Altera Infrastructure Reports Second Quarter 2020 Results

· *Revenues of $304 million and a net loss of $16 million, or $0.06 per common unit, in the second quarter of 2020*
· *Net loss of $16 million impacted by $15 million of realized and unrealized loss on derivatives and an impairment charge of $11 million relating mainly to the Dampier Spirit FSO*
· *Adjusted EBITDA^(1) of $143 million in the second quarter of 2020*
· *Adjusted net loss attributable to the partners and preferred unitholders^(1) of $18 million (excluding items listed in Appendix B to this release)*
· *Signed a 5-year CoA contract for shuttle tanker operations on the Kraken field in the UK North Sea*

· *Extended the Knarr FPSO financing to June 2023*

PEMBROKE, Bermuda, Aug. 06, 2020 (GLOBE NEWSWIRE) -- Altera Infrastructure GP LLC (Altera GP), the general partner of Altera Infrastructure L.P. (Altera or the Partnership), today reported the Partnership’s results for the quarter ended June 30, 2020.

Consolidated Financial Summary
  *Three Months Ended*   *June 30,* *March 31,* *June 30,*
*(in thousands of U.S. Dollars, except per unit data)* *2020* *2020 ^(2)* *2019^(2)*
*(unaudited)* *(unaudited)* *(unaudited)*        
*GAAP FINANCIAL RESULTS*      
Revenues 304,463   312,401   319,774  
Net loss (16,162 ) (253,816 ) (27,979 )
Limited partners' interest in net loss per common unit - basic (0.06 ) (0.61 ) (0.09 )      
*NON-GAAP FINANCIAL RESULTS:*      
Adjusted EBITDA ^(1) 142,707   153,795   158,941  
Adjusted net (loss) income attributable to the partners and preferred unitholders ^(1) (17,867 ) 9,517   4,735  
Limited partners' interest in adjusted net income (loss) per common unit ^(1) 0.00   0.00   (0.01 )            

(1) These are non-GAAP financial measures. Please refer to "Definitions and Non-GAAP Financial Measures" and the Appendices to this release for definitions of these terms and reconciliations of these non-GAAP financial measures as used in this release to the most directly comparable financial measures under United States generally accepted accounting principles (GAAP).
(2) Please refer to Appendices to the release announcing the first quarter results of 2020 and the second quarter results of 2019 attached as Exhibit 1 to the Forms 6-K filed with the Securities and Exchange Commission on May 6, 2020 and April 30, 2019, respectively, for reconciliations of these non-GAAP measures to the most directly comparable financial measures under GAAP.

*Second Quarter of 2020 Compared to Second Quarter of 2019*

Revenues were $304 million in the second quarter of 2020, a decrease of $16 million compared to $320 million in the same quarter of the prior year. This was primarily due to a $13 million decrease related to the termination of the Varg FPSO contract during the second quarter of 2019, a $10 million decrease due to lower utilization in the towage fleet, a $7 million decrease primarily due to an expected earlier end of contract for the Dampier Spirit FSO, a $4 million decrease from one shuttle tanker deemed off-hire by the customer during the quarter and a $4 million decrease due to temporarily lower uptime on the Petrojarl I FPSO. These unfavorable impacts were partly offset by increased revenue for the Foinaven FPSO of $18 million reflecting the first full quarter of operations under the new BP contract.

Net loss in the second quarter of 2020 was $16 million, compared to a net loss of $28 million in the same quarter of the prior year. The decrease in loss of $12 million was mainly due to a $25 million decrease in losses on derivatives, a $12 million decrease in depreciation and a $4 million decrease in net interest expense. These favorable variances were partly offset by increased write-downs and lower gain on sales with an impact of $24 million and the $16 million decrease in Adjusted EBITDA described below.

Non-GAAP Adjusted EBITDA was $143 million in the second quarter of 2020, a decrease of $16 million compared to $159 million in the same quarter of the prior year. The decrease is primarily related to an expected earlier end of contract for the Dampier FSO with a negative impact of $11 million and a $4 million decrease due to temporarily lower uptime and lower oil price tariff revenues on the Petrojarl I FPSO.

Non-GAAP Adjusted Net Loss was $18 million in the second quarter of 2020, representing a decrease of $23 million compared to Non-GAAP Adjusted Net Gain of $5 million in the same quarter of the prior year. This was mainly due to a $22 million increase in realized losses on interest rate swaps and a decrease in Non-GAAP Adjusted EBITDA of $16 million as described above, partly offset by a $12 million decrease in depreciation.

