Westshore Terminals Investment CorporationTSX: WTE

Westshore Terminals Income Fund - 2007 Third Quarter Report

· Issued by Westshore Terminals Investment Corporation via CNW

VANCOUVER, Nov. 7 /CNW/ - Westshore Terminals Income Fund (TSX: WTE.UN) announced today its earnings for the third quarter ending September 30, 2008. Please see attached Report to Unitholders for details.

Westshore Terminals Income Fund
Third Quarter Report
For the nine months ended September 30, 2008
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Dear Unitholders:

The earnings and distributable cash of Westshore Terminals Income Fund
(the "Fund") are wholly dependent on the results of Westshore Terminals
Limited Partnership ("Westshore"). Westshore's results are determined largely
by the volume of coal shipped by its coal mine customers for sale in the
export market, the U.S. dollar denominated price received by Westshore's
customers for coal, the Canadian-U.S. dollar exchange rate and Westhore's
costs. Westshore's throughput charges for approximately 45% of the coal it
handles are calculated at present by reference to coal prices (see particulars
under "Outlook" section on page 7). Higher prices for hard coking coal have
resulted in Elk Valley Coal Partnership (the "Coal Partnership"), which is
Westshore's principal customer, achieving higher average settlement prices for
the 2008/09 coal year compared to the 2007/08 coal year. The weighted average
price of 2008 calendar year coal sales by the Coal Partnership is expected to
be approximately US$200 per tonne, up over 100% from US$96 in 2007. As
Westshore has exposure to fluctuations in exchange rates (as a result of
pricing mechanisms under its customer contracts) Westshore engages in periodic
currency hedging arrangements to provide partial shielding from material
short-term swings in the CDN/US dollar exchange rate.

Westshore Terminals Income Fund
-  Management's Discussion and Analysis of Financial Condition and
   Results of Operations

This management's discussion and analysis refers to certain measures other
than those prescribed by Canadian Generally Accepted Accounting Principles
("GAAP"). These measures do not have standardized meanings and may not be
comparable to similar measures presented by other trusts or corporations. They
are however determined by reference to the Fund's financial statements. These
non-GAAP measures are discussed because the Fund believes that they provide
investors with useful information in understanding the results of the Fund's
operations and financial position. The unaudited financial results along with
management's discussion and analysis contained in this report should be read
in conjunction with the audited consolidated financial statements and notes
thereto included in the Fund's Annual Report for the year ended December 31,
2007. The date of this management's discussion and analysis and results of
operations is November 7, 2008.
The following table sets out selected consolidated financial information
for the Fund for the quarter ended September 30, 2008. As at November 7, 2008,
the Fund had 74,250,016 issued and outstanding trust units.

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(In thousands of dollars         Three Months Ended   Three Months Ended
 except per unit amounts)        September 30, 2008   September 30, 2007
                                         $                    $
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REVENUE
  Coal                                       73,764               36,937
  Other                                        (230)               2,361
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                                             73,534               39,298
EXPENSES
  Operating                                  19,702               16,870
  Administrative                              7,228                1,798
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                                             26,930               18,668
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Earnings before depreciation
 and income taxes                            46,604               20,630
Depreciation                                  5,572                5,553
-------------------------------------------------------------------------
Earnings before income taxes                 41,032               15,077
Provision for income taxes                      870                  413
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Net earnings for the period                  40,162               14,664
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Net earnings per trust unit                   0.541                0.197
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Standardized Distributable Cash(1)           34,566               27,251
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Distributions declared                       38,610               21,533
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Distributions declared per
 trust unit                                   0.520                0.290
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(1) Refer to page 6 for Standardized Distributable Cash calculation.


The following tables set out selected consolidated financial information
for the Fund on a quarterly basis for the last eight quarters.

