Teekay Offshore GP LLC (TOO GP), the general partner of Teekay
Offshore Partners L.P. (Teekay Offshore or the Partnership)
(NYSE:TOO), today reported the Partnership’s results for the
quarter ended September 30, 2019.
Consolidated Financial
Summary
|
|
Three Months Ended |
|
|
September 30, |
June 30, |
September 30, |
(in thousands of U.S. Dollars, except per unit
data) |
2019 |
2019 (2) |
2018 |
(unaudited) |
(unaudited) |
(unaudited) |
GAAP FINANCIAL RESULTS |
|
|
|
Revenues |
299,447 |
|
319,774 |
|
327,658 |
|
Net loss |
(34,769 |
) |
(27,979 |
) |
(39,355 |
) |
Limited partners'
interest in net loss per common unit - basic |
(0.10 |
) |
(0.09 |
) |
(0.11 |
) |
|
|
|
|
NON-GAAP FINANCIAL RESULTS: |
|
|
|
Adjusted EBITDA
(1) |
157,660 |
|
158,941 |
|
172,328 |
|
Adjusted net
income attributable to the partners and preferred unitholders
(1) |
4,659 |
|
4,735 |
|
11,560 |
|
Limited partners'
interest in adjusted net income per common unit (1) |
(0.01 |
) |
(0.01 |
) |
0.01 |
|
- 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).
- Please refer to Appendices to the release announcing the
results for the second quarter of 2019 attached as Exhibit 1 to the
Form 6-K filed with the Securities and Exchange Commission on July
31, 2019 for a reconciliation of these non-GAAP measures to the
most directly comparable financial measures under GAAP.
Third Quarter of 2019 Compared to Third
Quarter of 2018
Revenues were $299 million in the third
quarter of 2019, a decrease of $28 million compared to $328 million
in the same quarter of the prior year, primarily due to reduced
charter rates under the Piranema FPSO contract extension, the
completion of the Ostras FPSO charter contract in March 2019 and
the redelivery of an older shuttle tanker in August 2019.
Net loss decreased to $35 million in the
third quarter of 2019 compared to $39 million in the same
quarter of the prior year. The decrease in revenues described above
was offset by the absence of a $55 million loss on debt repurchases
related to the repayment of a promissory note and certain senior
unsecured bonds during the third quarter of 2018. Additionally, in
the third quarter of 2019, net loss included a realized and
unrealized loss on derivative instruments of $28 million,
reflecting decreased interest rate levels, compared to a realized
and unrealized gain on derivative instruments of $9 million during
the third quarter of 2018. Additionally, aggregate voyage and
vessel operating expenses decreased by $14 million primarily due to
lower shuttle tanker operating expenses and the sale of certain
shuttle tankers.
Non-GAAP Adjusted EBITDA was $158 million in the
third quarter of 2019, representing a decrease of $15 million
compared to $172 million in the third quarter of 2018, primarily
due to a $19 million decrease in earnings from the FPSO segment,
mainly due to the decrease in revenues as explained above.
Non-GAAP Adjusted Net Income was $5 million in
the third quarter of 2019, a decrease of $7 million compared to $12
million in the third quarter of 2018, primarily due to the $15
million decrease in adjusted EBITDA, partially offset by a $5
million decrease in depreciation and amortization expense due to
the sale of certain shuttle tankers.
Third Quarter of 2019 Compared to Second
Quarter of 2019
Revenues decreased by $20 million and net loss
increased by $7 million in the third quarter of 2019, compared to
the prior quarter. Revenues and vessel operating expenses in the
third quarter of 2019 decreased by $13 million and $15 million,
respectively, from the termination of the Cheviot Field agreement
relating to the Petrojarl Varg FPSO unit in the second quarter of
2019. Other items impacting the increase in net loss included a $13
million decrease in the gain on sale of three vessels recognized
during the second quarter of 2019 and a $7 million increase in
foreign currency exchange losses, partially offset by a $13 million
decrease in realized losses and unrealized fair value losses on
derivative instruments.
Non-GAAP Adjusted EBITDA and Adjusted Net Income
were $158 million and $5 million, respectively, in the third
quarter of 2019, which were both consistent with the second quarter
2019.
Please refer to “Operating Results” for
additional information on variances by segment and Appendices A and
B for reconciliations between GAAP net loss and non-GAAP
Adjusted EBITDA and Adjusted Net Income, respectively.
CEO Commentary
“We have delivered another solid operational
quarter, with high uptimes and disciplined cost performance,
reporting an Adjusted EBITDA of $158 million. Financial performance
was consistent with the second quarter of this year both on a
consolidated basis and across all segments,” commented Ingvild
Sæther, President and CEO of Teekay Offshore Group Ltd.
“During the quarter we ordered a newbuilding
shuttle tanker for our East Coast Canada operations, which
increases the shuttle tanker capacity from three to four vessels in
this region, reflecting the production forecasts of our clients.
This brings our overall shuttle tanker fleet to 31 vessels,
including seven newbuildings. We now have a total of over $1
billion of investments in our shuttle tanker newbuilding program
which all are covered by contracts and will serve as offshore
infrastructure for our customers in the North Sea and East Coast
Canada for many years to come.”
Ms. Sæther added, "On the financing side, it has
been another busy period with the closing of several financings and
refinancings that have improved the maturity schedules and
strengthened the balance sheets of both Teekay Offshore and Teekay
Shuttle Tankers, our 100% owned and ringfenced subsidiary.
Specifically, I would like to mention that in September, we
completed a $120 million U.S. private placement in relation to our
holding of 50% of the Libra FPSO and in October, Teekay Shuttle
Tankers placed a $125 million green bond, which was the first ever
green bond in the maritime sector in the Western Hemisphere. The
green bond will partly finance four of our LNG-fueled shuttle
tanker newbuildings where CO2 emissions are reduced by almost
50%."