*Second Quarter of 2020 Compared to First Quarter of 2020*

Revenues were $304 million in the second quarter of 2020, a decrease of $8 million compared to $312 million in first quarter of 2020. This was mainly due to a $12 million decrease in revenue from the shuttle tanker segment reflecting strong utilization in the first quarter and one shuttle tanker deemed off-hire by the customer in the second quarter, a $7 million decrease due to an expected earlier end of contract for the Dampier Spirit FSO, a $6 million decrease due to temporarily lower uptime for the Petrojarl I FPSO and a $4 million decrease due to lower utilization of the towage fleet. The unfavorable variances are partly offset by increased revenue for the Foinaven FPSO of $18 million reflecting a full quarter of operations under the BP contract.

Net loss was $16 million in the second quarter of 2020, a decrease of $237 million, compared to the prior quarter, mainly due to a net decrease of $144 million in write-down and gain on sale of vessels and a $96 million decrease in unrealized fair value losses relating to derivative instruments.

Non-GAAP Adjusted EBITDA was $143 million in the second quarter of 2020, a decrease of $11 million compared to  the prior quarter, mainly due to the expected earlier end of contract for the Dampier Spirit FSO.

Non-GAAP Adjusted Net Loss was $18 million in the second quarter of 2020, a decrease of $27 million compared to the prior quarter, mainly due to $20 million of increased realized losses on interest rate swaps and the $11 million decrease in Non-GAAP Adjusted EBITDA described above, partly offset by $2 million in lower depreciation.

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.

*Summary of Recent Events*

*Contracts*

*Trion Pre-FEED*

In June 2020, the Partnership entered into an agreement with BHP to undertake a paid competitive concept study for a newbuild FSO for the Trion field in the Mexican Gulf. The FEED is expected to be awarded around the first quarter of 2021. First oil for the Trion field is expected around 2025.

*Randgrid FSO contract extension*

In June 2020, Equinor ASA (or Equinor) exercised the first of twelve one-year options to extend the time-charter contract for the Randgrid FSO one year until at least October 2021.

*Kraken Field CoA Contract*

In June 2020, EnQuest PLC awarded the Partnership a 5-year contract of affreightment (CoA) for the Kraken field in the UK North Sea. The vessel requirement is equivalent to half a shuttle tanker.

*Dorado Pre-FEED*

In May 2020, the Partnership entered into a partly paid, competitive pre-FEED with Santos for an FPSO for the Dorado field.

*Rosebank Pre-FEED*

In April 2020, the Partnership entered into a partly paid agreement with Equinor to undertake a concept study for the potential redeployment of the Petrojarl Knarr FPSO on the Rosebank field, West of Shetlands, UK. The study is expected to be completed in August 2020.

*Navion Stavanger contract extension*

In April 2020, the Partnership entered into an amendment with Petróleo Brasileiro S.A. to extend the bareboat charter contract for the shuttle tanker Navion Stavanger by 18 months, until late-2021.

*Navion Anglia contract*

In April 2020, the Partnership entered into a new four-month time-charter contract with Suncor Energy Inc. for the Navion Anglia shuttle tanker, which charter commenced in May 2020, and pursuant to which the vessel is expected to primarily be used for storage.

*Voyageur Spirit contract*

The Voyageur Spirit FPSO completed its final commercial offloading with Premier Oil at the Huntington UK field at the end of June 2020 and is in the process of being decommissioned.

*Sale of Vessel*

In May 2020, the Partnership sold the HiLoad DP unit for green recycling and recorded a net loss of $1 million on the sale.

*Financings*

In August 2020, the Partnership agreed to amend the existing credit agreement for an unsecured revolving credit facility provided by Brookfield to increase the available amount by $75 million to $200 million and extend the maturity date from October 1, 2020 to October 31, 2024. The amendment, which was approved by the independent Conflicts Committee of our general partner's Board of Directors, is subject to completion of customary documentation, expected to be completed in August 2020.

In June 2020, the Partnership extended the $40 million commercial tranche related to the financing of the Knarr FPSO until June 2023. This extension was a condition for the $390 million ECA tranche not to mature in June 2020. The related interest rate swap portfolio was also extended, until June 2022. In relation to the extensions, certain deposit arrangements and reductions in negative mark-to-market values of the interest rate swaps were agreed with the lenders.