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(In thousands of dollars                 Three Months Ended
 except per unit amounts)  ----------------------------------------------
                             Sept 30,    June 30,     Mar 31,     Dec 31,
                               2008        2008        2008        2007
                                 $           $           $           $
-------------------------------------------------------------------------
Revenue
  Coal                        73,764      62,762      35,145      37,437
  Other                         (230)      1,083       2,052       3,167
-------------------------------------------------------------------------
                              73,534      63,845      37,197      40,604
Expenses
  Operating                   19,702      19,213      18,137      18,146
  Administration               7,228       6,982       1,874       2,982
-------------------------------------------------------------------------
                              26,930      26,195      20,011      21,128
-------------------------------------------------------------------------
Earnings before depreciation
 and income taxes             46,604      37,650      17,186      19,476
Depreciation                   5,572       5,572       5,572       5,646
-------------------------------------------------------------------------
Earnings before
 income taxes                 41,032      32,078      11,614      13,830
Provision for (recovery
 of) income taxes                870         190         281        (264)
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Net earnings for the period   40,162      31,888      11,333      14,094
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Net earnings per trust unit    0.541       0.429       0.153       0.190
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Cash Distributions
 declared(1)                  38,610      34,898      20,790      26,730
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Cash Distributions per unit    0.520       0.470       0.280       0.360
-------------------------------------------------------------------------
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(1) Refer to page 6 for a comparison of cash distributions to
    Standardized Distributable Cash.



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(In thousands of dollars                 Three Months Ended
 except per unit amounts)  ----------------------------------------------
                              Sep 30,     Jun 30,     Mar 31,     Dec 31,
                               2007        2007        2007        2006
                                 $           $           $           $
-------------------------------------------------------------------------
Revenue
  Coal                        36,937      45,790      36,553      41,067
  Other                        2,361       2,370       1,058      (1,212)
-------------------------------------------------------------------------
                              39,298      48,160      37,611      39,855
Expenses
  Operating                   16,870      17,906      17,113      16,287
  Administration               1,798       1,583       1,947       2,700
-------------------------------------------------------------------------
                              18,668      19,489      19,060      18,987
-------------------------------------------------------------------------
Earnings before depreciation
 and income taxes             20,630      28,671      18,551      20,868
Depreciation                   5,553       5,552       5,553       5,470
-------------------------------------------------------------------------
Earnings before income
 taxes                        15,077      23,119      12,998      15,398
Provision for income taxes       413       6,589           -           -
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Net earnings for the period   14,664      16,530      12,998      15,398
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Net earnings per trust unit    0.197       0.223       0.182       0.219
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Cash Distributions
 declared(1)                  21,533      18,563      19,305(2)   23,578
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Cash Distributions per unit    0.290       0.250       0.260(2)    0.335
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(1) Refer to page 6 for a comparison of cash distributions to
    Standardized Distributable Cash.
(2) Includes extraordinary distribution of $0.035 per unit - Refer to
    page 6.

Results of Operations

In the third quarter of 2008, Westshore shipped approximately 5.3 million tonnes of coal, compared with 5.4 million tonnes shipped during the same period in 2007. Based on information currently available, Westshore is anticipating total throughput for 2008 to be between 21 and 22 million tonnes at higher average loading rates than 2007 rates.

Coal loading revenue of $73.8 million in the third quarter of 2008 compares to $36.9 million in the third quarter of 2007. The increase in revenue was due to the higher throughput rates which reflect the higher coal prices for the 2008/09 coal contract year compared to the 2007/08 coal year.

Other revenue was a loss of $0.2 million in the third quarter of 2008 as compared to revenue of $2.4 million in the third quarter of 2007. Unrealized foreign exchange losses were $1.0 million in the three months ended September 30, 2008 as compared to $0.2 million during the third quarter of 2007. Realized foreign exchange gains in the third quarter of 2008 decreased by $0.6 million from the third quarter of 2007 (See "Currency Fluctuations"). Interest income for the quarter decreased by approximately $0.2 million because the Fund has spent some of the funds on hand from the equity financings undertaken in 2007 to fund the equipment upgrade project (See "Equipment Upgrade Project"). Demurrage and train detention costs in aggregate increased by $0.7 million from the same period in 2007.

Operating expenses in the third quarter of 2008 increased by approximately $2.8 million from 2007 due to higher maintenance costs. Administrative expenses increased from $1.8 million in 2007 to $7.2 million in 2008. This increase is due to the Fund accruing $5.8 million in the third quarter of 2008 for incentive fees. See "Outlook".

As a result of the foregoing, Westshore's earnings before depreciation and income taxes increased to $46.6 million for the third quarter of 2008 compared to $20.6 million for the same period in 2007.

Contract Rate Review

Westshore announced on April 15, 2008 that it had received a decision from the Court of Appeal for British Columbia concerning the appeal by the Coal Partnership of the arbitrator's decision covering the contract for coal shipped from the Elkview Mine. The Court of Appeal ruled that no appeal lies from the arbitrator's decision. The arbitrator's decision was rendered in July 2006 in favour of Westshore. The arbitrator determined that there was no basis on which to order a revision in the rates. Accordingly, the formula for determining the loading rate which has been in force under the contract since 2000 continues for the remaining term of the contract to 2010. The Coal Partnership has sought leave to appeal to the Supreme Court of Canada. A decision on the leave application is anticipated during Q4 2008.

