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Teekay Offshore Partners Reports Third Quarter 2015 Results


/EINPresswire.com/ -- HAMILTON, BERMUDA -- (Marketwired) -- 11/05/15 -- Teekay Offshore Partners L.P. (NYSE: TOO)

Highlights


--  Generated distributable cash flow of $58.8 million in the third quarter
    of 2015, an increase of 30 percent from the third quarter of 2014.
--  Declared third quarter 2015 cash distribution of $0.56 per common unit,
    an increase of four percent from the previous quarter.
--  Completed and fully financed the $1.26 billion accretive acquisition of
    the Knarr FPSO on July 1, 2015.
--  Successfully took over as operator, and is now the sole supplier, of
    shuttle tanker services for East Coast Canada.
--  Total liquidity of approximately $305 million as at September 30, 2015.

Teekay Offshore GP LLC, the general partner of Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE: TOO), today reported the Partnership's results for the quarter ended September 30, 2015. During the third quarter of 2015, the Partnership generated distributable cash flow(1) of $58.8 million, compared to $45.2 million in the same period of the prior year. The increase in distributable cash flow was primarily due to the acquisition of the Petrojarl Knarr (Knarr) floating production, storage and offloading (FPSO) unit in July 2015, the acquisition of six long-distance towing and offshore installation vessels during the first seven months of 2015, and the commencement of the Arendal Spirit Unit for Maintenance and Safety (UMS) charter contract in early-June 2015. These increases were partially offset by the expiration of two shuttle tanker contracts in the second quarter of 2015, as well as the temporary shut-down on the Piranema Spirit FPSO unit for unscheduled repairs, which were completed during the third quarter of 2015.

On October 2, 2015, the Partnership declared a cash distribution of $0.56 per unit for the quarter ended September 30, 2015, an increase of 4 percent compared to the cash distribution paid in the prior quarter. The cash distribution will be paid on November 13, 2015 to all unitholders of record on October 13, 2015.

CEO Commentary

"For the third quarter, we increased the Partnership's cash distributions per unit by four percent based primarily on the cash flow contribution from the Petrojarl Knarr FPSO which was acquired in early July from Teekay Corporation," commented Peter Evensen, Chief Executive Officer of Teekay Offshore GP LLC.

"The Partnership's third quarter distributable cash flow was in-line with our expectations; however, the results included the impact of seasonal maintenance of the North Sea oil fields, as well as downtime associated with the Piranema Spirit FPSO and our new UMS, which if excluded, would have resulted in approximately $11 million of additional distributable cash flow generated in the quarter," Mr. Evensen continued. "Looking ahead to the fourth quarter, with our fleet operating at near full capacity, we expect our distributable cash flow and coverage ratio to increase."

Mr. Evensen added, "Despite the current weakness in global energy markets, Teekay Offshore's distributable cash flow remains relatively stable and growing. The Partnership's diversified portfolio of fee-based contracts, which is servicing our customers' oil production requirements and with no direct link to oil prices, comprises fixed forward revenues of approximately $8.2 billion."



(1) Distributable cash flow is a non-GAAP financial measure used by certain
    investors to measure the financial performance of the Partnership and
    other master limited partnerships. Please see Appendix B for a
    reconciliation of distributable cash flow to the most directly
    comparable financial measure under United States generally accepted
    accounting principles (GAAP).

Summary of Recent Events

Completed Acquisition of Knarr FPSO

On July 1, 2015, the Partnership completed the acquisition of the Knarr FPSO from Teekay Corporation, which is operating under a long-term charter contract with BG Norge Limited in the North Sea. The purchase price for the Knarr FPSO, which is based on a fully built-up cost of approximately $1.26 billion, was fully financed through the assumption of an existing $745 million long-term debt facility, $300 million of common units issued to Teekay Corporation, and $250 million of convertible preferred units issued in a private placement.

Commenced Strategic East Coast Canada Shuttle Tanker Contract

On June 1, 2015, the Partnership commenced 15-year contracts, plus extension options, with a group of companies (including Chevron Canada, Exxon Mobil, Husky Energy, Mosbachar Operating Ltd., Murphy Oil, Nalcor Energy, Statoil and Suncor Energy) to provide shuttle tanker services on the East Coast of Canada. These contracts were initially serviced by three third-party owned shuttle tankers that were operating on the East Coast of Canada, which were in-chartered by the Partnership. One of these vessels was subsequently replaced by one of the Partnership's existing shuttle tankers, the Navion Hispania, during the third quarter of 2015. In connection with entering the 15-year contracts for this project in early-June 2015, the Partnership entered into shipbuilding contracts to construct three Suezmax-size, dynamic positioning 2 (DP2) shuttle tanker newbuildings with a South Korean shipyard for a fully built-up cost of approximately $370 million, with an option to order one additional vessel should a fourth vessel be required. The three ordered vessels are expected to be delivered in the fourth quarter of 2017 through the first half of 2018.

Financial Summary

The Partnership reported adjusted net income attributable to the partners(1) of $32.1 million for the quarter ended September 30, 2015, compared to $28.8 million for the same period of the prior year. Adjusted net income attributable to the partners excludes a number of specific items that had the net effect of decreasing net income by $86.8 million and $0.3 million for the quarters ended September 30, 2015 and 2014, respectively, as detailed in Appendix A to this release. Including these items, the Partnership reported, on a GAAP basis, net loss attributable to the partners of $54.7 million for the third quarter of 2015, compared to net income attributable to the partners of $28.5 million in the same period of the prior year. Net revenues(2) increased to $285.9 million for the third quarter of 2015, compared to $229.8 million in the same period of the prior year.

Adjusted net income attributable to the partners for the three months ended September 30, 2015 increased from the same period in the prior year mainly due to the acquisition of the Knarr FPSO unit on July 1, 2015, the acquisition of six long-distance towing and offshore installation vessels during the first seven months of 2015, and the Arendal Spirit UMS commencing its charter contract in early-June 2015. These increases were partially offset by the expiration of two shuttle tanker contracts in the second quarter of 2015, and the temporary shut-down on the Piranema Spirit FPSO for unscheduled repairs, which were completed during the quarter.

For accounting purposes, the Partnership is required to recognize, through the consolidated statements of (loss) income, changes in the fair value of derivative instruments as unrealized gains or losses. This revaluation does not affect the economics of any hedging transactions nor does it have any impact on the Partnership's actual cash flows or the calculation of its distributable cash flow.