Summary of Recent Events
Brookfield Investment
On October 1, 2019, the Partnership announced
that it entered into an agreement and plan of merger (the Merger
Agreement) with Brookfield Business Partners L.P., and certain of
its affiliates and institutional partners (collectively,
Brookfield). Pursuant to the Merger Agreement, Brookfield has
agreed to acquire all of the approximately 27% outstanding publicly
held common units representing limited partner interests of the
Partnership (common units) not already held by Brookfield. Under
the terms and subject to the conditions of the Merger Agreement, a
newly formed subsidiary of Brookfield will merge with and into the
Partnership, with the Partnership surviving as a wholly owned
subsidiary of Brookfield and Teekay Offshore GP L.L.C. (the
Merger). The Merger will become effective upon the filing of a
properly executed certificate of merger with the Registrar of
Corporations of the Republic of the Marshall Islands or at such
later date and time as may be agreed by the parties and set forth
in the certificate of merger (the Effective Time).
The Merger Agreement provides that, at the
Effective Time, each Common Unit issued and outstanding as of
immediately prior to the Effective Time (other than the Brookfield
Units) will be converted into the right to receive $1.55 in cash,
to be paid without any interest thereon and reduced by any
applicable tax withholding. As an alternative to receiving the cash
consideration, each unaffiliated unitholder will have the option to
elect to receive one newly designated unlisted Class A Common Unit
of the Partnership per common unit. Further details on the terms of
the merger, including risk factors associated with the newly
designated unlisted Class A Common Units, is provided in the
Schedule 13e-3 Transaction Statement filed by the Partnership on
October 28, 2019.
Financing
In October 2019, a subsidiary of the
Partnership, Teekay Shuttle Tankers L.L.C., successfully placed
$125 million of senior unsecured green bonds due in October 2024.
The Green Bonds carry a coupon of three months LIBOR plus 6.50%.
The proceeds from the bonds will be used in accordance with the
Partnership's Green Bond Framework to partially fund four
LNG-fueled shuttle tankers currently under construction with
expected deliveries in late-2019 through 2020.
In October 2019, the Partnership secured a $100
million bridge term loan to provide pre- and post-delivery
financing for a shuttle tanker newbuilding to operate on the East
Coast of Canada (see Shuttle Tanker Newbuilding below), which
matures in August 2022. The debt facility bears interest at a rate
of LIBOR plus 250 basis points until March 2020 and increases by 25
basis points per quarter thereafter. The Partnership intends to
refinance the bridge loan into the existing East Coast Canada
shuttle financing secured by the three vessels in operations.
In September 2019, the Partnership entered into
a sale and leaseback transaction with a third-party that will:
provide pre-delivery financing for two shuttle tankers currently
under construction; purchase the vessels for an adjustable purchase
price of $107.1 million per vessel from the Partnership upon their
expected deliveries in late-2020 and early-2021, respectively; and
charter the vessels back to the Partnership for ten years, at which
point the vessels will be sold back to the Partnership. The
pre-delivery financing bears interest at a fixed rate of 5.5%,
while the post-delivery sale and leaseback transaction is based on
an interest rate of LIBOR plus 2.85%.
In September 2019, the Partnership completed a
$120 million U.S. private placement of 7.11% Notes, due in
September 2027, to be used for general corporate purposes.
In September 2019, the Partnership amended an
existing loan agreement secured by the Arendal Spirit UMS to remove
a mandatory prepayment clause under which the outstanding balance
was due on September 30, 2019. The modified debt facility now
matures in February 2023.
In September 2019, the Partnership extended the
maturity date of an existing unsecured revolving credit facility
provided by Brookfield, which provides for borrowings of up to $125
million. The amended revolving credit facility matures on October
1, 2020 and bears interest at a rate of LIBOR plus a margin of 7.0%
on any drawn amount during the extended term.
In September 2019, a subsidiary of the
Partnership, Teekay Shuttle Tankers L.L.C., amended its $250
million fixed rate notes loan agreement to remove a change of
control clause in the event of a delisting of the Partnership's
common units. The bonds will be repaid at 101% of par value, rather
than 100%, when maturing in August 2022.
In August 2019, the Partnership completed a $26
million refinancing of an existing term loan secured by the Suksan
Salamander FSO unit, which extended the maturity from August 2019
to August 2022. The new credit facility bears interest at LIBOR
plus a margin of 290 basis points.
In July 2019, the remaining $75 million
principal of the Partnership's outstanding five-year 6.0% senior
unsecured bonds matured and was repaid by drawing $75 million from
the Partnership's capacity under an existing unsecured revolving
credit facility provided by Brookfield. At September 30, 2019, the
facility provided by Brookfield was fully drawn.
Shuttle Tanker Newbuilding
In August 2019, the Partnership entered into a
shipbuilding contract with Samsung Heavy Industries Co. Ltd. to
construct a shuttle tanker for an estimated aggregate fully
built-up cost of approximately $130 million. The shuttle tanker
newbuilding will, together with three existing vessels, operate
under the existing contracts with a group of oil companies to
provide shuttle tanker services for oil production on the East
Coast of Canada. The vessel is expected to be delivered to the
Partnership in early-2022.
Dispute Resolutions
In September 2019, the arbitration hearing
relating to claims brought by the charterer of the Petrojarl Knarr
FPSO unit, against the Partnership, for a reduced purchase price
option and certain liquidated damages, concluded. The claim
relating to the charterers right to purchase the FPSO at a 20%
purchase price discount was denied, however, liquidated damages
were awarded to the charterer of the unit, offset to an extent by
certain damages awarded to the Partnership in respect of
counterclaims brought against the charterer for their actions.
Interest was applied to the awarded amounts leaving a balancing
payment of approximately $25 million, which was settled by the
Partnership in October 2019.
In September 2019, the Partnership resolved an
existing dispute with a shipyard relating to the completion of the
conversion of the Randgrid FSO unit and in respect of amounts the
shipyard claimed to be owed under disputed variation orders in the
amount of approximately $100 million. The Partnership made a
payment of approximately $22 million in October 2019 in full and
final settlement of these claims.
Liquidity Update
As of September 30, 2019, the Partnership
had total liquidity of $271 million, an increase of $69 million
compared to June 30, 2019. The increase in liquidity was primarily
due to the Partnership's issuance of $120 million of Notes during
the third quarter of 2019.
Operating Results
The commentary below compares certain results of
our operating segments for the three months ended September 30,
2019 to the same period of the prior year, unless otherwise
noted.
