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
For
the
quarterly period ended September 30, 2006
Commission
file number 1- 32479
TEEKAY
LNG PARTNERS L.P.
(Exact
name of Registrant as specified in its charter)
Bayside
House
Bayside
Executive Park
West
Bay
Street & Blake Road
P.O.
Box
AP-59212, Nassau, Bahamas
(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
|
X
|
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
|
X
|
[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
|
X
|
[Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]
|
Yes
|
No
|
X
|
[If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):82-_____]
Item
1 - Information Contained in this Form 6-K Report
Attached
as Exhibit I is a copy of an announcement of Teekay LNG Partners L.P. (the
“Partnership”), dated November 1, 2006
THIS
REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING
REGISTRATION STATEMENT OF THE PARTNERSHIP.
•
REGISTRATION STATEMENT ON FORM S-8 (NO. 333-124647) FILED WITH THE SEC ON MAY
5,
2005
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.
|
Date:
November 1, 2006
|
TEEKAY
LNG PARTNERS L.P.
By: /s/
Peter Evensen
Peter
Evensen
Chief
Executive Officer and Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
EXHIBIT
I
 |
TEEKAY
LNG PARTNERS L.P.
Bayside
House, Bayside Executive Park, West Bay Street & Blake
Road
P.O.
Box AP-59212, Nassau,
Bahamas
|
EARNINGS
RELEASE
|
TEEKAY
LNG REPORTS THIRD QUARTER RESULTS
AND
DECLARES QUARTERLY CASH DISTRIBUTION
|
Highlights
| § |
Declared
a cash distribution of $16.5 million, or $0.4625 per unit, for the
third
quarter
|
| § |
Generated
$18.6 million in distributable cash flow, highest in the Partnership’s
history
|
| § |
Net
income of $12.6 million includes a $3.8 million unrealized foreign
exchange gain, which has no impact on cash
flow
|
| § |
First
RasGas II LNG carrier commenced 20-year fixed-rate time charter on
October
31, 2006
|
| § |
Agreed
to acquire six LNG newbuildings from Teekay Shipping Corporation,
scheduled to deliver in 2008 and
2009
|
Nassau,
The Bahamas, November 1, 2006 - Teekay LNG Partners L.P. (Teekay
LNG or
the
Partnership)
(NYSE:
TGP) today reported net income of $12.6 million for the quarter ended September
30, 2006, compared to net income of $8.9 million for the quarter ended September
30, 2005. The results for the third quarters of 2006 and 2005 included foreign
currency translation gains of $3.8 million and $1.3 million, respectively,
relating to long-term debt denominated in Euros.
Net
loss
for the nine months ended September 30, 2006 was $2.2 million, compared to
net
income of $66.8 million for the same period last year. The results for the
nine
months ended September 30, 2006 included a foreign currency translation loss
of
$24.4 million relating to long-term debt denominated in Euros. The results
for
the nine months ended September 30, 2005 included a foreign currency translation
gain of $76.6 million relating to the Euro-denominated debt and $15.3 million
in
losses relating to the write-down of capitalized loan costs due to the
prepayment of debt and the termination of interest rate swaps prior to the
Partnership’s initial public offering in May 2005.
The
Partnership’s Euro-denominated revenues currently approximate its
Euro-denominated expenses and debt service costs. As a result, the Partnership
currently is not exposed materially to foreign currency fluctuations. However,
for accounting purposes the Partnership is required to revalue all foreign
currency-denominated monetary assets and liabilities based on the prevailing
exchange rate 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 exchange
gains or losses in the income statement, as reflected in the foreign currency
exchange losses and gains discussed above for the three and nine months ended
September 30, 2006 and 2005, respectively.
During
the three months ended September 30, 2006, the Partnership generated $18.6
million of distributable cash flow(1),
the
highest in the Partnership’s history, compared to $14.2 million for the second
quarter of 2006. The increase in distributable cash flow is primarily due
to the
return to full operation of an LNG carrier which was off-hire for 33 days
in the
second quarter of 2006.