The Partnership has recast its financial results to include the financial results of the Knarr FPSO unit relating to the period prior to its acquisition by the Partnership from Teekay Corporation when it was under common control, which pre-acquisition results are referred to in this release as the Dropdown Predecessor. In accordance with GAAP, business acquisitions of entities under common control that have begun operations are required to be accounted for in a manner whereby the Partnership's 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 Corporation. For these purposes, the Knarr FPSO unit was under common control by Teekay Corporation from March 9, 2015 to July 1, 2015, when it was sold to the Partnership.



(1) Adjusted net income attributable to the partners is a non-GAAP financial
    measure. Please refer to Appendix A included in this release for a
    reconciliation of this non-GAAP measure to the most directly comparable
    financial measure under GAAP and information about specific items
    affecting net (loss) income that are typically excluded by securities
    analysts in their published estimates of the Partnership's financial
    results.
(2) Net revenues is a non-GAAP financial measure used by certain investors
    to measure the financial performance of shipping companies. Please refer
    to Appendix C included in this release for a reconciliation of this non-
    GAAP measure to the most directly comparable financial measure under
    GAAP.

Operating Results

The following table highlights certain financial information for Teekay Offshore's six segments: the Shuttle Tanker segment, the FPSO segment, the FSO segment, the Conventional Tanker segment, the Towage segment and the UMS segment (please refer to the "Teekay Offshore's Fleet" section of this release below and Appendices C through F for further details).



----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                    Three Months Ended
                                    September 30, 2015
                                       (unaudited)
              --------------------------------------------------------------
              --------------------------------------------------------------
                                         Convent
(in thousands Shuttle                      ional               UMS
 of U.S.       Tanker     FPSO      FSO   Tanker   Towage  Segment
 dollars)     Segment  Segment  Segment  Segment  Segment      (1)    Total
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net
 revenues(2)  108,537  137,888   14,017    7,241    6,468   11,737  285,888
Vessel
 operating
 expenses     (28,814) (47,542)  (6,511)  (1,620)  (4,709)  (5,976) (95,172)
Time-charter
 hire expense (18,893)       -        -        -        -        -  (18,893)
Depreciation
 and
 amortization (25,362) (38,051)  (3,295)  (1,676)  (2,766)  (1,677) (72,827)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
CFVO from
 consolidated
 vessels(3)    54,316   67,262    8,604    5,473     (911)   3,203  137,947
CFVO from
 equity
 accounted
 vessels(4)         -    6,745        -        -        -        -    6,745
Total
 CFVO(3)(4)    54,316   74,007    8,604    5,473     (911)   3,203  144,692
----------------------------------------------------------------------------
----------------------------------------------------------------------------

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                    Three Months Ended
                                    September 30, 2014
                                       (unaudited)
              --------------------------------------------------------------
              --------------------------------------------------------------
                                         Convent
(in thousands Shuttle                      ional               UMS
 of U.S.       Tanker     FPSO      FSO   Tanker   Towage  Segment
 dollars)     Segment  Segment  Segment  Segment  Segment       (1)   Total
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net
 revenues(2)  118,600   92,801   11,748    6,460      211        -  229,820
Vessel
 operating
 expenses     (38,969) (43,142)  (7,969)  (1,558)       -        -  (91,638)
Time-charter
 hire expense  (7,085)       -        -        -        -        -   (7,085)
Depreciation
 and
 amortization (27,727) (18,186)  (2,232)  (1,614)       -        -  (49,759)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
CFVO from
 consolidated
 vessels(3)    65,673   41,357    4,072    4,107     (161)    (418) 114,630
CFVO from
 equity
 accounted
 vessel(4)          -    5,506        -        -        -        -    5,506
Total
 CFVO(3)(4)    65,673   46,863    4,072    4,107     (161)    (418) 120,136
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) The Partnership acquired 100 percent of the outstanding shares of
    Logitel Offshore Holding AS (Logitel) during the third quarter of 2014
    and operations began in the second quarter of 2015.
(2) Net revenues is a non-GAAP financial measure used by certain investors
    to measure the financial performance of shipping companies. Please refer
    to Appendix C, included in this release for a reconciliation of this
    non-GAAP measure to the most directly comparable GAAP financial measure.
(3) Cash flow from vessel operations (CFVO) from consolidated vessels
    represents income from vessel operations before depreciation and
    amortization expense, write-down of vessels, and amortization of the
    non-cash portion of revenue contracts, and includes the realized gains
    and losses on the settlement of foreign exchange forward contracts and
    adjusts for direct financing leases to a cash basis. CFVO is a non-GAAP
    financial measure used by certain investors to measure the financial
    performance of shipping companies. Please refer to Appendix E included
    in this release for a description and reconciliation of this non-GAAP
    measure to the most directly comparable GAAP financial measure.
(4) CFVO from equity accounted vessels represents the Partnership's
    proportionate share of CFVO from its equity-accounted vessels, the
    Cidade de Itajai FPSO unit and the Libra FPSO conversion project. Please
    see Appendix F for a description and reconciliation of CFVO from equity
    accounted vessels (a non-GAAP measure) as used in this release to the
    most directly comparable GAAP financial measure.

Shuttle Tanker Segment

Cash flow from vessel operations from the Partnership's Shuttle Tanker segment decreased to $54.3 million for the third quarter of 2015 compared to $65.7 million for the same period of the prior year, primarily due to the expirations of a long-term contract of affreightment and a time-charter out contract since the second quarter of 2015, partially offset by lower operating costs from lower maintenance, reduced crewing expenses following a change in crew composition, and the impact from the strengthening of the U.S. Dollar associated with foreign currency-denominated expenditures.

FPSO Segment

Cash flow from vessel operations from the Partnership's FPSO segment (which also includes the results from two equity-accounted FPSO units), increased to $74.0 million for the third quarter of 2015 compared to $46.9 million for the same period of the prior year, primarily due to the acquisition of the Knarr FPSO unit from Teekay Corporation in July 2015, partially offset by the temporary shut-down on the Piranema Spirit FPSO unit for unscheduled repairs, which were completed during the third quarter of 2015.

FSO Segment

Cash flow from vessel operations from the Partnership's FSO segment increased to $8.6 million for the third quarter of 2015 compared to $4.1 million for the same period of the prior year, primarily due to the scheduled drydocking of the Navion Saga FSO in the third quarter of 2014 and the commencement of the charter contract for the Suksan Salamander FSO in August 2014.

Conventional Tanker Segment

Cash flow from vessel operations from the Partnership's Conventional Tanker segment increased to $5.5 million for the third quarter of 2015 compared to $4.1 million for the same period of the prior year, primarily due to the scheduled drydocking of the Kilimanjaro Spirit in the third quarter of 2014.

