Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________

FORM 6-K
_________________________

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
_________________________

Date of Report: November 3, 2016

Commission file number 1-32479
_________________________

TEEKAY LNG PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
_________________________

4th Floor, Belvedere Building
69 Pitts Bay Road
Hamilton, HM 08 Bermuda
(Address of principal executive office)
_________________________

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ý           Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Yes ¨           No ý
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Yes ¨           No ý














 




Item 1 — Information Contained in this Form 6-K Report

Attached as Exhibit 1 is a copy of an announcement of Teekay LNG Partners L.P. dated November 3, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
TEEKAY LNG PARTNERS L.P.
 
 
Date: November 3, 2016
By:
 
/s/ Peter Evensen
 
 
 
Peter Evensen
Chief Executive Officer and Chief Financial Officer (Principal Financial and Accounting Officer)



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TEEKAY LNG PARTNERS REPORTS
THIRD QUARTER 2016 RESULTS

Highlights
Reported GAAP net income attributable to the partners of $50.1 million and adjusted net income attributable to the partners of $32.1 million (excluding items listed in Appendix A to this release) in the third quarter of 2016.
Generated distributable cash flow of $54.3 million, or $0.68 per common unit, in the third quarter of 2016.
Secured short and long-term charter contracts for two remaining unchartered MEGI LNG carrier newbuildings; all of the Partnership’s LNG newbuildings have now secured charter contracts.
Continued to make significant progress on securing long-term debt financing for committed growth projects delivering through 2020.
As of September 30, 2016, the Partnership had total liquidity of approximately $490 million after giving pro forma effect to the $125 million preferred unit issuance and NOK 900 million bond issuance (net of associated NOK 292 million bond repurchase) completed in October 2016.

Hamilton, Bermuda, November 3, 2016 - Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (Teekay LNG or the Partnership) (NYSE: TGP), today reported the Partnership’s results for the quarter ended September 30, 2016.

Three Months Ended
 
September 30, 2016
June 30, 2016
September 30, 2015
  (in thousands of U.S. Dollars)
(unaudited)
(unaudited)
(unaudited)
GAAP FINANCIAL COMPARISON
 
 
 
Voyage revenues
100,658
99,241
98,415
Income from vessel operations
50,634
47,554
42,197
Equity income
13,514
29,567
13,523
Net income attributable to the partners
50,107
43,071
7,498
NON-GAAP FINANCIAL COMPARISON
 
 
 
Total cash flow from vessel operations (CFVO) (1)
115,973
135,127
114,196
Distributable cash flow (DCF) (1)
54,325
76,067
61,098
Adjusted net income attributable to the partners (1)
32,093
53,780
37,121
(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).

Teekay LNG Partners L.P. Investor Relations Tel: +1 604 844-6654 www.teekaylng.com
4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda
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CEO Commentary
“Following the Partnership’s strong cash flows generated in the second quarter of 2016, which were supplemented by a favorable charter dispute settlement, the Partnership continued to generate strong cash flows in the third quarter of 2016 with the delivery of the Oak Spirit MEGI LNG carrier newbuilding which commenced its five-year charter contract with Cheniere Energy in early-August 2016,” commented Peter Evensen, Chief Executive Officer of Teekay GP LLC.
 
“We are pleased to report that our commercial team has now successfully secured charter contracts for all of our LNG carrier newbuildings,” Mr. Evensen continued.  “We have now secured a short-term charter contract with a major energy company and a new 15-year charter contract with the fully-financed Yamal LNG project for our two previously unchartered MEGI LNG carrier newbuildings delivering in early-2017 and early-2019, respectively.”
 
“Securing long-term financing for our growth projects that deliver through early-2020 is a major focus,” commented Mr. Evensen.  “We continued to make significant progress and anticipate completing approximately $1.3 billion(1) in long-term financings for various growth projects over the next few months.  In addition, the Partnership has again demonstrated its access to capital markets and has bolstered its liquidity position through the recent issuance of $125 million in preferred equity and $110 million of five-year Norwegian Kroner-denominated unsecured bonds in an over-subscribed offering.”
 
Mr. Evensen added, “As announced last week, I have decided to retire after 11 years with the Partnership and I am confident that Mark Kremin is the right person going forward as the President and CEO of Teekay Gas Group Ltd.  Mark is a highly experienced leader in the gas industry and has led the business and project development aspects of many of Teekay LNG’s largest and most successful investments and, since December 2015, has headed up the teams responsible for the commercial and technical operations as well.  We are well-positioned with a market-leading position, strong operations, a pipeline of built-in growth projects which are expected to provide significant cash flow growth, and a great team now led by Mark, while Teekay’s existing corporate finance team continues to be responsible for our financings.”    
Summary of Recent Events
Secured Charter Contracts for Previously Uncommitted Newbuildings
In September 2016, the Partnership entered into a 15-year charter contract with the Yamal LNG project, sponsored by Novatek OAO, Total SA, China National Petroleum Corporation and Silk Road Fund (the Yamal LNG Project), to provide the Yamal LNG Project with conventional LNG transportation services. The Yamal LNG Project, which is now fully-financed, is currently scheduled to start production in late-2017. The charter contract will be serviced by one of the Partnership's previously unchartered 174,000 cubic meter (cbm) LNG carrier newbuildings that is scheduled for delivery in early-2019.