*Delivery of Shuttle Tanker Newbuilding*

In July 2020, the Partnership took delivery of the third LNG-fueled Suezmax DP2 shuttle tanker newbuilding, the Tide Spirit. The vessel is constructed based on the Partnership's E-shuttle design, which incorporates technologies intended to increase fuel efficiency and reduce emissions, using LNG fuel and recovered volatile organic compounds (VOCs) as a secondary fuel, as well as battery packs for flexible power distribution and blackout prevention. The Tide Spirit is expected to commence operations in October 2020.

The shuttle tanker newbuildings delivered in the first quarter, the Aurora Spirit and Rainbow Spirit successfully commenced operations under an existing master agreement with Equinor in the North Sea during April 2020 and May 2020, respectively.

The remaining three E-Shuttle newbuildings are expected to be delivered between August 2020 and January 2021, while the East Coast of Canada newbuilding is expected to deliver early-2022.

*Changes to Board of Directors and Committees*

Effective June 17, 2020, Kenneth Hvid, CEO of Teekay Corporation retired from his position as Director of the Altera GP's Board of Directors and committees.

*COVID-19*

In the second quarter of 2020 the Partnership did not experience any material business interruptions or financial impact as a result of the COVID-19 pandemic. The Partnership continues to focus on the safety of its operations and has proactive measures in place to protect the health and safety of its crews on its vessels as well as at onshore locations. A majority of the Partnership’s revenues are secured under medium term contracts that should not be materially affected by the short-term volatility in oil prices. The operational environment continues to be challenging and the Partnership's results of operation may be adversely affected under a prolonged pandemic. The Partnership is continuing to closely monitor counterparty risk associated with its vessels under contract and has measures in place to mitigate potential impacts on the business.

The extent to which COVID-19 may impact the Partnership’s results of operations and financial condition, including any possible impairments, will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the virus and the actions to contain or treat its impact, among others. Accordingly, an estimate of the future impact cannot be made at this time

*Økokrim Investigation*

In January 2020, Økokrim (the Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime) and the local Stavanger police raided Teekay Shipping Norway AS' premises, based on a search warrant related to suspected violations of pollution and export laws in connection with the export of the Navion Britannia shuttle tanker from the Norwegian Continental Shelf in March 2018 and the sale of the vessel for recycling in Alang, India in June 2018. Having reviewed relevant materials together with its advisors, the Partnership continues to believe it acted in accordance with the relevant rules and regulations and denies the alleged violations.  The Partnership is continuing to cooperate with authorities in respect of this matter. There are no updates on this case in the second quarter of 2020.

*Disputes*

In May 2020, the Partnership was informed that the customer is claiming the shuttle tanker Bossa Nova was off-hire from the end of March 2020 until the vessel was back on rate starting in early July, due to certain specification issues. Contractual discussions relating to the disputed off-hire period of 100 days are ongoing.

In June 2020, the Partnership was informed that the customer is disputing certain invoiced amounts related to the day rates applied for the decommissioning of the Voyageur FPSO. Contractual discussions for the relevant periods are ongoing.

In July 2020, an English court ruled in the Partnership's favor in a contract dispute related to the Voyageur FPSO, and awarded to the Partnership its full claim of $12 million and contractual interest. The ruling may be appealed.

*Liquidity Update*

As of June 30, 2020, the Partnership had total liquidity of $241 million, a decrease of $38 million compared to March 31, 2020. The decrease in total liquidity was primarily due to a deposit made in connection with the refinancing of the Partnership’s term loan on the Knarr FPSO, and scheduled debt amortizations.

The Partnership continues to progress strategic plans to enhance the overall liquidity of the business. The Partnership is focused on managing discretionary spending as well as limiting planned capital expenditures to the committed shuttle tanker newbuilding program and mandatory vessel dry-dockings.

*Operating Results*

The commentary below compares certain results of the Partnership's operating segments (including the non-GAAP measure of Adjusted EBITDA) for the three months ended June 30, 2020 to the same period of the prior year and to the three months ended March 31, 2020,, unless otherwise noted.

*FPSO Segment*
*Three Months Ended* *June 30,* *March 31,* *June 30,* *2020* *2020* *2019*
*(in thousands of U.S. Dollars)* *(unaudited)* *(unaudited)* *(unaudited)*
Revenues 131,440    116,204    127,478   
Adjusted EBITDA 74,150    75,643    72,169               

Adjusted EBITDA (including Adjusted EBITDA from equity-accounted vessels) was generally in line with the same quarter of the prior year.