In late August 2006, the Coal Partnership sent notice to Westshore requesting a review of the charges under the Port Services Contract that governs coal from the Fording River, Greenhills and Coal Mountain mines. The parties have not pursued resolution of this matter while awaiting the outcome of the Coal Partnership's application for leave to appeal to the Supreme Court of Canada in relation to the Elkview Mine contract. Depending on the outcome of that application, it is likely that the parties will attempt to resolve the Port Services Contract matter by negotiation, failing which the matter will have to be determined by arbitration.

Equipment Upgrade Project

Westshore is proceeding with the upgrade to its existing equipment previously announced. The cost of the upgrade is still expected to be on budget at approximately $49 million. The project consists of new conveyors, an upgrade to the tandem rotary rail car dumper and a fourth stacker reclaimer. The conveyors and rail car dumper upgrade have been completed and the stacker reclaimer is due to be operational by the end of 2009. Funding for the upgrade has been provided principally through $40 million in equity financing, which was completed in March 2007. The balance of the funds required will be sourced from Westshore's cash on hand.

Taxation on Trusts in Canada

Bill C-52 Budget Implementations Act, 2007 which contains legislative provisions to implement the proposals to tax publicly traded income trusts in Canada became law on June 22, 2007. Under these rules, distributions declared by the Fund after January 1, 2011 will be taxed at a rate of 29.5% (2012 - 28%) and the distributions will be treated as taxable dividends in the hands of unitholders. Unitholders will be entitled to a dividend tax credit which will give credit for the level of taxation incurred by the Fund.

The Fund has not provided for current income taxes in 2008 as the income of the Fund is distributed to and taxed in the hands of unitholders. The future taxation of distributions makes relevant for accounting purposes the timing differences between the recognition of certain assets and liabilities for tax and accounting purposes. For the quarter ended June 30, 2007, the Fund provided for a future income tax expense of $6.6 million. This was a non-cash item and was a one time charge to set up the provision for future taxes. A non-cash expense of $0.9 million has been recorded in the quarter ended September 30, 2008 to reflect changes in assets and liabilities and their expected recognition for tax purposes. This future income tax expense does not affect current distributions.

In July 2008, the Ministry of Finance published draft legislation which allows income trusts to convert to corporations on a tax-deferred basis. Management and its tax advisors are reviewing these rules to determine the most appropriate course of action for the Fund.

Distribution Reinvestment Plan

On April 5, 2007 the Fund announced a distribution reinvestment plan (the "Plan"). Under the Plan, Canadian resident Unitholders will be able to designate that all or a portion of the quarterly distributions payable on their Fund Units be applied towards the purchase of existing Fund Units through the facilities of the Toronto Stock Exchange at prevailing market prices. No additional units will be issued from treasury under the Plan. Unitholders should contact their brokers or Computershare Investor Services Inc. if they wish to participate in the Plan. Additional information on the Plan is also available on the Fund's website at www.westshore.com.

Currency Fluctuations

Since April 1, 2003, the loading rates under most of Westshore's long-term handling contracts have depended in whole or in part on the Canadian dollar price realized for coal handled by Westshore. Since the contract price for coal is set in U.S. dollars, the exchange rate affects the Canadian dollar price and Westshore's loading rate. To mitigate the resulting risk, Westshore has engaged in hedging activities and under Westshore's formal hedging policy it will hedge, by April 30 of each year, not less than 50% of its anticipated US dollar related revenues for the ensuing coal year (April 1 - March 31), based on the annual budget.

In the financial statements, the effect of currency fluctuations is shown as affecting coal loading revenues before taking into account the effect of hedging activities, the financial effect of which is accounted for as other revenue. As stated in the audited Financial Statements of the Fund for the year ending December 31, 2007, because Westshore's hedging transactions do not qualify for "hedge accounting", the value of Westshore's forward exchange contracts must be "marked to market" at each period end. Westshore is party to a Euro forward contract to hedge one of the purchase contracts for the equipment upgrade project in addition to its US dollar forward contracts. For the nine months ended September 30, 2008, other revenue included an unrealized loss of $0.2 million, compared to an unrealized loss of $0.8 million for the same period in 2007, and a realized loss of $0.1 million compared to a realized gain of $2.6 million for 2007. Unrealized gains and losses are non-cash items.