FPSO Segment
|
Three Months Ended |
|
September 30, |
June 30, |
September 30, |
|
2019 |
2019 |
2018 |
(in thousands of U.S. Dollars) |
(unaudited) |
(unaudited) |
(unaudited) |
Revenues |
113,362 |
127,478 |
131,244 |
Adjusted EBITDA |
73,550 |
72,169 |
92,359 |
Adjusted EBITDA (including Adjusted EBITDA from
equity-accounted vessels) decreased by $19 million primarily due
to: a decrease of $12 million due to a contract extension for the
Piranema Spirit FPSO unit operating at lower charter rates than the
original contract and a decrease in the amortization of non-cash
deferred revenue; and a decrease of $9 million due to the
completion of the charter contract of the Petrojarl Cidade de Rio
das Ostras FPSO unit in March 2019.
Adjusted EBITDA was in line with the second
quarter of 2019.
Shuttle Tanker Segment
|
Three Months Ended |
|
September 30, |
June 30, |
September 30, |
|
2019 |
2019 |
2018 |
(in thousands of U.S. Dollars) |
(unaudited) |
(unaudited) |
(unaudited) |
Revenues |
133,659 |
137,050 |
144,298 |
Adjusted EBITDA |
64,421 |
67,688 |
65,073 |
Adjusted EBITDA was in line with the same
quarter in the prior year.
Adjusted EBITDA decreased by $3 million,
compared to the second quarter of 2019, primarily due to the
re-delivery of the Stena Sirita in August 2019, which had reached
the end of its estimated useful life.
FSO Segment
|
Three Months Ended |
|
September 30, |
June 30, |
September 30, |
|
2019 |
2019 |
2018 |
(in thousands of U.S. Dollars) |
(unaudited) |
(unaudited) |
(unaudited) |
Revenues |
35,168 |
34,605 |
32,586 |
Adjusted EBITDA |
23,703 |
22,761 |
20,334 |
Adjusted EBITDA increased by $3 million mainly
due to higher uptime related to the Randgrid FSO unit and lower
repairs and maintenance expenditure on the FSO units.
Adjusted EBITDA was in line with the second
quarter of 2019.
UMS Segment
|
Three Months Ended |
|
September 30, |
June 30, |
September 30, |
|
2019 |
2019 |
2018 |
(in thousands of U.S. Dollars) |
(unaudited) |
(unaudited) |
(unaudited) |
Revenues |
441 |
|
431 |
|
— |
|
Adjusted EBITDA |
(1,574 |
) |
(1,884 |
) |
(879 |
) |
Adjusted EBITDA was consistent with prior
periods.
Towage Segment
|
Three Months Ended |
|
September 30, |
June 30, |
September 30, |
|
2019 |
2019 |
2018 |
(in thousands of U.S. Dollars) |
(unaudited) |
(unaudited) |
(unaudited) |
Revenues |
16,817 |
|
16,716 |
|
14,954 |
|
Adjusted EBITDA |
(1,198 |
) |
(426 |
) |
(1,930 |
) |
Adjusted EBITDA was relatively consistent with
prior periods.
Conventional Tanker Segment
|
Three Months Ended |
|
September 30, |
June 30, |
September 30, |
|
2019 |
2019 |
2018 |
(in thousands of U.S. Dollars) |
(unaudited) |
(unaudited) |
(unaudited) |
Revenues |
— |
3,494 |
|
4,576 |
|
Adjusted EBITDA |
— |
(225 |
) |
(1,882 |
) |
Adjusted EBITDA increased by $2 million. The
Partnership redelivered the two in-chartered vessels to their
owners in March and April 2019, respectively, and no longer has
activity in the conventional tanker segment.
Teekay Offshore’s Fleet
The following table summarizes Teekay Offshore’s
fleet as of November 7, 2019. In comparison to the
previously-reported fleet table in the release for the second
quarter of 2019, Teekay Offshore's owned Shuttle Tanker fleet
increased by one vessel due to an additional committed shuttle
tanker newbuilding described above.
|
Number of Vessels |
|
Owned Vessels |
Chartered-in Vessels |
Committed Newbuildings |
Total |
FPSO Segment |
8 |
(i) |
— |
|
— |
|
8 |
|
Shuttle Tanker Segment |
25 |
(ii) |
2 |
|
7 |
(iii) |
34 |
|
FSO Segment |
5 |
|
— |
|
— |
|
5 |
|
UMS Segment |
1 |
|
— |
|
— |
|
1 |
|
Towage Segment |
10 |
|
— |
|
— |
|
10 |
|
Total |
49 |
|
2 |
|
7 |
|
58 |
|
- Includes two FPSO units, the Cidade de Itajai and Pioneiro de
Libra, in which Teekay Offshore’s ownership interest is 50
percent.
- Includes four shuttle tankers in which Teekay Offshore’s
ownership interest is 50 percent and one HiLoad DP unit.
- Includes seven DP2 shuttle tanker newbuildings scheduled for
delivery in late-2019 through early-2022, two of which will operate
under Teekay Offshore's master agreement with Equinor in the North
Sea, four of which will join Teekay Offshore's CoA portfolio in the
North Sea and one which will operate under Teekay Offshore's
existing contracts on the East Coast of Canada.
Conference Call
The Partnership plans to host a conference call
on Thursday, November 7, 2019 at 12:00 p.m. (ET) to discuss
the results for the third quarter of 2019. All unitholders and
interested parties are invited to listen to the live conference
call by choosing from the following options:
- By dialing 1-800-367-2403 or +1 (647) 490-5367, if outside
North America, and quoting conference ID code 5601885
- By accessing the webcast, which will be available on Teekay
Offshore's website at www.teekayoffshore.com (the archive will
remain on the website for a period of one year).
An accompanying Third Quarter 2019 Earnings
Presentation will also be available at
www.teekayoffshore.com in advance of the conference call start
time.