Towage Segment

Cash flow used for vessel operations from the Partnership's Towage segment of $0.9 million for the third quarter of 2015 primarily relates to a $2.2 million business development fee paid to Teekay Corporation in the third quarter of 2015 in connection with the acquisition of the six towage vessels, which commenced operations during the first seven months of 2015. Excluding this fee, towage operations generated $1.3 million of cash flow from operations during the third quarter of 2015.

UMS Segment

Cash flow from vessel operations from the Partnership's UMS segment of $3.2 million for the third quarter of 2015 relates to the Arendal Spirit UMS, which commenced its charter contract with Petrobras in June 2015 net of a $2.0 million business development fee paid to Teekay Corporation in the third quarter of 2015 in connection with the acquisition of the Arendal Spirit UMS and unscheduled off-hire of 13 days due to damages to the gangway, which have since been repaired.

Teekay Offshore's Fleet

The following table summarizes Teekay Offshore's fleet as of November 1, 2015.



----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                          Number of Vessels
                         ---------------------------------------------------
                         ---------------------------------------------------
                                                      Committed
                                                   Newbuildings
                                                              /
                                Owned Chartered-in  Conversions
                              Vessels      Vessels    / Upgrade        Total
                         ---------------------------------------------------
                         ---------------------------------------------------
Shuttle Tanker Segment     30(i) (ii)            3       3(iii)           36
FPSO Segment                    6(iv)            -         2(v)            8
FSO Segment                         6            -        1(vi)            7
Conventional Segment                4            -            -            4
Towage Segment                      6            -       4(vii)           10
UMS Segment                         1            -      2(viii)            3
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total                              53            3           12           68
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(i)    Includes six shuttle tankers in which Teekay Offshore's ownership
       interest is 50 percent and one shuttle tanker in which Teekay
       Offshore's ownership interest is 67 percent.
(ii)   Includes one HiLoad DP unit.
(iii)  Includes three Suezmax-size, DP2 shuttle tanker newbuildings
       scheduled to be delivered in the fourth quarter of 2017 through the
       first half of 2018 for employment under the east coast of Canada
       contract.
(iv)   Includes one FPSO unit, the Cidade de Itajai, in which Teekay
       Offshore's ownership interest is 50 percent.
(v)    Consists of the Petrojarl I FPSO upgrade project and Teekay
       Offshore's 50 percent ownership interest in the Libra FPSO conversion
       project.
(vi)   Consists of the Randgrid shuttle tanker, which is being converted
       into an FSO unit for use with the Gina Krog FSO project.
(vii)  Consists of four long-distance towing and offshore installation
       vessel newbuildings scheduled to deliver in 2016.
(viii) Consists of two UMS newbuildings scheduled to deliver in the fourth
       quarter of 2016 and the first quarter of 2017.

Liquidity and Continuous Offering Program Update

In 2013, the Partnership implemented a continuous offering program (COP) under which the Partnership may issue new common units at market prices up to a maximum aggregate amount of $100 million. During the third quarter of 2015, the Partnership sold 187,141 common units under the COP, generating net proceeds of approximately $3.2 million. Since the initiation of the program, the Partnership has sold an aggregate of 510,190 common units under the COP, generating proceeds of approximately $10.0 million (including the Partnership's general partner's two percent proportionate capital contribution and net of offering costs).

In July 2015, the Partnership completed a $250 million, 8.6 percent convertible preferred unit private placement. The proceeds from the private placement were used to partially finance the acquisition of the Knarr FPSO from Teekay Corporation.

As of September 30, 2015, the Partnership had total liquidity of $305.3 million (comprised of $251.1 million in cash and cash equivalents and $54.2 million in undrawn credit facilities).

Conference Call

The Partnership plans to host a conference call on Thursday, November 5, 2015 at noon (ET) to discuss the results for the third quarter of 2015. All unitholders and interested parties are invited to listen to the live conference call by choosing from the following options:


--  By dialing 1-800-505-9587 or 416-204-9524, if outside North America, and
    quoting conference ID code 4150302.
--  By accessing the webcast, which will be available on Teekay Offshore's
    website at www.teekayoffshore.com (the archive will remain on the
    website for a period of 30 days).

A supporting Third Quarter 2015 Earnings Presentation will also be available at www.teekayoffshore.com in advance of the conference call start time.

The conference call will be recorded and available until Thursday, November 19, 2015. This recording can be accessed following the live call by dialing 1-888-203-1112 or 647-436-0148, if outside North America, and entering access code 4150302.

About Teekay Offshore Partners L.P.

Teekay Offshore Partners L.P. is an international provider of marine transportation, oil production, storage, long-distance towing and offshore installation and maintenance and safety services to the offshore oil industry, primarily focusing on the growing deepwater offshore oil regions of the North Sea and Brazil. Teekay Offshore is structured as a publicly-traded master limited partnership (MLP) with consolidated assets of approximately $5.9 billion, comprised of 68 offshore assets, including shuttle tankers, floating production, storage and offloading (FPSO) units, floating storage and offtake (FSO) units, units for maintenance and safety (UMS), long-distance towing and offshore installation vessels and conventional tankers. The majority of Teekay Offshore's fleet is employed on medium-term, stable contracts.

Teekay Offshore's common units trade on the New York Stock Exchange under the symbol "TOO".

Teekay Offshore Partners L.P.

Summary Consolidated Statements of (Loss) Income

(in thousands of U.S. dollars, except unit data)



                        Three Months Ended             Nine Months Ended
                 September    June 30,   September    September   September
                  30, 2015     2015(1)    30, 2014  30, 2015(1)    30, 2014
                (unaudited) (unaudited) (unaudited)  (unaudited) (unaudited)
----------------------------------------------------------------------------
Revenues           314,054     311,234     258,442      890,271     759,078

Voyage
 expenses          (28,166)    (20,716)    (28,622)     (71,399)    (88,332)
Vessel
 operating
 expenses          (95,172)    (93,691)    (91,638)    (269,560)   (267,952)
Time-charter
 hire expense      (18,893)    (10,762)     (7,085)     (36,638)    (23,472)
Depreciation
 and
 amortization      (72,827)    (71,803)    (49,759)    (202,625)   (146,721)
General and
 administrativ
 e (2)             (27,321)    (17,215)    (14,038)     (58,423)    (46,941)
(Write-down)
 and gain on
 sale of
 vessels                 -        (500)     (4,759)     (14,353)     (4,759)
Restructuring
 (charge)
 recovery             (157)       (135)          -         (292)        262
----------------------------------------------------------------------------
Income from
 vessel
 operations         71,518      96,412      62,541      236,981     181,163