Additionally, in November 2016, the Partnership entered into a 10-month plus one-year option charter contract with a major energy company. The charter contract will be serviced by the Partnership's previously unchartered 173,400 cbm LNG carrier newbuilding that is scheduled for delivery in late-February 2017. Prior to the conclusion of this charter, the Partnership will seek to secure a long-term contract for this vessel.
(1) Based on Teekay LNG’s proportionate ownership interests in the projects.



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Operating Results
The following table highlights certain financial information for Teekay LNG’s two segments: the Liquefied Gas Segment and the Conventional Tanker Segment (please refer to the “Teekay LNG’s Fleet” section of this release below and Appendices C through E for further details).
 
 
Three Months Ended
 
 
September 30, 2016
September 30, 2015
  (in thousands of U.S. Dollars)
 
(unaudited)
(unaudited)

 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Liquefied Gas Segment
Conventional Tanker Segment
Total
GAAP FINANCIAL COMPARISON
 












Voyage revenues
 
87,260

13,398

100,658

75,142

23,273

98,415

Income from vessel operations
 
48,009

2,625

50,634

37,698

4,499

42,197

Equity income
 
13,514


13,514

13,523


13,523

NON-GAAP FINANCIAL COMPARISON
 












 CFVO from consolidated vessels(i)
 
72,446

7,061

79,507

58,821

10,261

69,082

 CFVO from equity accounted vessels(i)
 
36,466


36,466

45,114


45,114

 Total CFVO(i)
 
108,912

7,061

115,973

103,935

10,261

114,196


(i)
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 GAAP.

Liquefied Gas Segment

Income from vessel operations and cash flow from vessel operations from consolidated vessels increased primarily due to the deliveries of the Creole Spirit and Oak Spirit MEGI LNG carrier newbuildings, which commenced their five-year charter contracts with Cheniere Energy in late-February 2016 and early-August 2016, respectively.
Equity income and cash flow from vessel operations from equity accounted vessels decreased primarily due to the impact of lower mid-sized LPG carrier spot rates, unscheduled off-hire related to certain of the LPG carriers and the redelivery of an older in-chartered LPG carrier (net of the additions of three LPG carrier newbuildings delivered from September 2015 to June 2016) in the Partnership's 50 percent-owned joint venture with Exmar (or the Exmar LPG Joint Venture) and temporary deferral of a portion of the charter payments for the Marib Spirit and Arwa Spirit, effective January 2016, in the Partnership’s 52 percent-owned LNG joint venture with Marubeni Corporation (or the MALT Joint Venture) as the charterer temporarily closed its LNG operations in 2015. Equity income was also impacted by unrealized gains on derivative instruments during the three months ended September 30, 2016, compared to unrealized losses in the same period of the prior year.
Conventional Tanker Segment
Income from vessel operations and cash flow from vessel operations decreased primarily due to the sales of the Bermuda Spirit and Hamilton Spirit in April and May 2016, respectively, and lower charter rates upon the charterer exercising its one-year extension options between September 2015 to January 2016 for the European Spirit, African Spirit and Asian Spirit.

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Teekay LNG's Fleet
The following table summarizes the Partnership’s fleet as of November 1, 2016:

Number of Vessels

Owned Vessels(i)
In-Chartered Vessels
Newbuildings
Total
LNG Carrier Fleet
31(ii)

19(ii)
50
LPG/Multigas Carrier Fleet
22(iii)

2(iv)
5(iv)
29
Conventional Tanker Fleet
6

6
Total
59

2
24
85

(i)
Owned vessels includes vessels accounted for under capital leases.
(ii)
The Partnership’s ownership interests in these vessels range from 20 percent to 100 percent.
(iii)
The Partnership’s ownership interests in these vessels range from 50 percent to 99 percent.
(iv)
The Partnership’s interest in these vessels is 50 percent.

Liquidity
In October 2016, the Partnership completed a public offering of $125 million of its 9.0% Series A Cumulative Redeemable Perpetual Preferred Units, raising net proceeds of $120.7 million. The net proceeds will be used for general partnership purposes, which may include debt repayments or funding installment payments on future newbuilding deliveries.

In October 2016, the Partnership issued NOK 900 million in senior unsecured bonds that mature in October 2021 in an oversubscribed offering in the Norwegian bond market. The Partnership entered into U.S. Dollar swap agreements relating to the new bond issuance, resulting in gross proceeds to the Partnership of approximately $110 million and a U.S. Dollar fixed-rate coupon of 7.72%. In connection with the new bond issuance, the Partnership agreed to repurchase NOK 292 million of the Partnership’s Norwegian senior unsecured bonds maturing in May 2017 at a price of 101.50 of the principal amount of the repurchased bonds. The remaining proceeds will be used for general partnership purposes, which may include funding of newbuilding installments. Teekay LNG will apply for listing of the new bonds on the Oslo Stock Exchange.

As of September 30, 2016, the Partnership had total liquidity of $315.8 million (comprised of $268.4 million in cash and cash equivalents and $47.4 million in undrawn credit facilities). Giving pro-forma effect to the $125 million preferred unit issuance and NOK 900 million bond issuance (net of associated NOK 292 million bond repurchase) in October 2016, the Partnership’s total liquidity as at September 30, 2016 would have been approximately $490 million.