Liquidity and Capital Resources

The Fund is obliged to distribute to Unitholders its cash inflows less administrative costs of the Fund (and amounts, if any, which may be paid in connection with any cash redemption of units). The Fund has no fixed distribution requirements, distributions being solely a function of amounts received by the Fund. Because the Fund's investment in Westshore is of a passive nature, it is not anticipated that the Fund will require significant capital resources to maintain its investment in Westshore on an ongoing basis. The cost of ongoing maintenance and refurbishment of the equipment is well within Westshore's financial capacity based solely on revenues less expenses without any need for financing. The equipment upgrade is being funded entirely from equity and cash resources, which will avoid any liquidity concerns with debt service. As a result, the Fund does not anticipate any liquidity concerns with the ongoing operations of Westshore.

Westshore has in place with a Canadian chartered bank a $1 million secured operating facility which, if required, can be utilized to meet working capital requirements. This facility was not used during the third quarter and remained undrawn at September 30, 2008. Westshore's distribution policy involves leaving sufficient earnings before depreciation and unrealized gains or losses on forward exchange contracts to cover cash requirements such as capital expenditures and pension contributions.

Distributions and Standardized Distributable Cash

On October 15, 2008, the Fund distributed $38,610,008 (representing $0.52 per trust unit) in cash for the third quarter of 2008 to Unitholders of record on September 30, 2008 as compared with $21,532,505 (representing $0.29 per trust unit) in cash for the third quarter of 2007.

References to "Standardized Distributable Cash" are to cash from operating activities (inclusive of changes in working capital) less capital expenditures, both measures recognized under GAAP. Standardized Distributable Cash is a financial measure that is one indicator of the Fund's ability to make distributions. It is a measure that has been recommended by the CICA's Canadian Performance Reporting Board for use by income funds in Canada as an indicator of financial performance. As one of the factors that may be considered relevant by investors is the cash available to be distributed by the Fund relative to the price of the Units, the Fund believes that Standardized Distributable Cash is a useful supplemental measure that may assist investors to assess an investment in the Units.

The Standardized Distributable Cash of the Fund is substantially comprised of distributions from Westshore which are dependent on the operating results of Westshore. The following table sets out the Standardized Distributable Cash calculation for the nine month periods ended September 30, 2008 and 2007 respectively.

                          -----------------------------------------------
                          3 months ended Sept 30  9 months ended Sept 30
                             2008        2007        2008        2007
                          -----------------------------------------------
Cash flows from
 operating activities         36,996      40,506      88,774      82,848
Less: Capital
 expenditures                 (2,430)    (13,255)     (4,685)    (17,993)
                          -----------------------------------------------
Standardized
 Distributable Cash           34,566      27,251      84,089      64,855
                          -----------------------------------------------
                          -----------------------------------------------
Cash Distributions
 declared                     38,610      21,533      94,298      59,401
                          -----------------------------------------------
                          -----------------------------------------------
Basic and diluted
 Standardized
 Distributable Cash
 per unit                      0.466       0.367       1.132       0.873
                          -----------------------------------------------
                          -----------------------------------------------
Cash Distributions
 per unit                      0.520       0.290       1.270       0.800
                          -----------------------------------------------
                          -----------------------------------------------

The Fund plans distributions based on its annual results and expects that any particular quarterly distribution may vary from Standardized Distributable Cash for that quarter.

Until the fourth quarter of 2005, the Fund could easily predict its exact taxable income for each period, as it was determined solely by the interest on the subordinated debt of Westshore Terminals that was then held by the Fund and any dividends paid by Westshore Terminals. Because the Fund's investments now consist of substantially all the limited partnership units of Westshore Terminals Limited Partnership, all of the taxable income of Westshore for any year is automatically allocated to the Fund. While the Fund usually attempts both to estimate its taxable income for the year and to make distributions for the year as close as possible to that taxable income, it is normal for there to be some discrepancy between the taxable income of the Fund and cash distributions by the Fund. In view of current uncertainties and recent volatility in markets for metallurgical coal, Westshore has determined to make a modest addition to its cash reserves, which is expected to result in taxable income per unit exceeding cash distributions per unit in 2008. In order to deal with the situation where the taxable income of the Fund exceeds cash distributions, the Declaration of Trust provides that an amount equal to the excess will be distributed to unitholders in the form of additional trust units, which are then consolidated.