Declaration
of Cash Dividend
Teekay
GP
L.L.C., (Teekay
G.P.)
the
general partner of Teekay LNG, declared a cash distribution of $0.4625 per
unit
for the third quarter of 2006, representing a total cash distribution of $16.5
million. The cash distribution is payable on November 14, 2006 to all
unitholders of record on November 9, 2006.
| (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 the Appendix for a reconciliation
of this
non-GAAP measure to the most directly comparable GAAP financial
measure.
|
- more -
Upcoming
LNG Projects
On
November 1, 2006, the Board of Directors of Teekay G.P., agreed to acquire
from
its parent company, Teekay Shipping Corporation (Teekay),
Teekay’s interest in the RasGas 3 and Tangguh LNG projects. Below is a summary
of the LNG newbuildings that Teekay LNG is committed to acquire over the
next
three years:
RasGas
II
Teekay’s
70% interest in Teekay Nakilat Corporation (Teekay
Nakilat),
which
owns three 151,700 cubic meter LNG newbuilding carriers that are subject
to
capital leases. This interest was acquired concurrent with the delivery of
the
first vessel on October 31, 2006. The remaining two newbuildings are scheduled
to deliver during the first quarter of 2007. The vessels will provide
transportation services under 20-year, fixed-rate time charters, with inflation
adjustments, to Ras Laffan Liquefied Natural Gas Co. Limited (II) (RasGas
II),
a
joint venture company between a subsidiary of ExxonMobil Corporation and
Qatar
Petroleum. Qatar Gas Transport Company Ltd. (Nakilat) (QGTC)
owns
the remaining 30% interest in Teekay Nakilat.
RasGas
3
Teekay’s
40% interest in four 217,000 cubic meter LNG newbuilding carriers scheduled
to
deliver during the first half of 2008. Upon their deliveries, the vessels
will
provide transportation services to Ras Laffan Liquefied Natural Gas Co. Limited
(3) (RasGas
3),
a
joint venture company between a subsidiary of ExxonMobil Corporation and
Qatar
Petroleum, at fixed rates, with inflation adjustments, for a period of 25
years,
with options exercisable by RasGas 3 to extend up to a total of 35 years.
QGTC will own the remaining 60% interest.
Teekay’s
70% interest in two 155,000 cubic meter LNG newbuilding carriers scheduled
to
deliver during late 2008 and early 2009. Upon their deliveries, the vessels
will
provide transportation services to The Tangguh Production Sharing Contractors,
a
consortium led by a subsidiary of BP plc, to service the Tangguh LNG project
in
Indonesia at fixed rates, with inflation adjustments, for a period of
20 years. An Indonesian joint venture partner will own the remaining 30%
interest.
Teekay
LNG's Fleet
The
following table summarizes Teekay LNG's fleet as of September 30,
2006:
|
Number
of Vessels
|
|||||
|
Delivered
Vessels
|
Committed
Vessels
|
Total
|
|||
|
LNG
Carrier Fleet
|
4
|
9
(1)
|
13
|
||
|
Suezmax
Tanker Fleet
|
8
|
-
|
8
|
||
|
Total
|
12
|
9
|
21
|
||
|
(1)
|
Represents the 70% interest in three LNG newbuilding carriers subject to capital leases relating to the RasGas II LNG project, the 40% interest in four LNG newbuilding carriers relating to the RasGas 3 LNG project, and the 70% interest in two LNG newbuilding carriers relating to the Tangguh LNG project that Teekay LNG has agreed to acquire from Teekay, as described above. |
Liquidity
As
of
September 30, 2006, the Partnership had total liquidity of $465.7 million,
comprising $20.6 million in cash and cash equivalents and $445.1 million
in
undrawn medium-term revolving credit facilities. Total liquidity increased
by
$231.7 million from $234.0 million as of June 30, 2006, primarily as a result
of
the refinancing of the Partnership’s medium-term revolving credit facilities
during the quarter.
- more -
About
Teekay LNG Partners L.P.