Conference Call
The Partnership plans to host a conference call on Thursday, November 3, 2016 at 11:00 a.m. (ET) to discuss the results for the third quarter of 2016. All unitholders and interested parties are invited to listen to the live conference call by choosing from the following options:
By dialing (800) 505-9587 or (416) 204-9524, if outside North America, and quoting conference ID code 7989662.
By accessing the webcast, which will be available on Teekay LNG’s website at www.teekay.com (the archive will remain on the web site for a period of 30 days).

An accompanying Third Quarter Earnings Presentation will also be available at www.teekay.com in advance of the conference call start time.
The conference call will be recorded and made available until Thursday, November 17, 2016. This recording can be accessed following the live call by dialing (888) 203-1112 or (647) 436-0148, if outside North America, and entering access code 7989662.

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About Teekay LNG Partners L.P.
Teekay LNG Partners is one of the world's largest independent owners and operators of LNG carriers, providing LNG, LPG and crude oil marine transportation services primarily under long-term, fee-based charter contracts through its interests in 50 LNG carriers (including 19 newbuildings), 29 LPG/Multigas carriers (including five newbuildings) and six conventional tankers. The Partnership's interests in these vessels range from 20 to 100 percent. Teekay LNG Partners L.P. is a publicly-traded master limited partnership (MLP) formed by Teekay Corporation (NYSE: TK) as part of its strategy to expand its operations in the LNG and LPG shipping sectors.
Teekay LNG Partners’ common units trade on the New York Stock Exchange under the symbol “TGP”.
For Investor Relations
enquiries contact:

Ryan Hamilton
Tel: +1 (604) 609-6442
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. These non-GAAP financial measures, which include Cash Flow from Vessel Operations, Adjusted Net Income, and Distributable Cash Flow, 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. The Partnership believes that certain investors use this information to evaluate the Partnership’s financial performance.
Cash Flow from Vessel Operations

Cash flow from vessel operations (CFVO) represents income from vessel operations before depreciation and amortization expense, amortization of in-process revenue contracts, vessel write-downs, gains or losses on the sale of vessels and adjustments for direct financing leases to a cash basis, but includes realized gains or losses on the settlement of foreign currency forward contracts and a derivative charter contract. CFVO from Consolidated Vessels represents CFVO from vessels that are consolidated on the Partnership’s financial statements. CFVO from Equity Accounted Vessels represents the Partnership’s proportionate share of CFVO from its equity-accounted vessels. CFVO is a non-GAAP financial measure used by certain investors to measure the operational financial performance of companies. Please refer to Appendices D and E of this release for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures reflected in the Partnership’s consolidated financial statements.
Adjusted Net Income
Adjusted net income excludes from net income items of income or loss that are typically excluded by securities analysts in their published estimates of the Partnership’s financial results. The Partnership believes that certain investors use this information to evaluate the Partnership’s financial performance. Please refer to Appendix A of this release for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure reflected in the Partnership’s consolidated financial statements.
Distributable Cash Flow
Distributable cash flow (DCF) represents net income adjusted for depreciation and amortization expense, deferred income tax and other non-cash items, estimated maintenance capital expenditures, unrealized gains and losses from non-designated derivative instruments, ineffectiveness for derivative instruments designated as hedges for accounting purposes, distributions relating to equity financing of newbuilding installments, adjustments for direct financing leases to a cash basis and foreign exchange related items, including the Partnership's proportionate share of such items in equity accounted for investments. Maintenance capital expenditures represent those capital expenditures required to

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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 financial performance. Please refer to Appendix B of this release for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure reflected in the Partnership’s consolidated financial statements.

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Teekay LNG Partners L.P.
Consolidated Statements of Income
(in thousands of U.S. Dollars, except units outstanding)
 
Three Months Ended
Nine Months Ended
 
September 30,
June 30,
September 30,
September 30,
September 30,
2016
2016
2015
2016
2015
 
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
Voyage revenues
100,658

99,241

98,415

295,670

294,349

 










Voyage expenses
(355
)
(542
)
(240
)
(1,354
)
(931
)
Vessel operating expenses
(22,055
)
(22,412
)
(24,319
)
(66,320
)
(70,055
)
Depreciation and amortization
(24,041
)
(22,869
)
(22,473
)
(70,521
)
(69,251
)
General and administrative expenses
(3,573
)
(5,864
)
(5,676
)
(14,865
)
(19,452
)
Loss on sale of vessels(1)



(27,439
)

Restructuring charges


(3,510
)

(3,510
)
Income from vessel operations
50,634

47,554

42,197

115,171

131,150


 
 
 
 
 
Equity income(2)
13,514

29,567

13,523

52,579

60,583

Interest expense(3)
(15,644
)
(13,269
)
(11,175
)
(42,910
)
(32,432
)
Interest income
653

545

617

1,800

1,962

Realized and unrealized gain (loss) on










 non-designated derivative instruments(4)
5,004

(17,321
)
(26,835
)
(50,406
)
(29,979
)
Foreign currency exchange gain (loss)(5)
504

