31, September 30, December 31, December 31, December 31,
(in thousands of U.S. Dollars) 2018 2018 2017 2018 2017
Realized loss on cross-currency swaps (143 ) (36,768 ) (34,704 ) (39,647 ) (84,205 )
Unrealized (loss) gain on cross-currency swaps (624 ) 37,367   24,936   38,648   91,914  
Realized gain on revaluation of NOK bonds   34,993   67,654   34,993   67,654  
Unrealized gain (loss) on revaluation of NOK bonds 594   (35,712 ) (57,937 ) (35,968 ) (79,818 )
 
(6) Losses on debt repurchases of $55.5 million for the three months ended September 30, 2018, related to the prepayment of a promissory note issued to Brookfield and the repurchases of $225.2 million of the existing $300.0 million senior unsecured bonds maturing in July 2019, and NOK 914 million of the existing NOK 1,000 million senior unsecured bonds maturing in January 2019. The losses on debt repurchases are comprised of an acceleration of non-cash accretion expense of $31.5 million resulting from the difference between the $200 million face value of the Brookfield Promissory Note and its accounting carrying value of $168.5 million and an associated early termination fee of $12 million paid to Brookfield, as well as 2.0% - 2.5% premiums on the repurchase of the bonds and the write-off of capitalized loan costs. The accounting carrying value of the $200 million Brookfield Promissory Note was lower than face value due to it being recorded at its relative fair value based on the allocation of total net proceeds invested by Brookfield on September 25, 2017.
Losses on debt repurchases of $3.1 million for the three months ended December 31, 2017, related to the repurchase of the NOK 508 million of the remaining NOK 1,220 million senior unsecured bonds maturing in late 2018.
 


Teekay Offshore Partners L.P.
Consolidated Balance Sheets
 
  As at As at As at
  December 31, 2018 September 30, 2018 December 31, 2017
(in thousands of U.S. Dollars) (unaudited) (unaudited) (unaudited)
ASSETS      
Current      
Cash and cash equivalents 225,040   199,860   221,934  
Restricted cash 8,540   9,901   28,360  
Accounts receivable 141,903   154,962   162,691  
Vessel held for sale 12,528      
Prepaid expenses 32,199   32,624   30,336  
Due from affiliates 58,885   55,736   37,376  
Other current assets 11,879   14,203   29,249  
Total current assets 490,974   467,286   509,946  
       
       
Vessels and equipment      
At cost, less accumulated depreciation 4,196,909   4,312,214   4,398,836  
Advances on newbuilding contracts and conversion costs 83,713   63,826   288,658  
Investment in equity accounted joint ventures 212,202   207,075   169,875  
Deferred tax asset 9,168   12,046   28,110  
Due from affiliates 949   987    
Other assets 198,992   175,214   113,225  
Goodwill 129,145   129,145   129,145  
Total assets 5,322,052   5,367,793   5,637,795  
       
LIABILITIES AND EQUITY      
Current      
Accounts payable 26,423   9,878   43,317  
Accrued liabilities 129,896   147,444   187,687  
Deferred revenues 55,750   54,734   69,668  
Due to affiliates 183,795   67,315   108,483  
Current portion of derivative instruments 23,290   21,391   42,515  
Current portion of long-term debt 554,336   556,498   589,767  
Other current liabilities 15,062   36,381   9,056  
Total current liabilities 988,552   893,641   1,050,493  
       
Long-term debt 2,543,406   2,633,343   2,533,961  
Derivative instruments 94,354   68,375   167,469  
Due to affiliates   125,000   163,037  
Other long-term liabilities 236,616   238,572   249,336  
Total liabilities 3,862,928   3,958,931   4,164,296  
       
Redeemable non-controlling interest     (29 )
       
Equity      
Limited partners - common units 883,090   829,193   1,004,077  
Limited partners - preferred units 384,274   384,274   266,925  
General Partner 15,055   14,646   15,996  
Warrants 132,225   132,225   132,225  
Accumulated other comprehensive income (loss) 7,361   6,272   (523 )
Non-controlling interests 37,119   42,252   54,828  
Total equity 1,459,124   1,408,862   1,473,528  
Total liabilities and total equity 5,322,052   5,367,793   5,637,795  