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, among others:
the timing and certainty of closing Brookfield's anticipated
acquisition of all issued and outstanding publicly held common
units of the Partnership; the expected use of proceeds from the
Partnership's issuance of green bonds and private placement; the
intended refinancing of our bridge loan; and the timing of shuttle
tanker newbuilding deliveries and the commencement of related
contracts. 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
exploration, production and storage of offshore oil and gas, either
generally or in particular regions that would impact expected
future growth, particularly in or related to North Sea, Brazil and
East Coast of Canada offshore fields; the failure of Brookfield or
the Partnership to satisfy certain closing conditions in the
agreement and plan of merger; shipyard delivery delays and cost
overruns; delays in the commencement of charter contracts; and
other factors discussed in Teekay Offshore’s filings from time to
time with the SEC, including its Report on Form 20-F for the fiscal
year ended December 31, 2018. 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.
About Teekay Offshore Partners
L.P.
Teekay Offshore Partners L.P. is a leading
international midstream services provider to the offshore oil
production industry, primarily focused on the ownership and
operation of critical infrastructure assets in offshore oil regions
of the North Sea, Brazil and the East Coast of Canada. Teekay
Offshore has consolidated assets of approximately $5.2 billion,
comprised of 58 offshore assets, including floating production,
storage and offloading (FPSO) units, shuttle tankers (including
seven newbuildings), floating storage and offtake (FSO) units,
long-distance towing and offshore installation vessels and a unit
for maintenance and safety (UMS). The majority of Teekay Offshore’s
fleet is employed on medium-term, stable contracts. Brookfield owns
100 percent of Teekay Offshore’s general partner.
Teekay Offshore's common units and preferred
units trade on the New York Stock Exchange under the symbols "TOO",
"TOO PR A", "TOO PR B" and "TOO PR E", respectively.
For Investor Relations enquiries contact:
Jan Rune Steinsland, Chief Financial OfficerTel: +47 9705
2533Website: www.teekayoffshore.com
Teekay Offshore Partners L.P.Summary
Consolidated Statements of Loss
|
Three Months Ended |
Nine Months Ended |
|
September 30, |
June 30, |
September 30, |
September 30, |
September 30, |
|
2019 |
2019 |
2018 |
2019 |
2018 |
(in thousands of U.S. Dollars, except per unit
data) |
(unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
|
|
|
|
|
|
Revenues |
299,447 |
|
319,774 |
|
327,658 |
|
955,858 |
|
971,211 |
|
Voyage expenses |
(30,906 |
) |
(32,624 |
) |
(40,914 |
) |
(97,596 |
) |
(112,406 |
) |
Vessel operating expenses |
(99,400 |
) |
(118,718 |
) |
(103,399 |
) |
(319,337 |
) |
(329,079 |
) |
Time-charter hire
expenses |
(11,119 |
) |
(10,619 |
) |
(13,144 |
) |
(34,191 |
) |
(39,335 |
) |
Depreciation and
amortization |
(86,336 |
) |
(88,666 |
) |
(91,523 |
) |
(264,468 |
) |
(281,267 |
) |
General and
administrative |
(16,947 |
) |
(17,212 |
) |
(15,416 |
) |
(51,151 |
) |
(51,092 |
) |
(Write-down) and gain on sale
of vessels |
(1,498 |
) |
11,756 |
|
350 |
|
10,258 |
|
(206,941 |
) |
Restructuring charge |
— |
|
— |
|
(1,899 |
) |
— |
|
(1,899 |
) |
Operating income (loss) |
53,241 |
|
63,691 |
|
61,713 |
|
199,373 |
|
(50,808 |
) |
|
|
|
|
|
|
Interest expense |
(53,767 |
) |
(51,443 |
) |
(54,736 |
) |
(157,624 |
) |
(145,971 |
) |
Interest income |
1,776 |
|
1,253 |
|
991 |
|
4,099 |
|
2,383 |
|
Realized and unrealized (loss)
gain |
|
|
|
|
|
on derivative instruments |
(27,600 |
) |
(40,839 |
) |
9,381 |
|
(99,829 |
) |
53,273 |
|
Equity income |
3,385 |
|
2,388 |
|
11,877 |
|
6,659 |
|
34,221 |
|
Foreign currency exchange
(loss) gain |
(5,387 |
) |
1,789 |
|
(266 |
) |
(4,166 |
) |
(6,069 |
) |
Losses on debt
repurchases |
— |
|
— |
|
(55,479 |
) |
— |
|
(55,479 |
) |
Other expense - net |
(101 |
) |
(1,640 |
) |
(699 |
) |
(2,095 |
) |
(4,562 |
) |
Loss before income tax expense |
(28,453 |
) |
(24,801 |
) |
(27,218 |
) |
(53,583 |
) |
(173,012 |
) |
Income tax expense |
(6,316 |
) |
(3,178 |
) |
(12,137 |
) |
(11,763 |
) |
(18,775 |
) |
Net loss |
(34,769 |
) |
(27,979 |
) |
(39,355 |
) |
(65,346 |
) |
(191,787 |
) |
|
|
|
|
|
|
Non-controlling interests in
net loss |
(1,817 |
) |
1 |
|
(785 |
) |
(1,531 |
) |
(8,637 |
) |
Preferred unitholders'
interest in net loss |
8,038 |
|
8,038 |
|
8,038 |
|
24,114 |
|
23,447 |
|
General partner’s interest in
net loss |
(311 |
) |
(274 |
) |
(354 |
) |
(668 |
) |
(1,571 |
) |
Limited partners’ interest in
net loss |
(40,679 |
) |
(35,744 |
) |
(46,254 |
) |
(87,261 |
) |
(205,026 |
) |
Limited partner's interest in
net loss per |
|
|
|
|
|
common unit |
|
|
|
|
|
- basic |
(0.10 |
) |
(0.09 |
) |
(0.11 |
) |
(0.21 |
) |
(0.50 |
) |
- diluted |
(0.10 |
) |
(0.09 |
) |
(0.11 |
) |
(0.21 |
) |
(0.50 |
) |
Weighted-average number of
common units: |
|
|
|
|
|
- basic |
410,801,717 |
|
410,595,551 |
|
410,314,977 |
|
410,717,223 |
|
410,243,129 |
|
- diluted |
410,801,717 |
|
410,595,551 |
|
410,314,977 |
|
410,717,223 |
|
410,243,129 |
|
Total number of common units
outstanding |
|
|
|
|
|
at end of period |
411,188,338 |
|
410,707,764 |
|
410,314,977 |
|
411,188,338 |
|
410,314,977 |
|
Teekay Offshore Partners
L.P.Consolidated Balance Sheets
|
As at |
As at |
As at |
|
September 30, 2019 |
June 30, 2019 |
December 31, 2018 |
(in thousands of U.S. Dollars) |
(unaudited) |
(unaudited) |
(unaudited) |
ASSETS |
|
|
|
Current |
|