(525
)
(8,153
)
(10,139
)
8,231

Other income
397

407

393

1,223

1,171

Net income before tax expense
55,062

46,958

10,567

67,318

140,686

Income tax expense
(209
)
(252
)
(258
)
(722
)
(291
)
Net income
54,853

46,706

10,309

66,596

140,395

 
 
 
 
 
 
Non-controlling interest in net income
4,746

3,635

2,811

10,556

11,736

General Partner's interest in net income
1,002

862

7,622

1,121

24,832

Limited partners’ interest in net income
49,105

42,209

(124
)
54,919

103,827

Weighted-average number of common
 
 
 
 
 
  units outstanding:
 
 
 
 
 
• Basic
79,571,820

79,571,820

78,941,689

79,567,188

78,679,813

• Diluted
79,697,417

79,695,804

79,009,078

79,659,822

78,741,533

Total number of common units










  outstanding at end of period
79,571,820

79,571,820

79,513,914

79,571,820

79,513,914


(1)
Loss on sale of vessels relates to to Centrofin Management Inc. (or Centrofin) exercising its purchase options, under the 12-year charter contracts, to acquire the Bermuda Spirit and Hamilton Spirit Suezmax tankers during the nine months ended September 30, 2016. The Bermuda Spirit was sold to Centrofin on April 15, 2016 and the Hamilton Spirit was sold to Centrofin on May 17, 2016 for gross proceeds of $94 million. The Partnership received a total of $50 million from Centrofin prior to the commencement of the two charters and thus, the purchase option prices were lower than they would have been otherwise. Such amounts received from Centrofin were accounted for under GAAP as deferred revenue (prepayment of future charter payments) and not as a reduction in the purchase price of the vessels, and was amortized to revenues over the 12-year charter periods on a straight-line basis. Approximately $28 million of the $50 million had been recognized to revenues since the inception of the charters, which approximates the $27 million loss on sale recognized in the first quarter of 2016.

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(2)
Equity income includes unrealized gains/losses on non-designated derivative instruments and any ineffectiveness for derivative instruments designated as hedges for accounting purposes:
 
 
Three Months Ended
Nine Months Ended
 
 
September 30,
June 30,
September 30,
September 30,
September 30,
 
 
2016
2016
2015
2016
2015
Equity income
13,514

29,567

13,523

52,579

60,583

Proportionate share of unrealized (gain) loss on











non-designated derivative instruments
(4,604
)
1,741

2,809

1,115

(4,147
)
Proportionate share of ineffective portion of hedge











accounted interest rate swaps
(682
)
514

1,122

(8
)
1,122

Equity income excluding unrealized gains/losses
 
 
 
 
 

on designated and non-designated derivative
 
 
 
 
 

instruments
8,228

31,822

17,454

53,686

57,558


(3)
Included in interest expense is ineffectiveness for derivative instruments designated as hedges for accounting purposes, as detailed in the table below (excludes any interest rate swap agreements designated and qualifying cash flow hedges in the Partnership's equity accounted joint ventures):
 
 
Three Months Ended
Nine Months Ended
 
 
September 30,
June 30,
September 30,
September 30,
September 30,
 
 
2016
2016
2015
2016
2015
Ineffective portion on qualifying cash flow






 hedging instruments
(130
)
484


(1,044
)


(4) The realized gains (losses) on non-designated derivative instruments relate to the amounts the Partnership actually paid or received to settle non-designated derivative instruments and the unrealized gains (losses) on non-designated derivative instruments relate to the change in fair value of such non-designated derivative instruments, as detailed in the table below:
 

Three Months Ended
Nine Months Ended
 

September 30,
June 30,
September 30,
September 30,
September 30,

2016
2016
2015
2016
2015
Realized (losses) gains relating to:
 

 

 


Interest rate swap agreements
(6,494
)
(6,613
)
(7,232
)
(19,750
)
(21,856
)
Toledo Spirit time-charter derivative contract
(10
)

326

620

(244
)
 

(6,504
)
(6,613
)
(6,906
)
(19,130
)
(22,100
)
 

 
 
 


Unrealized gains (losses) relating to:
 
 
 


Interest rate swap agreements
8,436

(6,220
)
(12,232
)
(18,441
)
835

Interest rate swaption agreements
1,992

(7,088
)
(5,927
)
(16,765
)
(5,334
)
Toledo Spirit time-charter derivative contract
1,080

2,600

(1,770
)
3,930

(3,380
)
 

11,508

(10,708
)
(19,929
)
(31,276
)
(7,879
)
Total realized and unrealized gains (losses) on
 
 
 
 
 
 
non-designated derivative instruments
5,004

(17,321
)
(26,835
)
(50,406
)
(29,979
)



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(5)
For accounting purposes, the Partnership is required to revalue all foreign currency-denominated monetary assets and liabilities based on the prevailing exchange rates at the end of each reporting period. This revaluation does not affect the Partnership’s cash flows or the calculation of distributable cash flow, but results in the recognition of unrealized foreign currency translation gains or losses in the Consolidated Statements of Income.