Adjusted EBITDA decreased by $1 million, compared to the first quarter of 2020, mainly due to lower contribution from the Petrojarl I FPSO reflecting temporary lower uptime.

*Shuttle Tanker Segment*
*Three Months Ended* *June 30,* *March 31,* *June 30,* *2020* *2020* *2019*
*(in thousands of U.S. Dollars)* *(unaudited)* *(unaudited)* *(unaudited)*
Revenues 138,244    150,003    137,050   
Adjusted EBITDA 66,082    62,174    67,688               

Adjusted EBITDA decreased by $2 million, compared to the second quarter of 2019, mainly due to the Bossa Nova dispute, partly offset by contribution from E-shuttle start-ups.

Adjusted EBITDA increased by $4 million, compared to the first quarter of 2020, mainly reflecting contribution from the two newbuilding shuttle tankers that delivered during the second quarter of 2020 and the absence of the pre-operating cost for those vessels, partly offset by lower utilization following the dispute for the Bossa Nova shuttle tanker.

*FSO Segment*
*Three Months Ended* *June 30,* *March 31,* *June 30,* *2020* *2020* *2019*
*(in thousands of U.S. Dollars)* *(unaudited)* *(unaudited)* *(unaudited)*
Revenues 27,747    34,897    34,605   
Adjusted EBITDA 11,353    23,891    22,761               

Adjusted EBITDA decreased by $11 million and $12 million, compared to the second quarter of 2019 and first quarter of 2020, respectively, mainly due an expected earlier end of contract for the Dampier Spirit FSO.

*UMS Segment*
*Three Months Ended* *June 30,* *March 31,* *June 30,* *2020* *2020* *2019*
*(in thousands of U.S. Dollars)* *(unaudited)* *(unaudited)* *(unaudited)*
Revenues 452    447    431   
Adjusted EBITDA (1,341 ) (2,607 ) (1,884 )            

Adjusted EBITDA was in line with second quarter of 2019.

Adjusted EBITDA increased by $1 million compared to first quarter of 2020.

*Towage Segment*
*Three Months Ended* *June 30,* *March 31,* *June 30,* *2020* *2020* *2019*
*(in thousands of U.S. Dollars)* *(unaudited)* *(unaudited)* *(unaudited)*
Revenues 6,580    10,850    16,716   
Adjusted EBITDA (5,724 ) (4,003 ) (426 )            

Adjusted EBITDA decreased by $5 million, compared to the second quarter of 2019, and $1 million compared the first quarter of 2020, mainly due to lower utilization as a result of lower market activity during the COVID-19 pandemic.

*Conventional Tanker Segment*
*Three Months Ended* *June 30,* *March 31,* *June 30,* *2020* *2020* *2019*
*(in thousands of U.S. Dollars)* *(unaudited)* *(unaudited)* *(unaudited)*
Revenues —    —    3,494   
Adjusted EBITDA —    —    (225 )            

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.

*Altera Infrastructure’s Fleet*
The following table summarizes Altera’s fleet as of June 30, 2020. In comparison to the previously-reported fleet table in the release for the first quarter of 2020, Altera's total fleet decreased by one unit due to the sale of the HiLoad DP unit in the second quarter of 2020.
*Number of Vessels* *Owned Vessels* *Chartered-in Vessels* *Committed
Newbuildings* *Total*
FPSO Segment 7    (i) —    —      7   
Shuttle Tanker Segment 24    (ii) 2    5    (iii) 31   
FSO Segment 5      —    —      5   
UMS Segment 1      —    —      1   
Towage Segment 10      —    —      10   
*Total* *47 *     *2 *   *5 *     *54 *  

(i) Includes two FPSO units, the Cidade de Itajai and Pioneiro de Libra, in which Altera’s ownership interest is 50 percent.
(ii) Includes four shuttle tankers in which Altera’s ownership interest is 50 percent.
(iii) Includes five DP2 shuttle tanker newbuildings scheduled for delivery through early-2022, four of which will join Altera's contract of affreightment portfolio in the North Sea and one which will operate under Altera's existing contract off the East Coast of Canada (one of such newbuildings delivered in July 2020).

*Conference Call*

The Partnership plans to host a conference call on Thursday, August 6, 2020 at 09:00 a.m. (ET) to discuss the results for the second quarter of 2020. All interested parties are invited to listen to the live conference call by choosing from the following options:

· By dialing  (conference ID code 3113822)

· Norway +47 800 14947
· United Kingdom +44 800 279 7204
· United States +1 323 794 2094
· Canada +1 800 347 6311

· By accessing the webcast, which will be available on Altera's website at www.alterainfra.com (the archive will remain on the website for a period of one year).