Interest
 expense           (33,645)    (31,380)    (22,911)     (89,825)    (63,399)
Interest
 income                153         141         145          430         512
Realized and
 unrealized
 (losses)
 gains
 derivative
 instruments
 (3)               (77,102)     49,729      (9,432)     (90,182)    (84,208)
Equity (loss)
 income             (7,052)      9,720       2,486        6,759       8,577
Foreign
 currency
 exchange
 loss(4)           (10,257)     (1,739)       (939)     (16,640)     (4,550)
Other (loss)
 income - net         (373)        385        (278)         266         184
----------------------------------------------------------------------------
(Loss) income
 before income
 tax expense       (56,758)    123,268      31,612       47,789      38,279
Income tax
 recovery
 (expense)           5,465         111      (1,468)       5,654      (2,913)
----------------------------------------------------------------------------
Net (loss)
 income            (51,293)    123,379      30,144       53,443      35,366
----------------------------------------------------------------------------

Non-
 controlling
 interests in
 net (loss)
 income              3,446       3,638       1,623       11,082       4,956
Dropdown
 Predecessor's
 interest in
 net (loss)
 income (1)              -      15,515           -       10,100           -
Preferred
 unitholders'
 interest in
 net (loss)
 income             10,349       4,791       2,719       17,859       8,156
General
 Partner's
 interest in
 net (loss)
 income              5,738       6,153       4,376       15,655      12,015
Limited
 partners'
 interest in
 net (loss)
 income            (70,826)     93,282      21,426       (1,253)     10,239
Weighted-
 average
 number of
 common units:
  - basic      102,009,737  92,413,598  85,681,495   95,640,284  85,556,125
  - diluted    102,009,737  92,457,480  85,717,631   95,640,284  85,626,915
Total number
 of common
 units
 outstanding
 at end of
 period        107,003,043  92,413,598  85,681,495  107,003,043  85,681,495
----------------------------------------------------------------------------
(1) Results for the Knarr FPSO unit for the period beginning on March 9,
    2015 prior to its acquisition by the Partnership on July 1, 2015 when it
    was owned and operated by Teekay Corporation, are included in the
    Dropdown Predecessor. The amounts included in this release related to
    the Dropdown Predecessor are preliminary, and will be finalized for
    inclusion in the Partnership's Form 6-K filing for the quarter ended
    September 30, 2015. Any revisions to the preliminary Dropdown
    Predecessor figures are only expected to impact the accounting for the
    periods prior to the date the Knarr FPSO unit was acquired by the
    Partnership, and therefore will have no effect on the adjusted net
    income attributable to the partners or distributable cash flow of the
    Partnership for any period, including the third quarter of 2015.
(2) General and administrative expenses for the three and nine months ended
    September 30, 2015 include one-time business development fees of $13.9
    million paid to Teekay Corporation relating to the purchases of the
    Knarr FPSO unit, the six towage vessels and the Arendal Spirit UMS.
(3) Realized losses on derivative instruments relate to amounts the
    Partnership actually paid to settle derivative instruments, and the
    unrealized (losses) gains on derivative instruments relate to the change
    in fair value of such derivative instruments, as detailed in the table
    below:


                             Three Months Ended          Nine Months Ended
                      September   June 30,  September  September  September
                       30, 2015       2015   30, 2014   30, 2015   30, 2014
Realized losses
 relating to:
  Interest rate swaps   (15,857)   (16,101)   (13,799)   (45,378)   (41,859)
  Interest rate swap
   termination          (10,876)         -          -    (10,876)         -
  Foreign currency
   forward contracts     (4,064)    (2,571)      (278)    (9,890)      (581)
                      ------------------------------------------------------
                        (30,797)   (18,672)   (14,077)   (66,144)   (42,440)
                      ------------------------------------------------------

Unrealized (losses)
 gains relating to:
  Interest rate swaps   (43,453)    62,188      6,940    (22,303)   (40,152)
  Foreign currency
   forward contracts     (2,852)     6,213     (2,295)    (1,735)    (1,616)
                      ------------------------------------------------------
                        (46,305)    68,401      4,645    (24,038)   (41,768)
                      ------------------------------------------------------

Total realized and
 unrealized (losses)
 gains on derivative
 instruments            (77,102)    49,729     (9,432)   (90,182)   (84,208)
                      ------------------------------------------------------
(4) Foreign currency exchange loss includes realized losses relating to the
    amounts the Partnership paid to settle its non-designated cross currency
    swaps that were entered into as an economic hedge relating to the
    Partnership's Norwegian Kroner (NOK)-denominated unsecured bonds as
    detailed in the table below. The Partnership issued NOK 600 million of
    unsecured bonds in 2012 maturing in 2017, NOK 1,300 million of unsecured
    bonds in 2013 maturing in 2016 and 2018, and NOK 1,000 million of
    unsecured bonds in 2014 maturing in 2019. Foreign currency exchange loss
    also includes unrealized (losses) gains relating to the change in fair
    value of such derivative instruments, partially offset by unrealized
    gains (losses) on the revaluation of the NOK bonds, as detailed in the
    table below:


                             Three Months Ended          Nine Months Ended
                      September   June 30,  September  September  September
                       30, 2015       2015   30, 2014   30, 2015   30, 2014
Realized losses on
 cross currency swaps    (2,840)    (1,953)      (497)    (7,173)      (519)
Unrealized (losses)
 gains on cross
 currency swaps         (32,649)    12,525    (18,806)   (52,325)   (25,498)
Unrealized gains
 (losses) on
 revaluation of NOK
 bonds                   28,722     (9,512)    21,561     48,602     23,862

Teekay Offshore Partners L.P.

Consolidated Balance Sheets

(in thousands of U.S. dollars)



                                        As at          As at          As at
                                September 30,                  December 31,
                                         2015  June 30, 2015           2014
                                   (unaudited)    (unaudited)    (unaudited)

ASSETS
Current
Cash and cash equivalents             251,058        242,764        252,138
Restricted cash - current              40,241         73,700          4,704
Accounts receivable                   154,965        117,085        103,665
Vessel held for sale                    5,000          5,000              -
Net investments in direct
 financing leases - current             5,781          5,501          4,987
Prepaid expenses                       42,450         34,503         30,211
Due from affiliates                    44,829         37,856         44,225
Advances to joint venture                   -              -          5,225
Other current assets                   20,284         14,644          4,626
----------------------------------------------------------------------------
Total current assets                  564,608        531,053        449,781
----------------------------------------------------------------------------