Teekay
LNG Partners L.P. is a publicly-traded master limited partnership formed by
Teekay Shipping Corporation (NYSE: TK) as part of its strategy to expand its
operations in the liquefied natural gas (LNG)
shipping sector. Teekay LNG Partners L.P. provides LNG and crude oil marine
transportation services under long-term, fixed-rate time charter contracts
with
major energy and utility companies through its fleet of thirteen LNG carriers
and eight Suezmax class crude oil tankers. Nine of the thirteen LNG carriers
are
newbuildings scheduled for delivery between late 2006 and early 2009.
Teekay
LNG Partners’ common units trade on the New York Stock Exchange under the symbol
“TGP”.
Earnings
Conference Call
The
Partnership plans to host a conference call at 11:00 a.m. EST on Friday,
November 3, 2006, to discuss the Partnership’s results and the outlook for its
business activities. All unitholders and interested parties are invited to
listen to the live conference call and view the Partnership’s earnings
presentation through the Partnership’s Web site at www.teekaylng.com.
The
Partnership plans to make available a recording of the conference call until
midnight November 10, 2006 by dialing (706) 645-9291 or (800) 642-1687, access
code 8803920 or via the Partnership’s Web site until December 3,
2006.
For
Investor Relations enquiries contact:
Scott
Gayton
Tel:
+1
(604) 609-6442
For
Media enquiries contact:
Kim
Barbero
Tel:
+1
(604) 609-6433
Web
site:
www.teekaylng.com
-
more -
|
TEEKAY
LNG PARTNERS L.P.
SUMMARY
CONSOLIDATED STATEMENTS OF INCOME (LOSS)(1)
(in
thousands of U.S. dollars, except unit data)
|
||||||||||||||||||||||
|
Three
Months Ended
|
Nine Months
Ended
|
|||||||||||||||||||||
|
September 30,
2006
(unaudited)
|
June
30,
2006
(unaudited)
|
September 30,
2005
(unaudited)
|
September 30,
2006
(unaudited)
|
September
30,
2005
(unaudited)
|
||||||||||||||||||
|
VOYAGE
REVENUES
|
46,696
|
42,534
|
34,760
|
133,371
|
105,253
|
|||||||||||||||||
|
OPERATING
EXPENSES
|
||||||||||||||||||||||
|
Voyage
expenses
|
663
|
650
|
135
|
1,590
|
459
|
|||||||||||||||||
|
Vessel
operating expenses
|
9,532
|
9,767
|
6,571
|
28,260
|
21,274
|
|||||||||||||||||
|
Depreciation
and amortization
|
12,972
|
12,743
|
10,607
|
38,374
|
31,210
|
|||||||||||||||||
|
General
and administrative
|
2,864
|
2,998
|
2,733
|
8,957
|
6,936
|
|||||||||||||||||
|
Gain
on sale of vessels and equipment
|
-
|
-
|
-
|
-
|
(186
|
)
|
||||||||||||||||
|
26,031
|
26,158
|
20,046
|
77,181
|
59,693
|
||||||||||||||||||
|
Income
from vessel operations
|
20,665
|
16,376
|
14,714
|
56,190
|
45,560
|
|||||||||||||||||
|
OTHER
ITEMS
|
||||||||||||||||||||||
|
Interest
expense
|
(22,282
|
)
|
(21,404
|
)
|
(14,382
|
)
|
(62,287
|
)
|
(58,257
|
)
|
||||||||||||
|
Interest
income
|
9,881
|
9,443
|
5,638
|
26,761
|
17,739
|
|||||||||||||||||
|
Income
tax recovery
|
180
|
78
|
1,587
|
558
|
611
|
|||||||||||||||||
|
Foreign
exchange gain (loss)
|
3,752
|
(20,328
|
)
|
1,347
|
(24,401
|
)
|
76,635
|
|||||||||||||||
|
Loss
from settlement of interest rate swaps
|
-
|
-
|
-
|
-
|
(7,820
|
)
|
||||||||||||||||
|