Foreign currency exchange gain (loss) includes realized losses relating to the amounts the Partnership paid to settle the Partnership’s non-designated cross-currency swaps that were entered into as economic hedges in relation to the Partnership’s Norwegian Kroner (NOK) denominated unsecured bonds. The Partnership issued NOK 700 million, NOK 900 million, and NOK 1,000 million of unsecured bonds between May 2012 and May 2015. Foreign currency exchange gain (loss) also includes unrealized gains (losses) relating to the change in fair value of such derivative instruments, partially offset by unrealized (losses) gains on the revaluation of the NOK bonds as detailed in the table below:
 

Three Months Ended
Nine Months Ended
 

September 30,
June 30,
September 30,
September 30,
September 30,

2016
2016
2015
2016
2015
Realized losses on cross-currency swaps
(2,283
)
(2,329
)
(2,279
)
(6,903
)
(5,168
)
Unrealized gains (losses) on cross-currency swaps
20,217

(6,571
)
(31,039
)
34,958

(49,825
)
Unrealized (losses) gains on revaluation of NOK bonds
(14,748
)
3,567

25,750

(31,611
)
43,381







    



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Teekay LNG Partners L.P.
Consolidated Balance Sheets  
(in thousands of U.S. Dollars)
 
As at September 30,
As at June 30,
As at December 31,
 
2016
2016
2015
 
(unaudited)
(unaudited)
(unaudited)
ASSETS
  
  

Current
  
  

Cash and cash equivalents
268,395

127,498

102,481

Restricted cash – current
5,296

6,096

6,600

Accounts receivable
16,175

13,524

22,081

Prepaid expenses
4,501

4,388

4,469

Current portion of derivative assets
21

113


Current portion of net investments in direct financing leases
18,788

18,328

20,606

Advances to affiliates
15,568

17,173

13,026

Total current assets
328,744

187,120

169,263

 
 
 

Restricted cash – long-term
94,931

104,328

104,919

 
 
 

Vessels and equipment
  
  

At cost, less accumulated depreciation
1,417,825

1,430,545

1,595,077

Vessels under capital leases, at cost, less accumulated depreciation
488,245

289,797

88,215

Advances on newbuilding contracts
314,766

374,937

424,868

Total vessels and equipment
2,220,836

2,095,279

2,108,160

Investment in and advances to equity accounted joint ventures
935,246

933,812

883,731

Net investments in direct financing leases
629,608

635,351

646,052

Other assets
6,954

8,876

20,811

Derivative assets
2,397

2,350

5,623

Intangible assets – net
72,148

74,362

78,790

Goodwill – liquefied gas segment
35,631

35,631

35,631

Total assets
4,326,495

4,077,109

4,052,980

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current
  
  
 
Accounts payable
2,934

2,287

2,770

Accrued liabilities
31,431

31,769

37,456

Unearned revenue
16,613

17,575

19,608

Current portion of long-term debt
318,827

227,595

197,197

Current obligations under capital lease
67,669

62,973

4,546

Current portion of in-process contracts
15,384

14,199

12,173

Current portion of derivative liabilities
87,381

83,412

52,083

Advances from affiliates
13,053

15,285

22,987

Total current liabilities
553,292

455,095

348,820

Long-term debt
1,647,370

1,662,693

1,802,012

Long-term obligations under capital lease
329,287

166,269

54,581

Long-term unearned revenue
10,657

10,994

30,333

Other long-term liabilities
62,166

64,587

71,152

In-process contracts
10,903

14,152

20,065

Derivative liabilities
149,871

186,321

182,338

Total liabilities
2,763,546

2,560,111

2,509,301

 
 
 
 
Equity
  
  
 
Limited partners
1,494,846

1,456,786

1,472,327

General Partner
49,246

48,469

48,786

Accumulated other comprehensive loss
(12,547
)
(15,679
)
(2,051
)
Partners' equity
1,531,545

1,489,576

1,519,062

Non-controlling interest (1)
31,404

27,422

24,617

Total equity
1,562,949

1,516,998

1,543,679

Total liabilities and total equity
4,326,495

4,077,109

4,052,980

(1)
Non-controlling interest includes: a 30 percent equity interest in the RasGas II joint venture (which owns three LNG carriers); a 31 percent equity interest in Teekay BLT Corporation (a joint venture which owns two LNG carriers); and a one percent equity interest in several of the Partnership’s ship-owning subsidiaries or joint ventures, which in each case represents the ownership interest not owned by the Partnership.

10

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Teekay LNG Partners L.P.
Consolidated Statements of Cash Flows
(in thousands of U.S. Dollars)
 
Nine Months Ended
 
September 30,
September 30,
 
2016
2015
 
(unaudited)
(unaudited)
Cash and cash equivalents provided by (used for)
 
 
OPERATING ACTIVITIES
 
 
Net income
66,596

140,395

Non-cash items:




   Unrealized loss on non-designated derivative instruments
31,276

7,879

   Depreciation and amortization
70,521

69,251

   Loss on sale of vessels
27,439


   Unrealized foreign currency exchange (gain) loss and other
(4,476
)
(10,837
)
   Equity income, net of dividends received of $32,851 (2015 – $89,041)
(19,728
)
28,458

   Ineffective portion on qualifying cash flow hedging instruments included in interest expense
1,044


Change in operating assets and liabilities
(15,177
)
(26,766
)
Expenditures for dry docking
(6,574
)
(4,182
)
Net operating cash flow
150,921

204,198

 
 

 

FINANCING ACTIVITIES
 

 