Restricted cash - long-term             9,109              -         42,056

Vessels and equipment
At cost, less accumulated
 depreciation                       4,579,915      3,274,888      3,010,689
Advances on newbuilding
 contracts and conversion costs       327,286        252,040        172,776
Net investments in direct
 financing leases                      13,038         14,599         17,471
Investment in equity accounted
 joint ventures                        70,458         74,162         54,955
Derivative instruments                    284          5,240          4,660
Deferred tax assets                    15,046          5,095          5,959
Other assets                          143,435         75,224         51,362
Intangible assets - net                 4,548          5,400          6,410
Goodwill                              129,145        129,145        129,145
----------------------------------------------------------------------------
Total assets                        5,856,872      4,366,846      3,945,264
----------------------------------------------------------------------------
LIABILITIES AND EQUITY
Current
Accounts payable                       36,865         12,902         15,064
Accrued liabilities                   100,506        120,438         68,013
Deferred revenues                      50,220         25,901         25,669
Due to affiliates                     296,683        143,742        108,941
Current portion of derivative
 instruments                          124,414        106,588         85,318
Current portion of long-term
 debt                                 469,002        466,952        258,014
Current portion of in-process
 revenue contracts                     12,779         12,779         12,744
----------------------------------------------------------------------------
Total current liabilities           1,090,469        889,302        573,763
----------------------------------------------------------------------------
Long-term debt                      2,910,917      2,195,010      2,178,009
Derivative instruments                324,051        236,208        257,754
In-process revenue contracts           66,238         69,450         75,805
Other long-term liabilities           214,481         60,033         44,238
----------------------------------------------------------------------------
Total liabilities                   4,606,156      3,450,003      3,129,569
----------------------------------------------------------------------------
Redeemable non-controlling
 interest                               5,574         10,481         12,842
Convertible Preferred Units
 (10.4 million and nil units
 issued and outstanding at
 September 30, 2015 and
 December 31, 2014,
 respectively)                        254,724              -              -
Equity
Limited partners - common units
 (107.0 million and 92.4
 million units issued and
 outstanding at September 30,
 2015 and December 31, 2014,
 respectively)                        641,320        560,593        589,165
Limited partners - preferred
 units (11.0 million and 6.0
 million units issued and
 outstanding at September 30,
 2015 and December 31, 2014,
 respectively)                        266,924        267,685        144,800
General Partner                        25,039         20,457         21,038
Non-controlling interests              58,220         57,627         47,850
Accumulated other comprehensive
 loss                                  (1,085)             -              -
----------------------------------------------------------------------------
Total equity                          990,418        906,362        802,853
----------------------------------------------------------------------------
Total liabilities and total
 equity                             5,856,872      4,366,846      3,945,264
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Teekay Offshore Partners L.P.

Consolidated Statements of Cash Flows

(in thousands of U.S. dollars)



                                                     Nine Months Ended
                                               September 30,  September 30,
                                                        2015           2014
                                               (unaudited)(1)    (unaudited)
Cash and cash equivalents provided by (used
 for)
OPERATING ACTIVITIES
Net income                                            53,443         35,366
Non-cash items:
  Unrealized loss on derivative instruments           77,421         67,266
  Equity income, net of dividends received of
   $nil (2014 - $7,390)                               (6,759)        (1,187)
  Depreciation and amortization                      202,625        146,721
  Write-down and (gain) on sale of vessels            14,353          4,759
  Deferred income tax (recovery) expense              (6,399)           887
  Amortization of in-process revenue contracts        (9,533)        (9,532)
  Foreign currency exchange gain and other           (84,622)       (28,667)
Change in non-cash working capital items
 related to operating activities                      51,300       (105,368)
Expenditures for dry docking                          (8,485)       (26,527)
----------------------------------------------------------------------------
Net operating cash flow                              283,344         83,718
----------------------------------------------------------------------------

FINANCING ACTIVITIES
Proceeds from long-term debt                         547,707        799,049
Scheduled repayments of long-term debt              (251,646)      (274,164)
Prepayments of long-term debt                        (83,606)      (308,625)
Debt issuance costs                                  (20,222)       (10,555)
Purchase of Teekay Knarr AS and Knarr L.L.C
 from Teekay Corporation (net of cash acquired
 of $15.4 million)                                  (112,710)             -
Decrease in restricted cash                           (2,590)             -
Proceeds from issuance of common units                 9,336          7,784
Proceeds from issuance of preferred units            375,000              -
Expenses relating to equity offerings                 (4,469)          (153)
Cash distributions paid by the Partnership          (176,592)      (160,926)
Settlement of contingent consideration
 liability                                            (3,303)             -
Cash distributions paid by subsidiaries to
 non-controlling interests                           (13,480)       (19,828)
Equity contribution from joint venture
 partners                                              5,500         26,267
Indemnification on Voyageur Spirit FPSO from
 Teekay Corporation                                        -          3,474
Other                                                    873            684
----------------------------------------------------------------------------
Net financing cash flow                              269,798         63,007
----------------------------------------------------------------------------

INVESTING ACTIVITIES
Expenditures for vessels and equipment,
 including advances on newbuilding contracts
 and conversion costs                               (563,260)      (140,755)
Proceeds from sale of vessels and equipment            8,918              -
Direct financing lease payments received               3,639          4,189
Investment in equity accounted joint ventures         (8,744)             -
Repayment (advances) from (to) joint venture
 partners and equity accounted joint ventures          5,225         (6,487)
Acquisition of ALP Maritime Services B.V. (net
 of cash acquired of $0.3 million)                         -         (2,322)
Acquisition of Logitel Offshore Holding AS
 (net of cash acquired of $8.1 million)                    -          4,090
----------------------------------------------------------------------------
Net investing cash flow                             (554,222)      (141,285)
----------------------------------------------------------------------------

(Decrease) increase in cash and cash
 equivalents                                          (1,080)         5,440
Cash and cash equivalents, beginning of the
 period                                              252,138        219,126
----------------------------------------------------------------------------
Cash and cash equivalents, end of the period         251,058        224,566
----------------------------------------------------------------------------
(1) In accordance with GAAP, the Consolidated Statement of Cash Flows for
    the nine months ended September 30, 2015 includes the cash flows
    relating to the Knarr FPSO unit Dropdown Predecessor for the period from
    March 9, 2015 to July 1, 2015, when the vessel was under the common
    control of Teekay Corporation, but prior to its acquisition by the
    Partnership. The amounts included in this release related to the
    Dropdown Predecessor are preliminary, and will be finalized for
    inclusion in the Partnership's Form 6-K filing for the quarter ended
    September 30, 2015. Any revisions to the preliminary Dropdown
    Predecessor figures are only expected to impact the accounting for the
    periods prior to the date the Knarr FPSO unit was acquired by the
    Partnership, and therefore will have no effect on the adjusted net
    income attributable to the partners or distributable cash flow of the
    Partnership for any period, including the third quarter of 2015.

Teekay Offshore Partners L.P.