|
|
Cash and cash equivalents |
270,827 |
201,567 |
225,040 |
Restricted cash |
17,961 |
8,963 |
8,540 |
Accounts receivable |
168,593 |
169,137 |
141,903 |
Vessels held for sale |
19,756 |
13,756 |
12,528 |
Prepaid expenses |
28,136 |
29,277 |
32,199 |
Due from related parties |
— |
— |
58,885 |
Other current assets |
5,830 |
6,272 |
11,879 |
Total current assets |
511,103 |
428,972 |
490,974 |
|
|
|
|
Vessels and equipment |
|
|
|
At cost, less accumulated depreciation |
3,929,521 |
4,010,862 |
4,196,909 |
Advances on newbuilding
contracts |
220,186 |
184,987 |
73,713 |
Investment in equity accounted
joint ventures |
212,589 |
215,304 |
212,202 |
Deferred tax asset |
2,146 |
7,295 |
9,168 |
Due from related parties |
— |
— |
949 |
Other assets |
205,775 |
207,796 |
198,992 |
Goodwill |
129,145 |
129,145 |
129,145 |
Total assets |
5,210,465 |
5,184,361 |
5,312,052 |
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
Current |
|
|
|
Accounts payable |
105,377 |
55,544 |
16,423 |
Accrued liabilities |
111,861 |
138,204 |
129,896 |
Deferred revenues |
57,735 |
61,721 |
55,750 |
Due to related parties |
— |
50,000 |
183,795 |
Current portion of derivative
instruments |
18,061 |
21,693 |
23,290 |
Current portion of long-term
debt |
358,781 |
487,018 |
554,336 |
Other current liabilities |
4,198 |
5,344 |
15,062 |
Total current liabilities |
656,013 |
819,524 |
978,552 |
|
|
|
|
Long-term debt |
2,704,685 |
2,589,431 |
2,543,406 |
Derivative instruments |
168,965 |
152,143 |
94,354 |
Due to related parties |
125,000 |
— |
— |
Other long-term
liabilities |
188,147 |
211,449 |
236,616 |
Total liabilities |
3,842,810 |
3,772,547 |
3,852,928 |
|
|
|
|
Equity |
|
|
|
Limited partners - common
units |
796,815 |
837,405 |
883,090 |
Limited partners - preferred
units |
384,274 |
384,274 |
384,274 |
General Partner |
14,385 |
14,696 |
15,055 |
Warrants |
132,225 |
132,225 |
132,225 |
Accumulated other
comprehensive income |
6,504 |
6,892 |
7,361 |
Non-controlling interests |
33,452 |
36,322 |
37,119 |
Total equity |
1,367,655 |
1,411,814 |
1,459,124 |
Total liabilities and total equity |
5,210,465 |
5,184,361 |
5,312,052 |
Teekay Offshore Partners
L.P.Consolidated Statements of Cash
Flows
|
Nine Months Ended |
|
September 30, 2019 |
September 30, 2018 |
(in thousands of U.S. Dollars) |
(unaudited) |
(unaudited) |
Cash, cash equivalents and
restricted cash provided by (used for) |
|
|
OPERATING ACTIVITIES |
|
|
Net loss |
(65,346 |
) |
(191,787 |
) |
Adjustments to reconcile net
loss to net operating cash flow: |
|
|
Unrealized loss (gain) on derivative instruments |
76,926 |
|
(88,761 |
) |
Equity income, net of dividends received of $13,328 (2018 -
$4,700) |
6,669 |
|
(29,521 |
) |
Depreciation and amortization |
264,468 |
|
281,267 |
|
(Gain) on sale and write-down of vessels |
(10,258 |
) |
206,941 |
|
Deferred income tax expense |
7,524 |
|
15,888 |
|
Amortization of in-process revenue contract |
(15,062 |
) |
(13,900 |
) |
Expenditures for dry docking |
(15,080 |
) |
(18,290 |
) |
Other |
(49,775 |
) |
54,993 |
|
Change in non-cash working
capital items related to operating activities |
46,175 |
|
(85,168 |
) |
Net operating cash flow |
246,241 |
|
131,662 |
|
FINANCING ACTIVITIES |
|
|
Proceeds from long-term
debt |
286,495 |
|
714,520 |
|
Scheduled repayments of
long-term debt and settlement of related swaps |
(321,381 |
) |
(452,070 |
) |
Prepayments of long-term debt
and settlement of related swaps |
— |
|
(457,426 |
) |
Financing issuance costs |
(16,882 |
) |
(13,488 |
) |
Proceeds from financing
related to sales and leaseback of vessels |
11,900 |
|
— |
|
Proceeds from issuance of
preferred units |
— |
|
120,000 |
|
Expenses relating to equity
offerings |
— |
|
(3,997 |
) |
Proceeds from credit facility
due to related parties |
75,000 |
|
125,000 |
|
Prepayments of credit facility
due to related parties |
(75,000 |
) |
— |
|
Cash distributions paid by the
Partnership |
(24,113 |
) |
(34,502 |
) |
Cash distributions paid by
subsidiaries to non-controlling interests |
(3,635 |
) |
(5,437 |
) |
Cash contributions paid from
non-controlling interests to subsidiaries |
1,500 |
|
1,498 |
|
Other |
(615 |
) |
(963 |
) |
Net financing cash flow |
(66,731 |
) |
(6,865 |
) |
INVESTING ACTIVITIES |
|
|
Net payments for vessels and
equipment, including advances on newbuilding |
|
|
contracts and conversion costs |
(150,219 |
) |
(212,683 |
) |
Proceeds from sale of vessels
and equipment |
33,341 |
|
19,210 |
|
Investment in equity accounted
joint ventures |
(7,424 |
) |
(1,700 |
) |
Direct financing lease
payments received |
— |
|
4,589 |
|
Acquisition of companies from
Teekay Corporation (net of cash acquired of $26.6 |
— |
|
25,254 |
|
million) |
Net investing cash flow |
(124,302 |
) |
(165,330 |
) |
Increase (decrease) in cash, cash equivalents and restricted
cash |
55,208 |
|
(40,533 |
) |
Cash, cash equivalents and
restricted cash, beginning of the period |
233,580 |
|
250,294 |
|
Cash, cash equivalents and restricted cash, end of the
period |
288,788 |
|
209,761 |
|
Definitions and Non-GAAP Financial Measures
This release includes various financial measures
that are non-GAAP financial measures as defined under the rules of
the U.S. Securities and Exchange Commission (SEC). These non-GAAP
financial measures, including Consolidated Adjusted EBITDA,
Adjusted EBITDA and Adjusted Net Income, are intended to provide
additional information and should not be considered substitutes for
measures of performance prepared in accordance with GAAP. In
addition, these measures do not have standardized meanings, and may
not be comparable to similar measures presented by other companies.