Change in Accounting Policies

Inventories

On January 1, 2008, the Fund adopted the new requirements of CICA Handbook Section 3031 for inventories. The standard provides more comprehensive guidance on the determination of costs and the cost formulas that are used to assign costs to inventories. Inventories are required to be valued at the lower of cost and net realizable value.

The adoption of this standard did not have a material impact on the consolidated financial statements of the Fund.

Financial Instruments

On January 1, 2008, the Fund adopted the new requirements of the CICA Handbook Section 3862 for financial instruments. The Standard requires additional disclosure on the Fund's risks with respect to financial instruments and how the Fund manages these risks. This information is presented in Note 4 to the accompanying financial statements.

Capital Disclosures

On January 1, 2008, the Fund adopted the new requirements of CICA Handbook Section 1535 for capital disclosures. The standard requires additional disclosure about the Fund's capital and how it is managed along with any external requirements or restrictions imposed on that capital. This information is provided in Note 5 to the accompanying consolidated financial statements.

International Financial Reporting Standards (IFRS)

The use of IFRS for financial reporting in Canada will become applicable for the year beginning January 1, 2011. The Fund is currently in the process of developing an implementation strategy to establish timelines and identify significant differences between Canadian GAAP and IFRS. The impacts on the consolidated financial statements of converting to IFRS are unknown at this time.

Outlook

The Fund's cash inflows are entirely dependent on Westshore's operating results and are significantly influenced by four variables: the volume of coal shipped through the Terminal; the US dollar denominated price received by Westshore's customers for that coal; the Canadian-US dollar exchange rate; and Westshore's operating and administrative costs. Since the average US dollar denominated coal price for the 2008 calendar year has been announced by Fording, the major variables affecting distributions will be the volume loaded and the Canadian/US dollar exchange rate. In view of the difference in loading rates between the various contracts, Westshore cannot provide a reliable indication of the effect of changes in tonnage on distributions, because that will depend on which mines ship the tonnage. Accordingly, Westshore does not intend to provide a discussion of sensitivities.

Critical to Westshore's ongoing success will be the ability of its customers, including the Coal Partnership in particular, to maintain and increase their coal export volumes while competing with other suppliers for sales worldwide. Based on information currently available, Westshore anticipates throughput volumes between 21 to 22 million tonnes, but at a higher average loading rate than in 2007. To date, Westshore has experienced no material impact to throughput volumes from the equipment upgrade.

As announced in a Fording news release on July 23, 2008, the Coal Partnership has achieved settlements for the 2008/09 coal year of US$275 per tonne, which reflects the average for all ranges of coal products, including thermal and PCI coals. This represents an increase of approximately 200% from the US dollar prices realized by the Coal Partnership for the 2007/08 coal year. These prices represent sales for all products, not only those exported through Westshore. The higher prices for coal over the prior years reflect extreme tightness in the metallurgical coal market. Changes in global economic conditions could change prices for the 2009 coal year.

For 2008 and based on current tonnage estimates as of the date of this report, tonnages shipped at fixed rates are expected to account for approximately 25% of the Terminal's throughput; tonnages shipped at variable rates but subject to a cap, in effect for this year, are expected to account for approximately 30% of throughput; and finally, tonnages shipped at full variable rates are expected to account for approximately 45% of throughput at the Terminal.

The third quarter distribution of 2008 was $0.52 per unit and distributions for Q4 are anticipated to be similar. However, actual results in subsequent quarters will determine the level of distributions, either positively or negatively. Since distributions for the calendar year 2008 exceed $1.035 per unit, incentive fees will be payable by Westshore to the Manager under the Management Agreement. As a result of the higher coal prices, it is anticipated that the 2008 incentive fee payable to the Manager will be materially higher than in 2007. Those fees are computed on the following basis: 15% of Fund distributable cash between $1.035 - $1.125 per unit; 25% of Fund distributable cash between $1.125 - $1.260 per unit; and 35% of Fund distributable cash above $1.260 per unit.

Forward-looking Statements

The foregoing statements concerning tonnages, coal prices, exchange rates, loading rates and variability of distributions are forward-looking statements but reflect the current expectations of the Fund and Westshore with respect to future events and performance. Wherever used, the words "may," "will," "anticipate," "intend," "expect," "plan," "believe," and similar expressions identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at which, such performance or results will be achieved.

Forward-looking statements are based on information available at the time they are made, assumptions made by management, and management's good faith belief with respect to future events, and are subject to the risks and uncertainties outlined in the Fund's Annual Information Form that could cause actual performance or results to differ materially from those reflected in the forward-looking statements, historical results or current expectations.