An accompanying Second Quarter 2020 Earnings Presentation will also be available at www.alterainfra.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 of vessel deliveries and the commencement of charter contracts; the completion of concept studies and time of related awards; the effect of COVID-19 on the Partnership's results; and the Partnership's strategic plans relating to liquidity. 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: delays in vessel delivery dates, the commencement of charter contracts or the completion of concept studies; unanticipated market volatility (such as volatility resulting from the recent COVID-19 outbreak); levels of expenses and access to capital; and other factors discussed in the Partnership’s filings from time to time with the SEC, including its Report on Form 20-F for the fiscal year ended December 31, 2019. 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 Altera Infrastructure L.P.*

Altera Infrastructure L.P. is a leading global energy infrastructure services partnership primarily focused on the ownership and operation of critical infrastructure assets in the offshore oil regions of the North Sea, Brazil and the East Coast of Canada. Altera has consolidated assets of approximately $4.8 billion, comprised of 54 vessels, including floating production, storage and offloading (FPSO) units, shuttle tankers (including five 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 Altera’s fleet is employed on medium-term, stable contracts.

Altera's preferred units trade on the New York Stock Exchange under the symbols "ALIN PR A", "ALIN PR B" and "ALIN PR E", respectively.

*For Investor Relations enquiries contact:*

Jan Rune Steinsland, Chief Financial Officer
Email: investor.relations@alterainfra.com
Tel:  +47 97 05 25 33
Website: www.alterainfra.com