Appendix A - Specific Items Affecting Net (Loss) Income

(in thousands of U.S. dollars)

Set forth below is a reconciliation of the Partnership's unaudited adjusted net income attributable to the partners, a non-GAAP financial measure, to net (loss) income attributable to the partners as determined in accordance with GAAP. The Partnership believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use this information to evaluate the Partnership's financial performance. The items below are also typically excluded by securities analysts in their published estimates of the Partnership's financial results. Adjusted net income attributable to the partners is intended to provide additional information and should not be considered a substitute for measures of performance prepared in accordance with GAAP.



----------------------------------------------------------------------------
                                                    Three Months Ended
                                               September 30,  September 30,
                                                        2015           2014
                                                  (unaudited)    (unaudited)
Net (loss) income - GAAP basis                       (51,293)        30,144
Adjustments:
  Net income attributable to non-controlling
   interests                                          (3,446)        (1,623)
----------------------------------------------------------------------------
Net (loss) income attributable to the partners       (54,739)        28,521
Add (subtract) specific items affecting net
 (loss) income:
  Foreign currency exchange losses(1)                  7,417            442
  Unrealized losses (gains) on derivative
   instruments(2)                                     55,780         (5,690)
  Realized loss on swap termination                   10,876              -
  Write-down of vessel(3)                                  -          4,759
  Deferred income tax recovery relating to
   Norwegian tax structure(4)                         (5,834)             -
  Pre-operational costs(5)                             1,923              -
  Business development fees and other(6)              15,571            278
  Non-controlling interests' share of items
   above(7)                                            1,058            494
----------------------------------------------------------------------------
Total adjustments                                     86,791            283
----------------------------------------------------------------------------
Adjusted net income attributable to the
 partners                                             32,052         28,804
----------------------------------------------------------------------------
(1) Foreign currency exchange losses primarily relate to the Partnership's
    revaluation of all foreign currency-denominated monetary assets and
    liabilities based on the prevailing exchange rate at the end of each
    reporting period and unrealized gains or losses related to the
    Partnership's cross currency swaps for outstanding Norwegian bonds of
    the Partnership and excludes the realized gains and losses relating to
    the cross currency swaps.
(2) Reflects the unrealized losses (gains) due to changes in the mark-to-
    market value of interest rate swaps and foreign exchange forward
    contracts that are not designated as hedges for accounting purposes,
    including the unrealized mark-to-market value of the interest rate swaps
    within the Cidade de Itajai FPSO and Libra FPSO equity accounted joint
    ventures.
(3) Write-down of vessel for the three months ended September 30, 2014
    relates to the impairment of one of the Partnership's 1990s-built
    shuttle tankers to its estimated fair value. The write-down was the
    result of the pending expiration of the contract for this vessel, which
    was re-chartered at a lower rate.
(4) Reflects the increase in the deferred income tax asset for one of the
    Partnership's Norwegian tax structures.
(5) Reflects the realized losses on foreign currency forward contracts
    relating to upgrade costs on the Petrojarl 1 FPSO unit as well as
    depreciation and amortization expense relating to the Petrojarl 1 FPSO
    unit while undergoing conversion.
(6) Other items for the three months ended September 30, 2015 include one-
    time business development fees of $13.9 million paid to Teekay
    Corporation relating to the purchases of the Knarr FPSO unit, the six
    towage vessels, and the Arendal Spirit UMS, the ineffective portion of
    losses on interest rate swaps designated and qualifying as cash flow
    hedges of $1.1 million, a $0.4 million write-down of inventory assets,
    and a restructuring charge of $0.2 million relating to seafarer
    redundancy in the Partnership's shuttle tanker fleet. Other items for
    the three months ended September 30, 2014 includes include a $0.3
    million loss related to the revaluation of a contingent consideration
    payable in relation to the Partnership's acquisition of Logitel.
(7) Items affecting net (loss) income include items from the Partnership's
    consolidated non-wholly-owned subsidiaries. The specific items affecting
    net (loss) income are analyzed to determine whether any of the amounts
    originated from a consolidated non-wholly-owned subsidiary. Each amount
    that originates from a consolidated non-wholly-owned subsidiary is
    multiplied by the non-controlling interests' percentage share in this
    subsidiary to arrive at the non-controlling interests' share of the
    amount. The amount identified as "non-controlling interests' share of
    items above" in the table above is the cumulative amount of the non-
    controlling interests' proportionate share of items listed in the table.

Teekay Offshore Partners L.P.

Appendix B - Reconciliation of Non-GAAP Financial Measure

Distributable Cash Flow

(in thousands of U.S. dollars)

Distributable cash flow represents net (loss) income adjusted for depreciation and amortization expense, non-controlling interests, non-cash items, distributions relating to equity financing of newbuilding installments, distributions on our preferred units, vessel and business acquisition costs, estimated maintenance capital expenditures, write-down of vessels, unrealized gains and losses from derivatives, realized losses on termination of interest rate swaps, non-cash income taxes and unrealized foreign exchange related items. Maintenance capital expenditures represent those capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by, the Partnership's capital assets. Distributable cash flow is a quantitative standard used in the publicly-traded partnership investment community to assist in evaluating a partnership's ability to make quarterly cash distributions. Distributable cash flow is not defined by GAAP and should not be considered as an alternative to net (loss) income or any other indicator of the Partnership's performance required by GAAP. The table below reconciles distributable cash flow to net (loss) income for the quarters ended September 30, 2015 and September 30, 2014, respectively.



----------------------------------------------------------------------------
                                                    Three Months Ended
                                               September 30,  September 30,
                                                        2015           2014
                                                  (unaudited)    (unaudited)
----------------------------------------------------------------------------

Net (loss) income                                    (51,293)        30,144
----------------------------------------------------------------------------

Add (subtract):
  Depreciation and amortization                       72,827         49,759
  Vessel and business acquisition costs(1)            13,920              -
  Realized loss on termination of interest
   rate swap                                          10,876              -
  Equity loss (income) from joint ventures             7,052         (2,486)
  Distributions relating to equity financing
   of newbuildings and conversion costs                6,994          1,678
  Partnership's share of equity accounted
   joint venture's distributable cash flow net
   of estimated maintenance capital
   expenditures                                        4,434          2,774
  Write-down of vessel                                     -          4,759
  Distributions relating to preferred units          (10,573)        (2,719)
  Estimated maintenance capital
   expenditures(2)                                   (38,739)       (28,979)
  Unrealized losses (gains) on derivative
   instruments (3)                                    46,305         (4,645)
  Foreign currency exchange and other, net             1,760           (729)
----------------------------------------------------------------------------
Distributable Cash Flow before Non-Controlling
 Interests                                            63,563         49,556
  Non-controlling interests' share of DCF             (4,721)        (4,393)
----------------------------------------------------------------------------
Distributable Cash Flow                               58,842         45,163
----------------------------------------------------------------------------
(1) Vessel and business acquisition costs relate to business development
    fees of $13.9 million paid to Teekay Corporation relating to the
    purchases of the Knarr FPSO unit, the six towage vessels and the Arendal
    Spirit UMS.
(2) Estimated maintenance capital expenditures relating to the Partnership's
    equity accounted joint venture for the three months ended September 30,
    2015 and 2014 were $1.0 million and $1.0 million, respectively.
(3) Derivative instruments include interest rate swaps and foreign exchange
    forward contracts.