All forward-looking statements will be impacted by and are subject to the risks set out under Risk Factors in the Fund's Annual Information Form.

Additional Information

Additional information relating to the Fund, including the Fund's latest Annual Report and Annual Information Form, are available on SEDAR at www.sedar.com and on Westshore's website at www.westshore.com.

On behalf of the Trustees,

(signed)

William W. Stinson
Chairman
November 7, 2008


The enclosed financial statements have not been reviewed by the Fund's or
Westshore's auditors.



Consolidated Statements of Earnings, Comprehensive Earnings and
Cumulative Earnings
(in thousands of dollars, except per unit amounts)

                             Three months ended      Nine months ended
                                September 30            September 30
                                      $                       $
                              2008        2007        2008        2007
-------------------------------------------------------------------------
                          (Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUE
Coal                          73,764      36,937     171,671     119,280
Other                           (230)      2,361       2,905       5,789
-------------------------------------------------------------------------
                              73,534      39,298     174,576     125,069
EXPENSES
Operating                     19,702      16,870      57,052      51,889
Administrative                 7,228       1,798      16,084       5,328
-------------------------------------------------------------------------
                              26,930      18,668      73,136      57,217
-------------------------------------------------------------------------

Earnings before depreciation
 and income taxes             46,604      20,630     101,440      67,852

Depreciation                   5,572       5,553      16,716      16,658
-------------------------------------------------------------------------

Earnings before income
 taxes                        41,032      15,077      84,724      51,194

Provision for income taxes       870         413       1,341       7,002
-------------------------------------------------------------------------

Net and comprehensive
 earnings for the period      40,162      14,664      83,383      44,192

Cumulative earnings -
 Beginning of period         537,606     465,627     494,385     436,099
-------------------------------------------------------------------------

Cumulative earnings -
 End of period               577,768     480,291     577,768     480,291
-------------------------------------------------------------------------

Basic and diluted
 earnings per trust unit       0.541       0.197       1.123       0.604
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Weighted average number
 of trust units
 outstanding              74,250,016  74,250,016  74,250,016  73,163,505
-------------------------------------------------------------------------
-------------------------------------------------------------------------



Consolidated Statements of Cash Flows
(in thousands of dollars)

                             Three months ended      Nine months ended
                                September 30            September 30
                                      $                       $
                              2008        2007        2008        2007
-------------------------------------------------------------------------
                          (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Cash flows from operating
 activities
Net earnings for the
 period                       40,162      14,664      83,383      44,192
  Items not affecting cash
    Unrealized losses
     (gains) on forward
     exchange contracts          959        (202)        168         771
    Depreciation               5,572       5,553      16,716      16,658
    Future income tax expense    870         413       1,341       7,002
    Increase in deferred
     employee future
     benefits costs              575         413          45         228
-------------------------------------------------------------------------
                              48,138      20,841     101,653      68,851
Decrease (increase) in
 non-cash working capital    (11,142)     19,665     (12,879)     13,997
-------------------------------------------------------------------------
                              36,996      40,506      88,774      82,848
-------------------------------------------------------------------------
Cash flows from financing
 activities
Distributions paid to
 unitholders                 (34,898)    (18,563)    (82,418)    (61,446)
Issuance of units, net of
 share issuance costs              -           -           -      40,430
-------------------------------------------------------------------------
                             (34,898)    (18,563)    (82,418)    (21,016)
-------------------------------------------------------------------------
Cash flows from investing
 activities
Additions to plant and
 equipment                    (2,430)    (13,255)     (4,685)    (17,993)
-------------------------------------------------------------------------
                              (2,430)    (13,255)     (4,685)    (17,993)
-------------------------------------------------------------------------

Increase (decrease) in cash
 and cash equivalents           (332)      8,688       1,671      43,839

Cash and cash equivalents -
 Beginning of period          74,745      69,706      72,742      34,555
-------------------------------------------------------------------------

Cash and cash equivalents -
 End of period                74,413      78,394      74,413      78,394
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Supplemental cash flow
 information
Cash received for interest       530         749       1,574       1,839
-------------------------------------------------------------------------
-------------------------------------------------------------------------