These non-GAAP measures are used by management, and the Partnership
believes that these supplementary metrics assist investors and
other users of its financial reports in comparing financial and
operating performance of the Partnership across reporting periods
and with other companies.
Non-GAAP Financial Measures
Consolidated Adjusted EBITDA represents net loss
before interest, taxes, and depreciation and amortization and is
adjusted to exclude certain items whose timing or amount cannot be
reasonably estimated in advance or that are not considered
representative of core operating performance. Such adjustments
include vessel write-downs, gains or losses on the sale of vessels,
unrealized gains or losses on derivative instruments, foreign
exchange gains or losses, losses on debt repurchases, and certain
other income or expenses. Consolidated Adjusted EBITDA also
excludes realized gains or losses on interest rate swaps as
management, in assessing the Partnership's performance, views these
gains or losses as an element of interest expense, and realized
gains or losses on derivative instruments resulting from amendments
or terminations of the underlying instruments. Consolidated
Adjusted EBITDA also excludes equity income as the Partnership does
not control its equity-accounted investments, and as a result, the
Partnership does not have the unilateral ability to determine
whether the cash generated by its equity-accounted investments is
retained within the entity in which the Partnership holds the
equity-accounted investment or distributed to the Partnership and
other owners. In addition, the Partnership does not control the
timing of any such distributions to the Partnership and other
owners.
Adjusted EBITDA represents Consolidated Adjusted
EBITDA further adjusted to include the Partnership's proportionate
share of consolidated adjusted EBITDA from its equity-accounted
joint ventures and to exclude the non-controlling interests'
proportionate share of the consolidated adjusted EBITDA from the
Partnership's consolidated joint ventures. Readers are cautioned
when using Adjusted EBITDA as a liquidity measure as the amount
contributed from Adjusted EBITDA from the equity-accounted
investments may not be available or distributed to the Partnership
in the periods such Adjusted EBITDA is generated by the
equity-accounted investments. Please refer to Appendices A and C of
this release for reconciliations of Adjusted EBITDA to net loss and
equity income, respectively, the most directly comparable GAAP
measures reflected in the Partnership’s consolidated financial
statements.
Adjusted Net Income represents net loss adjusted
to exclude the impact of certain items whose timing or amount
cannot be reasonably estimated in advance or that are not
considered representative of core operating performance consistent
with the calculation of Adjusted EBITDA. Adjusted Net Income
includes realized gains or losses on interest rate swaps as an
element of interest expense and excludes income tax expenses or
recoveries from changes in valuation allowance or uncertain tax
provisions. Please refer to Appendix B of this release for a
reconciliation of this non-GAAP financial measure to net loss, the
most directly comparable GAAP measure reflected in the
Partnership’s consolidated financial statements.
Teekay Offshore Partners L.P.Appendix A
- Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA
|
|
|
Three Months Ended |
Nine Months Ended |
|
|
|
September 30, |
September 30, |
|
|
|
2019 |
2018 |
2019 |
2018 |
(in thousands of U.S. Dollars) |
|
(unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
Net
loss |
(34,769 |
) |
(39,355 |
) |
(65,346 |
) |
(191,787 |
) |
|
Depreciation and amortization |
86,336 |
|
91,523 |
|
264,468 |
|
281,267 |
|
|
Interest expense,
net of interest income |
51,991 |
|
53,745 |
|
153,525 |
|
143,588 |
|
|
Income tax expense |
6,316 |
|
12,137 |
|
11,763 |
|
18,775 |
|
EBITDA |
109,874 |
|
118,050 |
|
364,410 |
|
251,843 |
|
Add (subtract) specific income statement items
affecting EBITDA: |
|
|
|
|
|
Write-down and (gain) on sale of vessels |
1,498 |
|
(350 |
) |
(10,258 |
) |
206,941 |
|
|
Realized and
unrealized loss (gain) on derivative instruments |
27,600 |
|
(9,381 |
) |
99,829 |
|
(53,273 |
) |
|
Equity income |
(3,385 |
) |
(11,877 |
) |
(6,659 |
) |
(34,221 |
) |
|
Foreign currency
exchange loss |
5,387 |
|
266 |
|
4,166 |
|
6,069 |
|
|
Losses on debt
repurchases |
— |
|
55,479 |
|
— |
|
55,479 |
|
|
Other expense -
net |
101 |
|
699 |
|
2,095 |
|
4,562 |
|
|
Realized (loss)
gain on foreign currency forward contracts |
(1,242 |
) |
(747 |
) |
(3,559 |
) |
243 |
|
Total
adjustments |
29,959 |
|
34,089 |
|
85,614 |
|
185,800 |
|
Consolidated Adjusted EBITDA |
139,833 |
|
152,139 |
|
450,024 |
|
437,643 |
|
|
Add: Adjusted
EBITDA from equity-accounted vessels (See Appendix C) |
20,236 |
|
22,882 |
|
63,651 |
|
67,367 |
|
|
Less: Adjusted
EBITDA attributable to non-controlling interests (1) |
(2,409 |
) |
(2,693 |
) |
(8,924 |
) |
(12,037 |
) |
Adjusted EBITDA |
157,660 |
|
172,328 |
|
504,751 |
|
492,973 |
|
- Adjusted EBITDA attributable to non-controlling interests is
summarized in the table below.