Altera Infrastructure L.P.
Summary Consolidated Statements of Loss
  *Three Months Ended* *Six Months Ended*   *June 30,* *March 31,* *June 30,* *June 30,* *June 30,*
*(in thousands of U.S. Dollars, except per unit data)* *2020* *2020* *2019* *2020* *2019*
*(unaudited)* *(unaudited)* *(unaudited)* *(unaudited)* *(unaudited)*            
Revenues 304,463    312,401    319,774    616,864    656,411   
Voyage expenses (27,945 ) (38,770 ) (32,624 ) (66,715 ) (66,690 )
Vessel operating expenses (119,393 ) (105,332 ) (118,718 ) (224,725 ) (219,937 )
Time-charter hire expenses (8,377 ) (12,475 ) (10,619 ) (20,852 ) (23,072 )
Depreciation and amortization (76,228 ) (78,501 ) (88,666 ) (154,729 ) (178,132 )
General and administrative (17,638 ) (19,798 ) (17,212 ) (37,436 ) (34,204 )
(Write-down) and (loss) gain on sale of vessels (12,115 ) (156,292 ) 11,756    (168,407 ) 11,756   
Goodwill Impairment —    (2,032 ) —    (2,032 ) —   
Restructuring charge (4,281 ) (900 ) —    (5,181 ) —   
*Operating income (loss)* 38,486    (101,699 ) 63,691    (63,213 ) 146,132             
Interest expense (46,172 ) (48,469 ) (51,443 ) (94,641 ) (103,857 )
Interest income 43    667    1,253    710    2,323   
Realized and unrealized loss           on derivative instruments (15,194 ) (90,923 ) (40,839 ) (106,117 ) (72,229 )
Equity income (loss) 7,340    (5,144 ) 2,388    2,196    3,274   
Foreign currency exchange (loss) gain (1,044 ) (3,555 ) 1,789    (4,599 ) 1,221   
Other income (expense) - net 145    (328 ) (1,640 ) (183 ) (1,994 )
*Loss before income tax expense* (16,396 ) (249,451 ) (24,801 ) (265,847 ) (25,130 )
Income tax recovery (expense) 234    (4,365 ) (3,178 ) (4,131 ) (5,447 )
*Net loss* *(16,162* *)* *(253,816* *)* *(27,979* *)* *(269,978* *)* *(30,577* *)*          
Non-controlling interests in net loss (610 ) (11,025 ) 1    (11,635 ) 286   
Preferred unitholders' interest in net loss 8,038    8,038    8,038    16,076    16,076   
General partner’s interest in net loss (179 ) (1,903 ) (274 ) (2,082 ) (357 )
Limited partners’ interest in net loss (23,411 ) (248,926 ) (35,744 ) (272,337 ) (46,582 )
Limited partner's interest in net loss per           common unit            - basic (0.06 ) (0.61 ) (0.09 ) (0.66 ) (0.11 )  - diluted (0.06 ) (0.61 ) (0.09 ) (0.66 ) (0.11 )
Weighted-average number of common units:            - basic 411,148,991    411,148,991    410,595,551    411,148,991    410,469,820     - diluted 411,148,991    411,148,991    410,595,551    411,148,991    410,469,820   
Total number of common units outstanding           at end of period 411,148,991    411,148,991    410,707,764    411,148,991    410,707,764   Altera Infrastructure L.P.
Consolidated Balance Sheets
  *As at* *As at* *As at*   *June 30,* *March 31,* *December 31,*   *2020* *2020* *2019*
*(in thousands of U.S. Dollars)* *(unaudited)* *(unaudited)* *(unaudited)*        
*ASSETS*      
*Current*      
Cash and cash equivalents 241,098    203,725    199,388   
Restricted cash 20,789    23,053    17,798   
Accounts receivable 220,586    214,169    204,020   
Vessels held for sale 8,385    5,100    15,374   
Prepaid expenses 26,572    31,455    29,887   
Other current assets 17,335    11,897    7,467   
*Total current assets* 534,765    489,399    473,934           
Restricted cash - long-term 20,000    —    89,070   
Vessels and equipment      
At cost, less accumulated depreciation 3,444,178    3,526,920    3,511,758   
Advances on newbuilding contracts 198,024    170,419    257,017   
Investment in equity-accounted joint ventures 217,971    214,198    234,627   
Deferred tax asset 4,572    4,230    7,000   
Other assets 219,842    237,408    220,716   
Goodwill 127,113    127,113    129,145   
*Total assets* *4,766,465 *   *4,769,687 *   *4,923,267 *          
*LIABILITIES AND EQUITY*      
*Current*      
Accounts payable 65,420    71,894    56,699   
Accrued liabilities 170,049    134,418    140,976   
Deferred revenues 71,529    70,709    53,728   
Due to related parties 125,000    50,000    20,000   
Current portion of derivative instruments 177,999    206,232    18,956   
Current portion of long-term debt 346,173    384,220    353,238   
Other current liabilities 16,084    13,082    14,793   
*Total current liabilities* 972,254    930,555    658,390           
Long-term debt 2,751,705    2,796,117    2,825,712   
Derivative instruments 56,551    38,805    143,222   
Other long-term liabilities 206,032    199,620    223,877   
*Total liabilities* *3,986,542 *   *3,965,097 *   *3,851,201 *          
*Equity*      
Limited partners - common units —    —    505,394   
Limited partners - Class A common units 4,617    4,914    —   
Limited partners - Class B common units 359,253    382,367    —   
Limited partners - preferred units 384,274    384,274    384,274   
General Partner 11,085    11,264    12,164   
Warrants —    —    132,225   
Accumulated other comprehensive income 3,480    3,947    4,410   
Non-controlling interests 17,214    17,824    33,599   
*Total equity* *779,923 *   *804,590 *   *1,072,066 *  
*Total liabilities and total equity* *4,766,465 *   *4,769,687 *   *4,923,267 *  Altera Infrastructure L.P.
Consolidated Statements of Cash Flows
*Six Months Ended* *June 30, 2020* *June 30, 2019*
*(in thousands of U.S. Dollars)* *(unaudited)* *(unaudited)*
Cash, cash equivalents and restricted cash provided by (used for)    
*OPERATING ACTIVITIES*    
Net loss (269,978 ) (30,577 )
Adjustments to reconcile net loss to net operating cash flow:    
Unrealized loss on derivative instruments 71,359    63,468   
Equity income, net of dividends received of $20,534 (2019 - $3,824) 18,339    550   
Depreciation and amortization 154,729    178,132   
Write-down and loss (gain) on sale of vessels 168,407    (11,756 )
Goodwill impairment 2,032    —   
Deferred income tax expense 530    2,351   
Amortization of in-process revenue contract —    (15,062 )
Direct financing lease payments received 1,857    —   
Expenditures for dry docking (3,785 ) (10,593 )
Other 6,646    (19,415 )
Change in non-cash working capital items related to operating activities 8,416    30,148   
*Net operating cash flow * 158,552    187,246   
*FINANCING ACTIVITIES*    
Proceeds from long-term debt 72,015    148,480   
Scheduled repayments of long-term debt and settlement of related swaps (159,869 ) (169,214 )
Financing issuance costs (847 ) (13,208 )
Proceeds from financing related to sales and leaseback of vessels 35,703    —   
Proceeds from credit facility due to related parties 105,000    —   
Prepayments of credit facility due to related parties —    (75,000 )
Cash distributions paid by the Partnership (16,076 ) (16,075 )
Cash distributions paid by subsidiaries to non-controlling interests (4,750 ) (2,583 )
Cash contributions paid from non-controlling interests to subsidiaries —    1,500   
Other —    (864 )
*Net financing cash flow* 31,176    (126,964 )
*INVESTING ACTIVITIES*    
Net payments for vessels and equipment, including advances on newbuilding contracts (233,391 ) (112,849 )
Proceeds from sale of vessels and equipment 15,060    33,341   
Investment in equity accounted joint ventures (2,196 ) (3,824 )
Acquisition of company (net of cash acquired of $6.4 million) 6,430    —   
*Net investing cash flow * (214,097 ) (83,332 )
Decrease in cash, cash equivalents and restricted cash (24,369 ) (23,050 )
Cash, cash equivalents and restricted cash, beginning of the period 306,256    233,580   
*Cash, cash equivalents and restricted cash, end of the period* *281,887 *   *210,530 *  