Consolidated Balance Sheets
(in thousands of dollars)                          September    December
                                                    30, 2008    31, 2007
                                                       $           $
-------------------------------------------------------------------------
                                                  (Unaudited)  (Audited)
ASSETS
Current assets
Cash and cash equivalents                             74,413      72,742
Accounts receivable                                   27,389      11,181
Inventories                                            6,663       6,162
Prepaid expenses and other assets                      4,717       1,010
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                                                     113,182      91,095
-------------------------------------------------------------------------

Plant and equipment
At cost                                              497,414     492,889
Accumulated depreciation                            (380,757)   (364,200)
-------------------------------------------------------------------------
                                                     116,657     128,689
-------------------------------------------------------------------------

Employee future benefits                              22,720      20,975
Goodwill                                             365,541     365,541
-------------------------------------------------------------------------
                                                     618,100     606,300
-------------------------------------------------------------------------
-------------------------------------------------------------------------

LIABILITIES & UNITHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities              35,534      27,826
Distribution payable to unitholders                   38,610      26,730
-------------------------------------------------------------------------
                                                      74,144      54,556

Employee future benefits                              21,155      19,364
Future income taxes                                    8,079       6,738
-------------------------------------------------------------------------
                                                     103,378      80,658
Unitholders' Equity
Capital contributions                                704,032     704,032
Cumulative earnings                                  577,768     494,385
Cumulative distributions declared                   (767,078)   (672,775)
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                                                     514,722     525,642
-------------------------------------------------------------------------
                                                     618,100     606,300
-------------------------------------------------------------------------
-------------------------------------------------------------------------



Notes to Financial Statements

1.  Basis of presentation

    These interim financial statements do not contain all the information
    required for annual financial statements and should be read in
    conjunction with the financial statements and notes included in the
    Fund's Annual Report for the year ended December 31, 2007. These
    interim financial statements have not been audited or reviewed by
    external auditors.

2.  Significant accounting policies

    These interim financial statements have been prepared in accordance
    with Canadian generally accepted accounting principles and follow the
    same accounting principles and methods of application as set out in
    Note 2 of the Fund's annual financial statements for the year ended
    December 31, 2007.

3.  Inventories

    Effective January 1, 2008, the Fund adopted the new requirements of
    CICA Handbook Section 3031 for inventories. The adoption of this
    standard did not have a material impact on the consolidated financial
    statements of the Fund.

4.  Financial Instruments

    The Fund's financial instruments include cash and cash equivalents,
    accounts receivable, accounts payable and distributions payable to
    unitholders. The carrying amounts of these financial instruments
    recorded on the consolidated balance sheet are reasonable estimates
    of their fair values due to the relatively short periods to maturity
    and commercial terms of these instruments.

    Cash and cash equivalents are classified as financial assets held for
    trading and are recorded at fair value on the consolidated balance
    sheet. Accounts receivable are classified as loans and receivables
    and are recorded at amortized cost. Accounts payable and
    distributions payable to unitholders are classified as other
    financial liabilities and are recorded at amortized cost.

    The Fund's financial instruments also include foreign exchange
    forward contracts, which are derivative financial instruments that
    are classified as held-for-trading and are recorded at fair value.
    Fair value is measured using the quoted market rate for forward
    contracts of a similar maturity date.

    Financial risk management and exposure

    The Fund is exposed to various risks associated with its financial
    instruments, which include credit risk, liquidity risk and market
    risk.

    Credit Risk

    Credit risk is the risk of financial loss to the Company if a
    customer or counterparty to a financial instrument fails to meet its
    contractual obligations. Credit risk arises primarily from accounts
    receivable and cash and cash equivalents.

    The Company's exposure to credit risk is influenced by the
    profitability of coal mining companies, which is heavily impacted by
    the price of the coal. The accounts receivable are concentrated with
    one customer, The Coal Partnership, as this customer represented
    approximately 89% of Westshore's revenues in 2007. Westshore does not
    have any collateral or security over receivables. Westshore monitors
    the financial health of its customers and regularly reviews its
    accounts receivable for impairment. As at September 30, 2008, there
    were no trade accounts receivable past due which were considered
    uncollectible and no reserve in respect of doubtful accounts was set
    up.

    The Fund limits its exposure to credit risk arising from cash
    equivalents by only investing in money market funds with a major
    Canadian financial institution. The Fund does not expect any credit
    losses in the event of non-performance by counter parties to its
    foreign exchange forward contracts as the counter parties are the
    Fund's bankers, a major Canadian financial institution.