|
Three Months Ended |
Nine Months Ended |
|
September 30, |
September 30, |
|
2019 |
2018 |
2019 |
2018 |
(in thousands of U.S. Dollars) |
(unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
Net loss
attributable to non-controlling interests |
(1,817 |
) |
(785 |
) |
(1,531 |
) |
(8,637 |
) |
|
Depreciation and amortization |
3,086 |
|
3,141 |
|
8,519 |
|
11,809 |
|
|
Interest expense,
net of interest income |
369 |
|
520 |
|
1,162 |
|
1,625 |
|
EBITDA
attributable to non-controlling interests |
1,638 |
|
2,876 |
|
8,150 |
|
4,797 |
|
Add (subtract) specific income statement items
affecting EBITDA: |
|
|
|
|
|
Write-down and
(gain) on sale of vessels |
746 |
|
(175 |
) |
746 |
|
7,211 |
|
|
Foreign currency
exchange loss (gain) |
25 |
|
(8 |
) |
28 |
|
29 |
|
Total
adjustments |
771 |
|
(183 |
) |
774 |
|
7,240 |
|
Adjusted EBITDA attributable to non-controlling
interests |
2,409 |
|
2,693 |
|
8,924 |
|
12,037 |
|
Teekay Offshore Partners L.P.Appendix B
- Reconciliation of Non-GAAP Financial Measures
Adjusted Net Income
|
|
|
Three Months Ended |
Nine Months Ended |
|
|
|
September 30, |
September 30, |
|
|
|
2019 |
2018 |
2019 |
2018 |
(in thousands of U.S. Dollars, except per unit
data) |
(unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
Net loss |
(34,769 |
) |
(39,355 |
) |
(65,346 |
) |
(191,787 |
) |
Adjustments: |
|
|
|
|
|
Net loss attributable to non-controlling interests |
(1,817 |
) |
(785 |
) |
(1,531 |
) |
(8,637 |
) |
Net loss attributable to the partners and preferred
unitholders |
(32,952 |
) |
(38,570 |
) |
(63,815 |
) |
(183,150 |
) |
Add
(subtract) specific items affecting net loss: |
|
|
|
|
|
Write-down and
(gain) on sale of vessels |
1,498 |
|
(350 |
) |
(10,258 |
) |
206,941 |
|
|
Unrealized loss
(gain) on derivative instruments |
13,458 |
|
(20,877 |
) |
76,926 |
|
(86,766 |
) |
|
Realized loss on
interest rate swap amendments |
9,000 |
|
6,250 |
|
9,000 |
|
16,250 |
|
|
Foreign currency
exchange loss (1) |
5,387 |
|
266 |
|
3,730 |
|
3,331 |
|
|
Losses on debt
repurchases |
— |
|
55,479 |
|
— |
|
55,479 |
|
|
Other expense -
net |
101 |
|
699 |
|
2,095 |
|
4,562 |
|
|
Deferred income
tax expense relating to Norwegian tax structure |
5,069 |
|
10,694 |
|
7,026 |
|
16,103 |
|
|
Other adjustments
(2) |
— |
|
1,191 |
|
— |
|
2,164 |
|
|
Adjustments
related to equity-accounted vessels (3) |
3,869 |
|
(3,405 |
) |
14,970 |
|
(8,550 |
) |
|
Adjustments
related to non-controlling interests (4) |
(771 |
) |
183 |
|
(774 |
) |
(7,240 |
) |
Total
adjustments |
37,611 |
|
50,130 |
|
102,715 |
|
202,274 |
|
Adjusted net income attributable to the partners and
preferred |
4,659 |
|
11,560 |
|
38,900 |
|
19,124 |
|
|
unitholders |
|
|
|
|
|
|
Preferred
unitholders' interest in adjusted net income |
8,038 |
|
8,038 |
|
24,114 |
|
23,447 |
|
General Partner's
interest in adjusted net income |
(26 |
) |
27 |
|
112 |
|
(33 |
) |
Limited partners'
interest in adjusted net income |
(3,353 |
) |
3,495 |
|
14,674 |
|
(4,290 |
) |
Limited partners'
interest in adjusted net income per common unit, basic |
(0.01 |
) |
0.01 |
|
0.04 |
|
(0.01 |
) |
Weighted-average number of common units outstanding, basic |
410,801,717 |
|
410,314,977 |
|
410,717,223 |
|
410,243,129 |
|
- Foreign currency exchange loss primarily relates to the
Partnership's revaluation of all foreign currency-denominated
assets and liabilities based on the prevailing exchange rate at the
end of each reporting period and unrealized gain or loss related to
the Partnership's cross-currency swaps related to the Partnership's
Norwegian Krone (NOK) bonds, and excludes the realized gain or loss
relating to the Partnership's cross-currency swaps and NOK
bonds.
- Other adjustments primarily reflects voyage expenses, vessel
operating expense, depreciation and amortization expense and
general and administrative expenses relating to vessels undergoing
upgrades or newbuilding vessels prior to the commencement of their
respective charter contracts.
- Reflects the Partnership's proportionate share of specific
items affecting the net income of the Cidade de Itajai FPSO unit
and Pioneiro de Libra FPSO unit equity-accounted joint ventures,
including the unrealized gain or loss on derivative instruments and
the foreign exchange gain or loss.
- Items affecting net loss include amounts attributable to the
Partnership’s consolidated non-wholly-owned subsidiaries. Each item
affecting net loss is 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 adjustments
relate to the gain on sale or write-down of vessels and foreign
currency exchange gain or loss within the Partnership's
consolidated non-wholly-owned subsidiaries.