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 net loss or other 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 the Partnership's 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 expense (net), income tax expense 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 (Loss) 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 (Loss) 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 the 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.

Altera Infrastructure L.P.
Appendix A - Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA
    *Three Months Ended* *Six Months Ended*   *June 30,* *June 30,*     *2020* *2019* *2020* *2019*
*(in thousands of U.S. Dollars)* *(unaudited)* *(unaudited)* *(unaudited)* *(unaudited)*            
*Net loss* *(16,162* *)* *(27,979* *)* *(269,978* *)* *(30,577* *)* Depreciation and amortization 76,228    88,666    154,729    178,132    Interest expense, net of interest income 46,129    50,190    93,931    101,534    Income tax (recovery) expense (234 ) 3,178    4,131    5,447   
EBITDA 105,961    114,055    (17,187 ) 254,536   
Add (subtract) specific income statement items affecting EBITDA:         Write-down and loss (gain) on sale of vessels 12,115    (11,756 ) 168,407    (11,756 ) Goodwill impairment —    —    2,032    —    Realized and unrealized loss on derivative instruments 15,194    40,839    106,117    72,229    Equity income (7,340 ) (2,388 ) (2,196 ) (3,274 ) Foreign currency exchange loss (gain) 1,044    (1,789 ) 4,599    (1,221 ) Other (income) expense - net (145 ) 1,640    183    1,994    Realized loss on foreign currency forward contracts (1,813 ) (1,142 ) (3,116 ) (2,317 )
Total adjustments 19,055    25,404    276,026    55,655   
*Consolidated Adjusted EBITDA* *125,016 *   *139,459 *   *258,839 *   *310,191 *   Add: Adjusted EBITDA from equity-accounted vessels __(See Appendix C) 21,926    22,619    45,690    43,415    Less: Adjusted EBITDA attributable to non-controlling __interests ^(1) (4,235 ) (3,137 ) (8,027 ) (6,515 )
*Adjusted EBITDA* *142,707 *   *158,941 *   *296,502 *   *347,091 *  