    The carrying amount of financial assets represents the maximum credit
    exposure. The maximum exposure to credit risk is:

                                                                    2008

    Cash and cash equivalents                                     74,413
    Accounts receivable                                           27,389
    ---------------------------------------------------------------------
                                                                 101,802
    ---------------------------------------------------------------------

    Liquidity Risk

    Liquidity risk is the risk that the Fund will not be able to meet its
    obligations as they fall due. The Fund continually monitors its
    financial position to ensure that it has sufficient liquidity to
    discharge its obligations when due. The Fund's distribution
    obligation to unitholders is funded from operating income and the
    current equipment upgrade has been funded with additional equity
    which will avoid liquidity concerns with debt service.

    The financial liabilities of the Fund, which include accounts payable
    and accrued liabilities, have a contractual maturity of less than
    1 year.

    Westshore also maintains a $1 million operating facility that can be
    drawn down to meet short term financing needs. No amounts were
    outstanding on this facility at September 30, 2008.

    Market Risk

    The significant market risk exposures affecting the financial
    instruments held by the Fund are those related to foreign currency
    exchange rates and interest rates.

    Foreign currency exchange rates

    The Fund is exposed to foreign currency exchange rate risk on its
    foreign currency forward contracts. The value of these financial
    instruments fluctuates with changes in the CDN/US dollar exchange
    rate and the CDN/Euro exchange rate. The Fund is unable to estimate
    the effect of changes in these exchange rates on the value of the
    forward contracts existing at September 30, 2008. From the beginning
    of the year to September 30, 2008, the Euro has strengthened by
    approximately 2% against the Canadian dollar and the US dollar has
    strengthened by approximately 7% against the Canadian dollar. The
    fair market value of the Fund's foreign currency forward contracts
    has decreased by $168,000.

    Interest rates

    The Fund has limited exposure to interest rate risk on the cash
    equivalents (short-term investments). Money market fund returns are
    correlated with Canadian T-bills and Bankers' Acceptances of major
    Canadian financial institutions. A change in interest rates would not
    have a material impact on the financial statements of the Fund.

5.  Capital Disclosures

    The capital of the Fund consists solely of unitholders' equity which
    includes issued trust units and cumulative earnings less cumulative
    distributions.

    The objective of the Fund is to maintain a stable capital base and
    ensure that the capital structure does not interfere with the Fund's
    ability to meet its distribution requirements on the trust units. In
    2008, the Fund expects that its quarterly distributions to
    unitholders will be funded by earnings and operating cash flows.

    The trust units are governed by the Second Amended and Restated
    Declaration of Trust dated September 29, 2005, which provides that
    non-residents of Canada may not own more than 49% of the trust units
    at any time. The Fund continually monitors the non-resident ownership
    levels to the best of its ability given the practical limitations
    regarding beneficial ownership interest. The Fund believes that it
    has always had substantially less than 49% non-Canadian ownership.

    The Fund's trust units are not subject to externally imposed capital
    requirements. There have been no changes in how the Fund manages its
    capital during the period ended September 30, 2008.

6.  Other Income

    Other income includes the following gains and losses on financial
    instruments:

                            Three months ended      Nine months ended
                               September 30            September 30
                             2008        2007        2008        2007
    ---------------------------------------------------------------------
                          (Unaudited) (Unaudited) (Unaudited) (Unaudited)

    Interest income on
     cash and cash
     equivalents                 530         749       1,574       1,839
    Change in fair value
     of forward exchange
     contracts                  (959)        285        (168)       (688)
    Realized foreign
     exchange gains (losses)     (87)        512         (87)      2,597
    ---------------------------------------------------------------------
                                (516)      1,546       1,319       3,748
    ---------------------------------------------------------------------

7.  Employee future benefits

                            Three months ended      Nine months ended
                               September 30            September 30
                             2008        2007        2008        2007
    ---------------------------------------------------------------------
                          (Unaudited) (Unaudited) (Unaudited) (Unaudited)

    Pension plan benefits  $      55   $      11   $  (1,746)  $  (1,162)
    Other retirement and
     post-employment
     benefits                    520         402       1,791       1,390
    ---------------------------------------------------------------------

    Employee future
     benefits expense      $     575   $     413   $      45   $     228
    ---------------------------------------------------------------------
    ---------------------------------------------------------------------


                           Corporate Office
                   Westshore Terminals Income Fund
                   1800 - 1067 West Cordova Street
                 Vancouver, British Columbia V6C 1C7
           Telephone: 604.488.5295 Facsimile: 604.687.2601
                          www.westshore.com