Teekay Offshore Partners L.P.

Appendix C - Reconciliation of Non-GAAP Financial Measure

Net Revenues

(in thousands of U.S. dollars)

Net revenues represents revenues less voyage expenses, which comprise all expenses relating to certain voyages, including bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. Net revenues is a non-GAAP financial measure used by certain investors to measure the financial performance of shipping companies, however, it is not required by GAAP and should not be considered as an alternative to revenues or any other indicator of the Partnership's performance required by GAAP.



                           Three Months Ended September 30, 2015
                                        (unaudited)
                                         Convent
               Shuttle                     ional               UMS
                Tanker     FPSO     FSO   Tanker   Towage  Segment
               Segment  Segment Segment  Segment  Segment      (1)    Total
----------------------------------------------------------------------------
Revenues       131,381  137,888  14,234    8,006   10,808   11,737  314,054
Voyage
 expenses      (22,844)       -    (217)    (765)  (4,340)       -  (28,166)
----------------------------------------------------------------------------
Net revenues   108,537  137,888  14,017    7,241    6,468   11,737  285,888
----------------------------------------------------------------------------


                           Three Months Ended September 30, 2014
                                        (unaudited)
                                         Convent
               Shuttle                     ional
                Tanker     FPSO     FSO   Tanker   Towage
               Segment  Segment Segment  Segment  Segment    Total
--------------------------------------------------------------------
Revenues       144,778   92,801  12,786    7,811      266  258,442
Voyage
 expenses      (26,178)       -  (1,038)  (1,351)     (55) (28,622)
--------------------------------------------------------------------
Net revenues   118,600   92,801  11,748    6,460      211  229,820
--------------------------------------------------------------------
(1) The Partnership acquired 100% of the outstanding shares of Logitel
    during the third quarter of 2014 and operations began in the second
    quarter of 2015.

Teekay Offshore Partners L.P.

Appendix D - Supplemental Segment Information

(in thousands of U.S. dollars)



                          Three Months Ended September 30, 2015
                                       (unaudited)
                                         Convent
              Shuttle                      ional
               Tanker     FPSO      FSO   Tanker   Towage      UMS
              Segment  Segment  Segment  Segment  Segment  Segment    Total
----------------------------------------------------------------------------
Net revenues
 (See
 Appendix C)  108,537  137,888   14,017    7,241    6,468   11,737  285,888
Vessel
 operating
 expenses     (28,814) (47,542)  (6,511)  (1,620)  (4,709)  (5,976) (95,172)
Time-charter
 hire expense (18,893)       -        -        -        -        -  (18,893)
Depreciation
 and
 amortization (25,362) (38,051)  (3,295)  (1,676)  (2,766)  (1,677) (72,827)
General and
 administrati
 ve(1)         (4,162) (17,600)    (183)    (148)  (2,670)  (2,558) (27,321)
Restructuring
 charge          (157)       -        -        -        -        -     (157)
----------------------------------------------------------------------------
Income (loss)
 from vessel
 operations    31,149   34,695    4,028    3,797   (3,677)   1,526   71,518
----------------------------------------------------------------------------



                          Three Months Ended September 30, 2014
                                       (unaudited)
                                         Convent
              Shuttle                      ional
               Tanker     FPSO      FSO   Tanker   Towage      UMS
              Segment  Segment  Segment  Segment  Segment  Segment    Total
----------------------------------------------------------------------------
Net revenues
 (See
 Appendix C)  118,600   92,801   11,748    6,460      211        -  229,820
Vessel
 operating
 expenses     (38,969) (43,142)  (7,969)  (1,558)       -        -  (91,638)
Time-charter
 hire expense  (7,085)       -        -        -        -        -   (7,085)
Depreciation
 and
 amortization (27,727) (18,186)  (2,232)  (1,614)       -        -  (49,759)
General and
 administrati
 ve            (6,542)  (5,143)    (768)    (795)    (372)    (418) (14,038)
Write-down of
 vessel        (4,759)                -        -        -        -   (4,759)
----------------------------------------------------------------------------
Income (loss)
 from vessel
 operations    33,518   26,330      779    2,493     (161)    (418)  62,541
----------------------------------------------------------------------------


(1) General and administrative expenses for the three months ended September
    30, 2015 includes business development fees of $13.9 million paid to
    Teekay Corporation relating to the purchases of the Knarr FPSO unit, the
    six towage vessels, and the Arendal Spirit UMS.

Teekay Offshore Partners L.P.

Appendix E - Reconciliation of Non-GAAP Financial Measure

Cash Flow From Vessel Operations From Consolidated Vessels

(in thousands of U.S. dollars)

Cash flow from vessel operations from consolidated vessels represents income from vessel operations before depreciation and amortization expense, write-down of vessels, and amortization of the non-cash portion of revenue contracts, and includes the realized gains and losses on the settlement of foreign exchange forward contracts and adjusts for direct financing leases to a cash basis. Cash flow from vessel operations is included because certain investors use this data to measure a company's financial performance. Cash flow from vessel operations is not required by GAAP and should not be considered as an alternative to net (loss) income or any other indicator of the Partnership's performance required by GAAP.