Proceeds from issuance of long-term debt
259,922

314,412

Debt issuance costs
(562
)
(1,796
)
Scheduled repayments of long-term debt
(141,505
)
(88,562
)
Prepayments of long-term debt
(195,789
)
(90,000
)
Scheduled repayments of capital lease obligations
(17,477
)
(3,305
)
Decrease (increase) in restricted cash
13,086

(24,616
)
Proceeds from equity offerings, net of offering costs

34,548

Cash distributions paid
(34,099
)
(191,094
)
Dividends paid to non-controlling interest
(1,167
)
(1,612
)
Net financing cash flow
(117,591
)
(52,025
)
 
 

 

INVESTING ACTIVITIES
 

 

Capital contributions to equity accounted joint ventures
(32,994
)
(25,719
)
Loan repayments from equity accounted joint ventures

23,744

Receipts from direct financing leases
18,262

10,877

Proceeds from sale of vessels
94,311


Proceeds from sale-lease back of vessels
355,306


Expenditures for vessels and equipment
(302,301
)
(166,541
)
Net investing cash flow
132,584

(157,639
)
 
 

 

Increase (decrease) in cash and cash equivalents
165,914

(5,466
)
Cash and cash equivalents, beginning of the period
102,481

159,639

Cash and cash equivalents, end of the period
268,395

154,173



11

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Teekay LNG Partners L.P.
Appendix A - Reconciliation of Non-GAAP Financial Measures
Specific Items Affecting Net Income
(in thousands of U.S. Dollars)
 
Three Months Ended
September 30,
2016
2015
(unaudited)
(unaudited)
Net income – GAAP basis
54,853

10,309

Less:
  

  

   Net income attributable to non-controlling interests
(4,746
)
(2,811
)
Net income attributable to the partners
50,107

7,498

Add (subtract) specific items affecting net income:
  

  

   Unrealized foreign currency exchange (gain) loss(1)
(2,685
)
6,513

   Unrealized (gains) losses on non-designated derivative instruments(2)
(11,508
)
19,929

   Ineffective portion on qualifying cash flow hedging instruments included in interest expense(3)
130


   Unrealized losses on non-designated and designated derivative instruments and other items
  

  

    from equity accounted investees(4)
(5,126
)
3,931

   Non-controlling interests’ share of items above(5)
1,175

(750
)
Total adjustments
(18,014
)
29,623

Adjusted net income attributable to the partners
32,093

37,121

(1)
Unrealized foreign exchange (gains) 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) losses on the cross-currency swaps economically hedging the Partnership’s NOK bonds and excludes the realized (losses) gains relating to the cross-currency swaps for the NOK bonds.
(2)
Reflects the unrealized losses due to changes in the mark-to-market value of derivative instruments that are not designated as hedges for accounting purposes. See note 4 to the Consolidated Statements of Income included in this release for further details.
(3)
Reflects the ineffectiveness for derivative instruments designated as hedges for accounting purposes. See note 3 to the Consolidated Statements of Income included in this release for further details.
(4)
Reflects the unrealized losses (gains) due to changes in the mark-to-market value of derivative instruments that are not designated as hedges for accounting purposes and any ineffectiveness for derivative instruments designated as hedges for accounting purposes within the Partnership’s equity-accounted investments. See note 2 to the Consolidated Statements of Income included in this release for further details.
(5)
Items affecting net income include items from the Partnership’s consolidated non-wholly-owned subsidiaries. The specific items affecting net 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 listed above” in the table above is the cumulative amount of the non-controlling interests’ proportionate share of the other specific items affecting net income listed in the table.

12

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Teekay LNG Partners L.P.
Appendix B - Reconciliation of Non-GAAP Financial Measures
Distributable Cash Flow (DCF)
(in thousands of U.S. Dollars, except units outstanding and per unit data)
 
Three Months Ended
September 30,
2016
2015
(unaudited)
(unaudited)
 
 
 

 

Net income:
54,853

10,309

Add:
 
 
     Depreciation and amortization
24,041

22,473

     Partnership’s share of equity accounted joint ventures' DCF net of estimated maintenance
 
 
        capital expenditures(1)
16,397

24,390

     Direct finance lease payments received in excess of revenue recognized
5,247

4,830

     Ineffective portion on qualifying cash flow hedging instruments included in interest expense
130


     Distributions relating to equity financing of newbuildings

4,515

 
 
 
Less:
 
 
 
     Equity income
(13,514
)
(13,523
)
     Estimated maintenance capital expenditures
 
(12,065
)
(11,907
)
     Unrealized (gain) loss on non-designated derivative instruments
(11,508
)
19,929

     Unrealized foreign currency exchange (gain) loss
(2,685
)
6,513

     Deferred income tax and other non-cash items
(1,142
)
(1,111
)
Distributable Cash Flow before Non-controlling interest
59,754

66,418

Non-controlling interests’ share of DCF before estimated maintenance capital expenditures
(5,429
)
(5,320
)
Distributable Cash Flow
54,325

61,098

Amount of cash distributions attributable to the General Partner
(227
)
(8,761
)
Limited partners' Distributable Cash Flow
54,098

52,337

Weighted-average number of common units outstanding
79,571,820

78,941,689

Distributable Cash Flow per limited partner common unit
0.68

0.66


(1)
The estimated maintenance capital expenditures relating to the Partnership’s share of equity accounted joint ventures were $7.6 million and $7.4 million for the three months ended September 30, 2016 and 2015, respectively.