(1)    Adjusted EBITDA attributable to non-controlling interests is summarized in the table below.  
                    *Three Months Ended* *Six Months Ended*   *June 30,* *June 30,*     *2020* *2019* *2020* *2019*
*(in thousands of U.S. Dollars)* *(unaudited)* *(unaudited)* *(unaudited)* *(unaudited)*
*Net loss attributable to non-controlling interests* (610 )   1    (11,635 )   286    Depreciation and amortization 1,825      2,749    3,832      5,433    Interest expense, net of interest income 246      381    529      793   
EBITDA attributable to non-controlling interests 1,461      3,131    (7,274 )   6,512   
Add (subtract) specific income statement items affecting __EBITDA:         Write-down and loss on sale of vessels 2,832      —    15,224      —    Foreign currency exchange (gain) loss (58 )   6    77      3   
Total adjustments 2,774      6    15,301      3   
*Adjusted EBITDA attributable to non-controlling **__**interests* *4,235 *     *3,137 *   *8,027 *     *6,515 *  Altera Infrastructure L.P.
Appendix B - Reconciliation of Non-GAAP Financial Measures
Adjusted Net (Loss) Income
    *Three Months Ended* *Six Months Ended*     *June 30,* *June 30,*     *2020* *2019* *2020* *2019*
*(in thousands of U.S. Dollars, except per unit data)* *(unaudited)* *(unaudited)* *(unaudited)* *(unaudited)*
*Net loss* *(16,162* *)* *(27,979* *)* *(269,978* *)* *(30,577* *)*
Adjustments:         Net loss attributable to non-controlling interests (610 ) 1    (11,635 ) 286   
*Net loss attributable to the partners and preferred unitholders* *(15,552* *)* *(27,980* *)* *(258,343* *)* *(30,863* *)*
Add (subtract) specific items affecting net loss:         Write-down and loss (gain) on sale of vessels 12,115    (11,757 ) 168,407    (11,757 ) Unrealized (gain) loss on derivative instruments (12,490 ) 36,225    71,359    63,468    Goodwill impairment —    —    2,032    —    Foreign currency exchange loss (gain) ^(1) 1,044    (1,789 ) 4,599    (1,657 ) Other (income) expense - net (145 ) 1,639    183    1,993    Deferred income tax (1,699 ) 1,523    530    1,957    Adjustments related to equity-accounted vessels ^(2) 1,634    6,868    18,184    11,101    Adjustments related to non-controlling interests ^(3) (2,774 ) 6    (15,301 ) 3   
Total adjustments (2,315 ) 32,715    249,993    65,108   
*Adjusted net (loss) income attributable to the partners and **__**preferred unitholders* *(17,867* *)* *4,735 *   *(8,350* *)* *34,245 *  
Preferred unitholders' interest in adjusted net (loss) income 8,038    8,038    16,076    16,076   
General Partner's interest in adjusted net (loss) income (179 ) (25 ) (2,094 ) 138   
Limited partners' interest in adjusted net (loss) income (25,726 ) (3,278 ) (22,332 ) 18,031   
Limited partners' interest in adjusted net (loss) income per common __unit, basic (0.06 ) (0.01 ) (0.05 ) 0.04   
Weighted-average number of common units outstanding, basic 411,148,991    410,595,551    411,148,991    410,469,820   

(1) 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.
(2) 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.
(3) 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 or loss on sale or write-down of vessels and foreign currency exchange gain or loss within the Partnership's consolidated non-wholly-owned subsidiaries.
           

Altera Infrastructure L.P.
Appendix C - Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA From Equity-Accounted Vessels
  *Three Months Ended* *Three Months Ended*   *June 30, 2020* *June 30, 2019*
*(in thousands of U.S. Dollars)* *(unaudited)* *(unaudited)*   *At 100%* *Partnership's 50%* *At 100%* *Partnership's 50%*
Revenues 57,134    28,567    57,719    28,860   
Vessel and other operating expenses (13,282 ) (6,641 ) (12,481 ) (6,241 )
Depreciation and amortization (17,542 ) (8,771 ) (16,294 ) (8,146 )
Operating income of equity-accounted vessels 26,310    13,155    28,944    14,473   
Net interest expense (6,196 ) (3,098 ) (10,604 ) (5,302 )
Realized and unrealized loss on derivative instruments^(1) (4,199 ) (2,099 ) (13,957 ) (6,979 )
Foreign currency exchange (loss) gain (1,234 ) (617 ) 326    163   
Total other items (11,629 ) (5,814 ) (24,235 ) (12,118 )
Net income / equity income of equity-accounted vessels before 14,681    7,341    4,709    2,355    income tax expense
Income tax (expense) recovery (1 ) (1 ) 66    33   
*Net income / equity income of equity-accounted vessels* *14,680 *   *7,340 *   *4,775 *   *2,388 *   Depreciation and amortization 17,542    8,771    16,294    8,146    Net interest expense 6,196    3,098    10,604    5,302    Income tax expense 1    1    (66 ) (33 )
EBITDA 38,419    19,210    31,607    15,803   
Add (subtract) specific items affecting EBITDA:         Realized and unrealized loss on derivative instruments^(1) 4,199    2,099    13,957    6,979    Foreign currency exchange loss (gain) 1,234    617    (326 ) (163 )
*Adjusted EBITDA from equity-accounted vessels* *43,852 *   *21,926 *   *45,238 *   *22,619 *  

(1) Realized and unrealized loss on derivative instruments includes an unrealized loss of $2,0 million ($1,0 million at the Partnership’s 50% share) for the three months ended June 30, 2020 and an unrealized loss of $14.1 million ($7.0 million at the Partnership’s 50% share) for the three months ended June 30, 2019, related to interest rate swaps for the Cidade de Itajai and Pioneiro de Libra FPSO units.