                           Three Months Ended September 30, 2015
                                        (unaudited)
                                           Convent
                Shuttle                      ional
                 Tanker     FPSO      FSO   Tanker  Towage      UMS
                Segment  Segment  Segment  Segment Segment  Segment   Total
----------------------------------------------------------------------------
Income from
 vessel
 operations
 (See Appendix
 D)              31,149   34,695    4,028    3,797  (3,677)   1,526  71,518
Depreciation
 and
 amortization    25,362   38,051    3,295    1,676   2,766    1,677  72,827
Realized losses
 from the
 settlements of
 non-designated
 foreign
 exchange
 forward
 contracts       (2,195)  (1,443)       -        -       -        -  (3,638)
Amortization of
 non-cash
 portion of
 revenue
 contracts            -   (4,041)       -        -       -        -  (4,041)
Falcon Spirit
 revenue
 accounted for
 as direct
 financing
 lease                -        -     (896)       -       -        -    (896)
Falcon Spirit
 cash flow from
 time-charter
 contracts            -        -    2,177        -       -        -   2,177
----------------------------------------------------------------------------
Cash flow from
 (used for)
 vessel
 operations
 from
 consolidated
 vessels         54,316   67,262    8,604    5,473    (911)   3,203 137,947
----------------------------------------------------------------------------


                           Three Months Ended September 30, 2014
                                        (unaudited)
                                          Convent
               Shuttle                      ional
                Tanker     FPSO      FSO   Tanker  Towage      UMS
               Segment  Segment  Segment  Segment Segment  Segment    Total
----------------------------------------------------------------------------
Income from
 vessel
 operations
 (See Appendix
 D)             33,518   26,330      779    2,493    (161)    (418)  62,541
Depreciation
 and
 amortization   27,727   18,186    2,232    1,614       -        -   49,759
Realized
 (losses)
 gains from
 the
 settlements
 of non-
 designated
 foreign
 exchange
 forward
 contracts        (331)      53        -        -       -        -     (278)
Amortization
 of non-cash
 portion of
 revenue
 contracts           -   (3,212)       -        -       -        -   (3,212)
Write-down of
 vessel          4,759        -        -        -       -        -    4,759
Falcon Spirit
 revenue
 accounted for
 as direct
 financing
 lease               -        -   (1,104)       -       -        -   (1,104)
Falcon Spirit
 cash flow
 from time-
 charter
 contracts           -        -    2,165        -       -        -    2,165
               -------------------------------------------------------------
Cash flow from
 (used for)
 vessel
 operations
 from
 consolidated
 vessels        65,673   41,357    4,072    4,107    (161)    (418) 114,630
----------------------------------------------------------------------------

Teekay Offshore Partners L.P.

Appendix F - Reconciliation of Non-GAAP Financial Measure

Cash Flow From Vessel Operations From Equity Accounted Vessels

(in thousands of U.S. dollars)

Cash flow from vessel operations from equity accounted vessels represents income from vessel operations before depreciation and amortization expense. Cash flow from equity accounted vessel represents the Partnership's proportionate share of cash flow from vessel operations from its equity-accounted vessels, the Cidade de Itajai FPSO unit and the Libra FPSO conversion project. Cash flow from vessel operations from equity accounted vessels is included because certain investors use cash flow from vessel operations to measure a company's financial performance, and to highlight this measure for the Partnership's equity accounted joint ventures. Cash flow from vessel operations from equity accounted vessels is not required by GAAP and should not be considered as an alternative to equity income or any other indicator of the Partnership's performance required by GAAP.


                      Three Months Ended            Three Months Ended
                      September 30, 2015            September 30, 2014
                          (unaudited)                   (unaudited)
                            At  Partnership's             At  Partnership's
                          100%            50%           100%            50%
----------------------------------------------------------------------------
Voyage revenues         19,692          9,846         19,456          9,728
Vessel and other
 operating
 expenses               (6,205)        (3,103)        (8,367)        (4,184)
Depreciation and
 amortization           (4,221)        (2,111)        (4,760)        (2,380)
General and
 administrative              4              2            (76)           (38)
Loss on sale of
 asset                    (579)          (290)             -              -
----------------------------------------------------------------------------
Income from
 vessel
 operations of
 equity
 accounted
 vessels                 8,691          4,344          6,253          3,126
----------------------------------------------------------------------------
Net interest
 expense                (2,468)        (1,234)        (2,009)        (1,005)
Realized and
 unrealized
 (losses) gains
 on derivative
 instruments(1)        (20,151)       (10,076)           524            262
----------------------------------------------------------------------------
Total other
 items                 (22,619)       (11,310)        (1,485)          (743)
----------------------------------------------------------------------------
Net (loss)
 income / equity
 (loss) income
 of equity
 accounted
 vessel before
 income tax
 (expense)
 recovery              (13,928)        (6,966)         4,768          2,383
Income tax
 (expense)
 recovery                 (171)           (86)           204            103
----------------------------------------------------------------------------
Net (loss)
 income / equity
 (loss) income
 of equity
 accounted
 vessels               (14,099)        (7,052)         4,972          2,486
----------------------------------------------------------------------------

Income from
 vessel
 operations of
 equity
 accounted
 vessels                 8,691          4,344          6,253          3,126
Depreciation and
 amortization            4,221          2,111          4,760          2,380
Loss on sale of
 asset                     579            290              -              -
----------------------------------------------------------------------------
Cash flow from
 vessel
 operations from
 equity
 accounted
 vessels                13,491          6,745         11,013          5,506
----------------------------------------------------------------------------
(1) Realized and unrealized (losses) gains on derivative instruments for the
    three months ended September 30, 2015 and 2014 include total unrealized
    losses of $19.0 million ($9.5 million at the Partnership's 50% share)
    and $1.2 million ($0.6 million at the Partnership's 50% share),
    respectively, related to interest rate swaps for the Libra FPSO
    conversion project and the Cidade de Itajai FPSO unit.

Forward Looking Statements

This release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflect management's current views with respect to certain future events and performance, including statements regarding: the Partnership's expectations for its fourth quarter distributable cash flow and coverage ratio; the stability and growth of the Partnership's future distributable cash flows; expected forward revenues from the Partnership's fee-based contract portfolio; the timing of newbuilding, conversion and upgrade vessel or offshore unit deliveries and commencement of their respective charter contracts; and the estimated cost of building vessels. The following factors are among those that could cause actual results to differ materially from the forward-looking statements, which involve risks and uncertainties, and that should be considered in evaluating any such statement: vessel operations and oil production volumes; significant changes in oil prices; variations in expected levels of field maintenance; increased operating expenses; different-than-expected levels of oil production in the North Sea, Brazil and East Coast of Canada offshore fields; potential early termination of contracts; shipyard delivery or vessel conversion and upgrade delays and cost overruns; changes in exploration, production and storage of offshore oil and gas, either generally or in particular regions that would impact expected future growth; delays in the commencement of time-charters; failure to obtain required approvals by the Conflicts Committee of Teekay Offshore's general partner to approve the acquisition of vessels offered from Teekay Corporation, or third parties; the Partnership's ability to raise adequate financing to purchase additional assets and complete organic growth projects; and other factors discussed in Teekay Offshore's filings from time to time with the SEC, including its Report on Form 20-F for the fiscal year ended December 31, 2014. The Partnership expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Partnership's expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.

Contacts:
Investor Relations Enquiries
Ryan Hamilton
+1 (604) 609-6442
www.teekay.com


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