13

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Teekay LNG Partners L.P.
Appendix C - Supplemental Segment Information
(in thousands of U.S. Dollars)
 
Three Months Ended September 30, 2016
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Voyage revenues
87,260

 
13,398

 
100,658

 
Voyage expenses
(175
)
 
(180
)
 
(355
)
 
Vessel operating expenses
(16,751
)
 
(5,304
)
 
(22,055
)
 
Depreciation and amortization
(19,317
)
 
(4,724
)
 
(24,041
)
 
General and administrative expenses
(3,008
)
 
(565
)
 
(3,573
)
 
Income from vessel operations
48,009

 
2,625

 
50,634

 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2015
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Voyage revenues
75,142

 
23,273

 
98,415

 
Voyage expenses

 
(240
)
 
(240
)
 
Vessel operating expenses
(16,260
)
 
(8,059
)
 
(24,319
)
 
Depreciation and amortization
(17,268
)
 
(5,205
)
 
(22,473
)
 
General and administrative expenses
(3,916
)
 
(1,760
)
 
(5,676
)
 
Restructuring charges

 
(3,510
)
 
(3,510
)
 
Income from vessel operations
37,698

 
4,499

 
42,197

 



14

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Teekay LNG Partners L.P.
Appendix D - Reconciliation of Non-GAAP Financial Measures
Cash Flow from Vessel Operations from Consolidated Vessels
(in thousands of U.S. Dollars)
 
Three Months Ended September 30, 2016
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Income from vessel operations (See Appendix C)
48,009

 
2,625

 
50,634

 
Depreciation and amortization
19,317

 
4,724

 
24,041

 
Amortization of in-process contracts included in voyage revenues
(127
)
 
(278
)
 
(405
)
 
Direct finance lease payments received in excess of revenue recognized
5,247

 

 
5,247

 
Realized loss on Toledo Spirit derivative contract

 
(10
)
 
(10
)
 
Cash flow from vessel operations from consolidated vessels
72,446

 
7,061

 
79,507

 
 
 
 
 
 
 
Three Months Ended September 30, 2015
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Income from vessel operations (See Appendix C)
37,698

 
4,499

 
42,197

 
Depreciation and amortization
17,268

 
5,205

 
22,473

 
Amortization of in-process contracts included in voyage revenues
(975
)
 
(278
)
 
(1,253
)
 
Direct finance lease payments received in excess of revenue recognized
4,830

 

 
4,830

 
Realized gain on Toledo Spirit derivative contract

 
326

 
326

 
Cash flow adjustment for two Suezmax tankers(1) 

 
509

 
509

 
Cash flow from vessel operations from consolidated vessels
58,821

 
10,261

 
69,082

 

(1)
The Partnership’s charter contracts for two of its former Suezmax tankers, the Bermuda Spirit and Hamilton Spirit, were amended in 2012, which had the effect of reducing the daily charter rates by $12,000 per day for a duration of 24 months ended September 30, 2014. The cash effect of the change in hire rates was not fully reflected in the Partnership’s statements of income as the change in the lease payments was being recognized on a straight-line basis over the term of the lease. In addition, the charterer of these two Suezmax tankers exercised its purchase options on these two vessels as permitted under the charter contracts and the vessels were redelivered during the second quarter of 2016.



15

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Teekay LNG Partners L.P.
Appendix E - Reconciliation of Non-GAAP Financial Measures
Cash Flow from Vessel Operations from Equity Accounted Vessels
(in thousands of U.S. Dollars)
 
Three Months Ended
 
September 30, 2016
September 30, 2015
 
(unaudited)
(unaudited)
 
At
Partnership's
At
Partnership's
100%
Portion(1)
100%
Portion(1)
Voyage revenues
125,278
56,502
149,291
68,678
Voyage expenses
(5,398)
(2,730)
(11,610)
(5,872)
Vessel operating expenses
(41,465)
(19,384)
(41,459)
(19,171)
Depreciation and amortization
(25,771)
(12,899)
(24,296)
(12,225)
Income from vessel operations of equity accounted vessels
52,644
21,489
71,926
31,410
Other items, including interest expense and realized and
 
 
 
 
   unrealized gain (loss) on derivative instruments
(15,012)
(7,975)
(44,423)
(17,887)
Net income / equity income of equity accounted vessels
37,632
13,514
27,503
13,523
 
 
 
 
 
Income from vessel operations of equity accounted vessels
52,644
21,489
71,926
31,410
Depreciation and amortization
25,771
12,899
24,296
12,225
Direct finance lease payments received in excess
 
 
 
 
  of revenue recognized
9,333
3,388
8,551
3,102
Amortization of in-process revenue contracts
(2,553)
(1,310)
(3,176)
(1,623)
 
 
 
 
 