Teekay Offshore Partners L.P.Appendix C
- Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA From Equity-Accounted Vessels
|
|
Three Months Ended |
Three Months Ended |
|
|
September 30, 2019 |
September 30, 2018 |
(in thousands of U.S. Dollars) |
(unaudited) |
(unaudited) |
|
|
At 100% |
Partnership's 50% |
At 100% |
Partnership's 50% |
Revenues |
59,587 |
|
29,794 |
|
63,188 |
|
31,594 |
|
Vessel and other operating expenses |
(19,115 |
) |
(9,558 |
) |
(17,423 |
) |
(8,712 |
) |
Depreciation and amortization |
(15,938 |
) |
(7,968 |
) |
(15,807 |
) |
(7,904 |
) |
Operating
income of equity-accounted vessels |
24,534 |
|
12,268 |
|
29,958 |
|
14,978 |
|
Net interest expense |
(9,945 |
) |
(4,973 |
) |
(12,357 |
) |
(6,179 |
) |
Realized and unrealized (loss) gain on derivative
instruments(1) |
(7,138 |
) |
(3,569 |
) |
4,553 |
|
2,277 |
|
Foreign currency exchange (loss) gain |
(720 |
) |
(360 |
) |
1,965 |
|
983 |
|
Total other
items |
(17,803 |
) |
(8,902 |
) |
(5,839 |
) |
(2,919 |
) |
Net income / equity income of equity-accounted
vessels |
6,731 |
|
3,366 |
|
24,119 |
|
12,059 |
|
|
before income tax recovery
(expense) |
Income tax recovery (expense) |
37 |
|
19 |
|
(363 |
) |
(182 |
) |
Net
income / equity income of equity-accounted vessels |
6,768 |
|
3,385 |
|
23,756 |
|
11,877 |
|
|
Depreciation and amortization |
15,938 |
|
7,968 |
|
15,807 |
|
7,904 |
|
|
Net interest expense |
9,945 |
|
4,973 |
|
12,357 |
|
6,179 |
|
|
Income tax (recovery)
expense |
(37 |
) |
(19 |
) |
363 |
|
182 |
|
EBITDA |
32,614 |
|
16,307 |
|
52,283 |
|
26,142 |
|
Add (subtract) specific items affecting
EBITDA: |
|
|
|
|
|
Realized and unrealized loss
(gain) on derivative instruments(1) |
7,138 |
|
3,569 |
|
(4,553 |
) |
(2,277 |
) |
|
Foreign currency exchange loss
(gain) |
720 |
|
360 |
|
(1,965 |
) |
(983 |
) |
Adjusted EBITDA from equity-accounted vessels |
40,472 |
|
20,236 |
|
45,765 |
|
22,882 |
|
- Realized and unrealized (loss) gain on derivative instruments
includes an unrealized loss of $7.0 million ($3.5 million at the
Partnership’s 50% share) for the three months ended September 30,
2019 related to interest rate swaps for the Cidade de Itajai and
Pioneiro de Libra FPSO units and an unrealized gain of $4.8 million
($2.4 million at the Partnership’s 50% share) for the three months
ended September 30, 2018 related to interest rate swaps for the
Cidade de Itajai and Pioneiro de Libra FPSO units.
|
|
Nine Months Ended |
Nine Months Ended |
|
|
September 30, 2019 |
September 30, 2018 |
(in thousands of U.S. Dollars) |
(unaudited) |
(unaudited) |
|
|
At 100% |
Partnership's 50% |
At 100% |
Partnership's 50% |
Revenues |
177,031 |
|
88,516 |
|
184,639 |
|
92,320 |
|
Vessel and other operating expenses |
(49,729 |
) |
(24,865 |
) |
(49,905 |
) |
(24,953 |
) |
Depreciation and amortization |
(49,396 |
) |
(24,698 |
) |
(45,992 |
) |
(22,996 |
) |
Operating
income of equity-accounted vessels |
77,906 |
|
38,953 |
|
88,742 |
|
44,371 |
|
Net interest expense (1) |
(32,629 |
) |
(16,315 |
) |
(25,725 |
) |
(12,863 |
) |
Realized and unrealized (loss) gain on derivative
instruments(2) |
(31,360 |
) |
(15,680 |
) |
6,278 |
|
3,139 |
|
Foreign currency exchange (loss) gain |
(396 |
) |
(198 |
) |
322 |
|
161 |
|
Total other
items |
(64,385 |
) |
(32,193 |
) |
(19,125 |
) |
(9,563 |
) |
Net income / equity income of equity-accounted
vessels |
13,521 |
|
6,760 |
|
69,617 |
|
34,808 |
|
|
before income tax expense |
Income tax expense |
(201 |
) |
(101 |
) |
(1,174 |
) |
(587 |
) |
Net
income / equity income of equity-accounted vessels |
13,320 |
|
6,659 |
|
68,443 |
|
34,221 |
|
|
Depreciation and amortization |
49,396 |
|
24,698 |
|
45,992 |
|
22,996 |
|
|
Net interest expense(1) |
32,629 |
|
16,315 |
|
25,725 |
|
12,863 |
|
|
Income tax expense |
201 |
|
101 |
|
1,174 |
|
587 |
|
EBITDA |
95,546 |
|
47,773 |
|
141,334 |
|
70,667 |
|
Add (subtract) specific items affecting
EBITDA: |
|
|
|
|
|
Realized and unrealized loss
(gain) on derivative instruments(2) |
31,360 |
|
15,680 |
|
(6,278 |
) |
(3,139 |
) |
|
Foreign currency exchange loss
(gain) |
396 |
|
198 |
|
(322 |
) |
(161 |
) |
Adjusted EBITDA from equity-accounted vessels |
127,302 |
|
63,651 |
|
134,734 |
|
67,367 |
|
- Net interest expense for the nine months ended September 30,
2018 includes an unrealized gain of $9.7 million ($4.9 million at
the Partnership's 50% share) related to interest rate swaps
designated and qualifying as cash flow hedges for the Pioneiro de
Libra FPSO unit.
- Realized and unrealized (loss) gain on derivative instruments
includes an unrealized loss of $29.6 million ($14.8 million at the
Partnership’s 50% share) for the nine months ended September 30,
2019 related to interest rate swaps for the Cidade de Itajai and
Pioneiro de Libra FPSO units and an unrealized gain of $7.0 million
($3.5 million at the Partnership’s 50% share) for the nine months
ended September 30, 2018 related to interest rate swaps for the
Cidade de Itajai FPSO unit.
Grafico Azioni Teekay Offshore Partners (NYSE:TOO)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Teekay Offshore Partners (NYSE:TOO)
Storico
Da Set 2023 a Set 2024