Teekay Offshore Partners L.P.
Consolidated Statements of Cash Flows
 
  Year Ended
  December 31, 2018 December 31, 2017
(in thousands of U.S. Dollars) (unaudited) (unaudited)
Cash, cash equivalents and restricted cash provided by (used for)    
OPERATING ACTIVITIES    
Net loss (123,945 ) (299,442 )
Non-cash items:    
Unrealized gain on derivative instruments (53,419 ) (59,702 )
Equity income, net of dividends received of $6,200 (2017 - $11,600) (33,258 ) (2,842 )
Depreciation and amortization 372,290   309,975  
Write-down and (gain) on sale of vessels 223,355   318,078  
Deferred income tax expense (recovery) 18,606   (1,870 )
Amortization of in-process revenue contracts (35,219 ) (12,745 )
Unrealized foreign currency exchange loss and other 16,871   37,511  
Change in non-cash working capital items related to operating activities (83,227 ) 33,506  
Expenditures for dry docking (21,411 ) (17,269 )
Net operating cash flow 280,643   305,200  
FINANCING ACTIVITIES    
Proceeds from long-term debt 734,698   1,205,477  
Scheduled repayments of long-term debt and settlement of related swaps (567,298 ) (652,898 )
Prepayments of long-term debt and settlement of related swaps (457,426 ) (702,115 )
Debt issuance costs (14,128 ) (17,268 )
Proceeds from credit facility due to affiliates 125,000    
Proceeds from issuance of preferred units 120,000    
Proceeds from issuance of common units and warrants   640,595  
Repurchase of preferred units   (250,022 )
Expenses relating to equity offerings (3,997 ) (12,155 )
Cash distributions paid by the Partnership (46,675 ) (60,593 )
Cash distributions paid by subsidiaries to non-controlling interests (12,048 ) (9,891 )
Equity contribution from joint venture partners   6,000  
Contribution from non-controlling interest to subsidiaries 1,500    
Other (964 ) (4,183 )
Net financing cash flow (121,338 ) 142,947  
INVESTING ACTIVITIES    
Net payments for vessels and equipment, including advances on newbuilding contracts and conversion costs (233,736 ) (533,260 )
Proceeds from sale of vessels and equipment 30,049   13,100  
Investment in equity accounted joint ventures (3,000 ) (25,824 )
Direct financing lease payments received 5,414   5,844  
Acquisition of companies from Teekay Corporation (net of cash acquired of $26.6 million) 25,254    
Net investing cash flow (176,019 ) (540,140 )
Decrease in cash, cash equivalents and restricted cash (16,714 ) (91,993 )
Cash, cash equivalents and restricted cash, beginning of the year 250,294   342,287  
Cash, cash equivalents and restricted cash, end of the year 233,580   250,294  


Teekay Offshore Partners L.P.
Appendix A - Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA
 
  Three Months Ended Year Ended
  December 31, December 31,
  2018 2017 2018 2017
(in thousands of U.S. Dollars) (unaudited) (unaudited) (unaudited) (unaudited)
         
Net income (loss) 67,842   16,037   (123,945 ) (299,442 )
Depreciation and amortization 91,023   85,658   372,290   309,975  
Interest expense, net of interest income 52,209   42,120   195,797   152,183  
Income tax expense (recovery) 3,882   (4,187 ) 22,657   (98 )
EBITDA 214,956   139,628   466,799   162,618  
Add (subtract) specific income statement items affecting EBITDA:        
Write-down and (gain) on sale of vessels 16,414   (148 ) 223,355   318,078  
Realized and unrealized loss (gain) on derivative instruments 40,465   (4,708 ) (12,808 ) 42,853  
Equity income (5,237 ) (2,126 ) (39,458 ) (14,442 )
Foreign currency exchange loss 3,344   693   9,413   14,006  
Losses on debt repurchases   3,102   55,479   3,102  
Other expense (income) - net 40   95   4,602   (14,167 )
Realized (loss) gain on foreign currency forward contracts (1,470 ) 260   (1,228 ) 900  
Total adjustments 53,556   (2,832 ) 239,355   350,330  
Consolidated Adjusted EBITDA 268,512   136,796   706,154   512,948  
Add: Adjusted EBITDA from equity-accounted vessels (See Appendix D) 25,270   10,624   92,637   33,360  
Less: Adjusted EBITDA attributable to non-controlling interests (1) (4,234 ) (4,769 ) (16,270 ) (23,914 )
Adjusted EBITDA 289,548   142,651   782,521   522,394  
 
(1) Adjusted EBITDA attributable to non-controlling interests is summarized in the table below.


  Three Months Ended Year Ended
  December 31, December 31,
  2018 2017 2018 2017
(in thousands of U.S. Dollars) (unaudited) (unaudited) (unaudited) (unaudited)
Net income attributable to non-controlling interests 1,476   638   (7,161 ) 3,764  
Depreciation and amortization 2,809   3,690   14,617   13,324  
Interest expense, net of interest income 439   487   2,064   1,549  
EBITDA attributable to non-controlling interests 4,724   4,815   9,520   18,637  
Add (subtract) specific income statement items affecting EBITDA:        
(Gain) on sale and write-down of vessels (500 )   6,711   5,400  
Foreign exchange loss (gain) 10   (46 ) 39   (123 )
Total adjustments (490 ) (46 ) 6,750   5,277  
Adjusted EBITDA attributable to non-controlling interests 4,234   4,769   16,270   23,914  


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Teekay Offshore Partners L.P.
Appendix B - Reconciliation of Non-GAAP Financial Measures
Adjusted Net Income
 
  Three Months Ended Year Ended
  December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017
(in thousands of U.S. Dollars, except per unit data) (unaudited) (unaudited) (unaudited) (unaudited)
Net income (loss) – GAAP basis 67,842   16,037   (123,945 ) (299,442 )
Adjustments:        
Net income (loss) attributable to non-controlling interests 1,476   638   (7,161 ) 3,764  
Net income (loss) attributable to the partners and preferred unitholders 66,366   15,399   (116,784 ) (303,206 )
Add (subtract) specific items affecting net income (loss):