Cash flow from vessel operations from equity accounted vessels
85,195
36,466
101,597
45,114
(1)
The Partnership's equity accounted vessels for the three months ended September 30, 2016 and 2015 include: the Partnership’s 40 percent ownership interest in Teekay Nakilat (III) Corporation, which owns four LNG carriers; the Partnership’s ownership interests of 49 percent and 50 percent, respectively, in the Excalibur and Excelsior joint ventures, which own one LNG carrier and one regasification unit, respectively; the Partnership’s 33 percent ownership interest in four LNG carriers servicing the Angola LNG project; the Partnership’s 52 percent ownership interest in Malt LNG Netherlands Holding B.V., the joint venture between the Partnership and Marubeni Corporation, which owns six LNG carriers; the Partnership’s 50 percent ownership interest in Exmar LPG BVBA, which owns and in-charters 23 vessels, including five newbuildings, as at September 30, 2016, compared to 24 vessels owned and in-chartered, including seven newbuildings, as at September 30, 2015; the Partnership’s 30 percent ownership interest in two LNG carrier newbuildings and 20 percent ownership interest in two LNG carrier newbuildings for Shell; and the Partnership’s 50 percent ownership interest in six LNG carrier newbuildings in the joint venture between the Partnership and China LNG Shipping (Holdings) Limited.


16

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Teekay LNG Partners L.P.
Appendix F - Summarized Financial Information of Equity Accounted Joint Ventures
(in thousands of U.S. Dollars)
 
As at September 30, 2016
As at December 31, 2015
 
(unaudited)
(unaudited)
 
At
Partnership's
At
Partnership's
100%
Portion(1)
100%
Portion(1)
Cash and restricted cash
280,645

120,682

293,726

131,153

Other current assets
45,768

21,126

41,053

18,879

Vessels and equipment
2,176,611

1,122,867

2,145,534

1,107,589

Advances on newbuilding contracts
523,877

205,229

388,145

159,898

Net investments in direct financing leases, current and non-current
1,825,317

668,867

1,873,531

685,678

Other non-current assets
68,884

41,894

68,630

42,172

Total assets
4,921,102

2,180,665

4,810,619

2,145,369

 
 
 
 
 
Current portion of long-term debt and obligations under capital lease
536,490

267,823

165,420

75,494

Current portion of derivative liabilities
25,594

9,311

32,381

11,716

Other current liabilities
68,175

29,068

67,714

30,490

Long-term debt and obligations under capital lease
2,474,929

1,041,959

2,810,919

1,225,690

Derivative liabilities
116,318

40,288

97,377

32,549

Other long-term liabilities
81,488

42,250

87,916

45,569

Equity
1,618,108

749,966

1,548,892

723,861

Total liabilities and equity
4,921,102

2,180,665

4,810,619

2,145,369

 
 
 
 
 
Investments in equity accounted joint ventures
 
749,966

 
723,861

Advances to equity accounted joint ventures
 
185,280

 
159,870

Investments in and advances to equity accounted joint ventures
 
935,246

 
883,731


(1)
The Partnership's equity accounted joint ventures as at September 30, 2016 and December 31, 2015 include: the Partnership’s 40 percent ownership interest in Teekay Nakilat (III) Corporation, which owns four LNG carriers; the Partnership’s ownership interests of 49 percent and 50 percent, respectively, in the Excalibur and Excelsior joint ventures, which own one LNG carrier and one regasification unit, respectively; the Partnership’s 33 percent ownership interest in four LNG carriers servicing the Angola LNG project; the Partnership’s 52 percent ownership interest in Malt LNG Netherlands Holding B.V., the joint venture between the Partnership and Marubeni Corporation, which owns six LNG carriers; the Partnership’s 50 percent ownership interest in Exmar LPG BVBA, which owns and in-charters 23 vessels, including five newbuildings, as at September 30, 2016, compared to 23 vessels owned and in-chartered, including six newbuildings, as at December 31, 2015; the Partnership’s 30 percent ownership interest in two LNG carrier newbuildings and 20 percent ownership interest in two LNG carrier newbuildings for Shell; and the Partnership’s 50 percent ownership interest in six LNG carrier newbuildings in the joint venture between the Partnership and China LNG Shipping (Holdings) Limited.



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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 timing of newbuilding vessel deliveries and the commencement of related contracts; the timing of the Yamal LNG project start-up; the Partnership’s intent to secure a long-term charter for newbuildings; and the Partnership’s access to capital markets and the timing, amount and certainty of securing financing for the Partnership’s committed growth projects. 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: potential shipyard and project construction delays, newbuilding specification changes or cost overruns; changes in production of LNG or LPG, either generally or in particular regions; changes in trading patterns or timing of start-up of new LNG liquefaction and regasification projects significantly affecting overall vessel tonnage requirements; changes in applicable industry laws and regulations and the timing of implementation of new laws and regulations; the potential for early termination of long-term contracts of existing vessels in the Teekay LNG fleet; the inability of charterers to make future charter payments; the inability of the Partnership to renew or replace long-term contracts on existing vessels; the Partnership’s and the Partnership’s joint ventures’ ability to secure financing for its existing newbuildings and projects; potential failure of the Yamal LNG project to be completed for any reason, including due to lack of funding as a result of existing or future sanctions against Russian entities and individuals, which may affect partners in the project; potential delays or cancellation of the Yamal LNG project; and other factors discussed in Teekay LNG Partners’ filings from time to time with the SEC, including its Report on Form 20-F for the fiscal year ended December 31, 2015. The Partnership expressly disclaims any obligation 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.


18