Write-off
of capitalized loan costs
|
-
|
-
|
-
|
-
|
(7,462
|
)
|
||||||||||||||||
|
Other
- net
|
389
|
309
|
-
|
1,006
|
(183
|
)
|
||||||||||||||||
|
(8,080
|
)
|
(31,902
|
)
|
(5,810
|
)
|
(58,363
|
)
|
21,263
|
||||||||||||||
|
Net
income (loss)
|
12,585
|
(15,526
|
)
|
8,904
|
(2,173
|
)
|
66,823
|
|||||||||||||||
|
Limited
partners’ units outstanding:
|
||||||||||||||||||||||
|
Weighted-average
number of common units
outstanding
-
Basic and diluted (2)
|
20,238,072
|
20,238,072
|
15,638,072
|
20,238,072
|
12,375,979
|
|||||||||||||||||
|
Weighted-average number of subordinated
units
outstanding
-
Basic and diluted (2)
|
14,734,572
|
14,734,572
|
14,734,572
|
14,734,572
|
14,734,572
|
|||||||||||||||||
|
Weighted-average
number of total units
outstanding
-
Basic and diluted
|
34,972,644
|
34,972,644
|
30,372,644
|
34,972,644
|
27,110,551
|
|||||||||||||||||
|
(1)
|
Teekay
LNG was formed to own and operate the LNG and Suezmax crude oil marine
transportation businesses conducted by Teekay Luxembourg S.a.r.l.
(Luxco) and its subsidiaries. Financial results for periods prior
to May 10, 2005 (the date of Teekay LNG's initial public offering)
are
attributable primarily to Luxco, which owns all of the outstanding
shares
of Teekay Shipping Spain S.L. In May 2005, Teekay contributed all
of the
issued and outstanding shares and notes receivable of Luxco to the
Partnership in connection with its initial public offering in May
2005.
|
|
(2)
|
For
periods prior to May 10, 2005, amounts presented represent the number
of
units Teekay received in exchange for the net assets it contributed
to the
Partnership in connection with its initial public
offering.
|
- more -
|
TEEKAY
LNG PARTNERS L.P.
SUMMARY
CONSOLIDATED BALANCE SHEETS
(in
thousands of U.S. dollars)
|
|||||||
|
As
at September 30,
2006
|
As at December 31,
2005
|
||||||
|
(unaudited)
|
|||||||
|
ASSETS
|
|||||||
|
Cash
and cash equivalents
|
20,592
|
34,469
|
|||||
|
Restricted
cash - current
|
151,919
|
139,525
|
|||||
|
Other
current assets
|
22,277
|
6,949
|
|||||
|
Restricted
cash - long-term
|
618,449
|
158,798
|
|||||
|
Vessels
and equipment
|
1,157,910
|
1,185,511
|
|||||
|
Advances
on newbuilding contracts
|
-
|
316,875
|
|||||
|
Other
assets
|
57,300
|
20,215
|
|||||
|
Intangible
assets
|
162,347
|
169,194
|
|||||
|
Goodwill
|
39,279
|
39,279
|
|||||
|
Total
Assets
|
2,230,073
|
2,070,815
|
|||||
|
LIABILITIES
AND PARTNERS’ EQUITY
|
|||||||
|
Accounts
payable and accrued liabilities
|
21,474
|
13,674
|
|||||
|
Unearned
revenue
|
7,307
|
6,163
|
|||||
|
Current
portion of long-term debt
|
169,474
|
145,749
|
|||||
|
Current
portion of long-term debt related to newbuilding vessels to be
leased
|
14,559
|
-
|
|||||
|
Advances
from affiliate
|
7,553
|
2,222
|
|||||
|
Long-term
debt
|
792,887
|
780,592
|
|||||
|
Long-term
debt related to newbuilding vessels to be leased
|
436,873
|
319,573
|
|||||
|
Other
long-term liabilities
|
44,287
|
33,703
|
|||||
|
Partners’
equity
|
735,659
|
769,139
|
|||||
|
Total
Liabilities and Partners’ Equity
|
2,230,073
|
2,070,815
|
|||||
- more -
|
TEEKAY
LNG PARTNERS L.P.
SUMMARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in
thousands of U.S. dollars)
|
|||||||
|
Nine Months Ended
September 30,
|
|||||||
|
2006
|
2005
|
||||||
|
(unaudited)
|
(unaudited)
|
||||||
|
Cash
and cash equivalents provided by (used for)
|
|||||||
|
OPERATING
ACTIVITIES
|
|||||||
|
Net
operating cash flow
|
59,416
|
40,568
|
|||||
|
FINANCING
ACTIVITIES
|
|||||||
|
Proceeds
from long-term debt
|
138,176
|
45,307
|
|||||
|
Scheduled
repayments of long-term debt
|
(12,804
|
)
|
(12,730
|
)
|
|||
|
Prepayments
of long-term debt
|
(41,000
|
)
|
(388,307
|
)
|
|||
|
Proceeds
from issuance of common units
|
(141
|
)
|
141,327
|
||||
|
Settlement
of interest rate swaps
|
-
|
(143,295
|
)
|
||||
|
Net
advances from affiliate
|
20,040
|
168,767
|
|||||
|
(Increase)
decrease in restricted cash
|
(436,808
|
)
|
10,044
|
||||
|
Cash
distributions paid
|
(47,731
|
)
|
(7,305
|
)
|
|||
|
Other
|
(4,584
|
)
|
-
|
||||
|
Net
financing cash flow
|
(384,852
|
)
|
(186,192
|
)
|
|||
|
INVESTING
ACTIVITIES
|
|||||||
|
Expenditures
for vessels and equipment
|
(1,413
|
)
|
(84,120
|
)
|
|||
|
Proceeds
from sale of vessels and equipment
|
312,972
|
133,268
|
|||||
|
Net
investing cash flow
|
311,559
|
49,148
|
|||||
|
Decrease
in cash and cash equivalents
|
(13,877
|
)
|
(96,476
|
)
|
|||
|
Cash
and cash equivalents, beginning of the period
|
34,469
|
156,410
|
|||||
|
Cash
and cash equivalents, end of the period
|
20,592
|
59,934
|
|||||
- more -
|
TEEKAY
LNG PARTNERS L.P.
APPENDIX
- RECONCILIATION OF NON-GAAP FINANCIAL MEASURE
(in
thousands of U.S. dollars)
|
Description
of Non-GAAP Financial Measure - Distributable Cash Flow
Distributable
cash flow represents net income adjusted for depreciation and amortization
expense, non-cash interest expense, estimated maintenance capital expenditures,
gains and losses on vessel sales, income taxes and 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 required by accounting principles
generally accepted in the United States and should not be considered as an
alternative to net income or any other indicator of the Partnership’s
performance required by accounting principles generally accepted in the United
States. The table below reconciles distributable cash flow to net
income.
|
Three Months Ended
September
30, 2006
(unaudited)
|
|
|
Net
income
|
12,585
|
|
Add:
|
|
|
Depreciation
and amortization
|
12,972
|
|
Non-cash
interest expense
|
2,259
|
|
Less:
|
|
|
Foreign
exchange gain
|
3,752
|
|
Estimated
maintenance capital expenditures
|
5,288
|
|
Income
tax recovery
|
180
|
|
Distributable
cash flow
|
18,596
|
- more -
|
|
|
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 future growth prospects; the timing of
the commencement of the RasGas II, RasGas 3 and Tangguh LNG projects; the timing
of LNG newbuilding deliveries; and the Partnership’s exposure to foreign
currency fluctuations, particularly in Euros. 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: changes in production
of
LNG, either generally or in particular regions; less than anticipated revenues
or higher than anticipated costs or capital requirements; changes in trading
patterns 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
and inability of the Partnership to renew or replace long-term contracts;
shipyard production delays; the Partnership’s ability to raise financing to
purchase additional vessels or to pursue LNG projects; changes to the amount
or
proportion of revenues, expenses, or debt service costs denominated in foreign
currencies; and other factors discussed in Teekay LNG’s filings from time to
time with the SEC, including its Report on Form 20-F for the fiscal year ended
December 31, 2005. 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.
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