27
1 Investor Presentation – New York December, 2016

Knot Offshore Partners LP Investor Deck

Embed Size (px)

Citation preview

Page 1: Knot Offshore Partners LP Investor Deck

Investor Presentation – New York December, 2016

Page 2: Knot Offshore Partners LP Investor Deck

2

Notice to Recipients

This presentation is not a prospectus and is not an offer to sell, nor a solicitation of an offer to buy, securities.

Except for the historical information contained herein, the matters discussed in this presentation include forward-looking statements that involve risks and uncertainties. These risks and uncertainties include, among other things, market conditions and other factors that are described in KNOT Offshore Partners LP’s (“KNOP”) filings with the U.S Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at http://www.sec.gov.

Nevertheless, new factors emerge from time to time, and it is not possible for KNOP to predict all of these factors. Further, KNOP cannot assess the impact of each such factor on its business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. KNOP expressly disclaims any intention or obligation to revise or publicly update any forward-looking statements whether as a result of new information, future events or otherwise. The forward-looking statements contained herein are expressly qualified by this cautionary notice to recipients.

Page 3: Knot Offshore Partners LP Investor Deck

3

Company overview

IPO April 2013, owing 4 vessels

Today a fleet of eleven state of the art shuttle tankers

All vessels secured under long term fixed-fee revenue contracts with leading oil majors

Visible growth potential with four dropdown candidates from Knutsen NYK

Annual distribution currently $2.08, yielding 9.4% with share price $22.00

Attractive 1099 structure not K-1

(1) Clarkson Research Spring 2016

Page 4: Knot Offshore Partners LP Investor Deck

4

Investment highlights

Pure-play shuttle tanker

Modern ( average age 4.7 years1) fleet, equipped with latest technology

Long term contract (remaining duration 5.0 years1) with international energy majors

Operational and technical expertise

Solid contract base – Revenue backlog of $ 837 million2

99.7 % utilization of the fleet since IPO

1

Strong Sponsors

Knutsen NYK is a market leading shuttle tanker operator with 29 years of experience

Knutsen NYK is backed by two leading sponsor in the industry, TSSI and NYK

KNOT + KNOP has delivered 40 per cent fleet growth since IPO resulting in KNOP being able to

grow its fleet from four to eleven vessels at the same time maintaining a dowry of four

2

Distribution Growth

Distribution growth of 39% since IPO

Annual distribution of $2.08, yielding 9.4% with share price $22,

Guided cover ratio of ≈1.25 for year 2016

Visible dowry of 4 drop-down vessels with a minimum average fixed contract period of 5.0 years and

12.8 years including charterers extension options1

3

Favorable market fundamentals with high

barriers to entry

Shuttle tankers’s integrated nature in the offshore oil logistics chain creates low threat of substitution

High technical and managerial requirements by customers and regulators creates economies of scale

and scope

Well established operators preferred given technical expertise required and the cost /impact of

downtime

4

Strong Balance sheet

$55.7 million in available liquidity (27.3 million in cash and $35 million available undrawn revolver

credit(2) and good access to debt capital markets through strong banking relationships

62% of total outstanding debt with fixed interest rate

No capex commitments and no debt maturities before Q2-2018

5

(1) As of 31 December, 2016,

(2) As of 31, December, 2016

Page 5: Knot Offshore Partners LP Investor Deck

5

Private Preferred Convertible Equity – Key terms

Amount: USD 50m + up to USD 49m on same terms Tenor: Perpetuity Coupon: 8 per cent fixed p.a. (no step-up) payable quarterly Conversion strike price: $24 (current implied yield of 8.67%)

About 10-15% premium to current unit price

Conversion strike adjustment: adjustment to strike according to deviation distribution paid out vs net income

Basket for pari passu securities limited to 1/3 of equity Purchaser Redemption Right: have right to redeem after 10 years – if redeem

KNOP will have the right to decide how to settle the redemption by either 70% cash settlement of principal amount 80% settlement in kind by new units in KNOP based on the prevailing unit price (30d VWAP)

Issuer redemption right: KNOP will have the right to call the preferred units after year 2 at 130% of par which will be reduced to 100% of par in year 10

Page 6: Knot Offshore Partners LP Investor Deck

6

Stable operational performance results in stable financial performane

Q2 2013 Q3 Q4

Q1 2014 Q2 Q3 Q4

Q1 2015 Q2 Q3 Q4

Q1 2016 Q2 Q3

17.320.5 22.2 21.8 22.1

34.3 34.7 36.2 37 39.342.5 42 43.1 43.6

REVENUE (USD million)

ADJUSTED EBITDA(1) (USD million)

Q2 2013 Q3 Q4

Q1 2014 Q2 Q3 Q4

Q1 2015 Q2 Q3 Q4

Q1 2016 Q2 Q3

100%99.2%99.3%99.4%99.7%

98.9%99.7%99.9%100%99.6%99.9%99.8%99.9%100.0%

UTILIZATION (%)

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

7.29.3 9.8 8.9 8.1

14.7 15.1 16.4 16.2 16.218.1 17.9 18.5

20.3

Q2 2013 Q3 Q4

Q1 2014 Q2 Q3 Q4

Q1 2015 Q2 Q3 Q4

Q1 2016 Q2 Q3

12.715.7 16.8 16.1 16.3

25.7 26.5 28.3 28.832.2 33.8 33.1 34.1 35.1

DCF(1) (USD million)

Average of 99.7 % since IPO 27% CAGR since IPO

34% CAGR since IPO

30% CAGR since IPO

(1) Adjusted EBITDA and distributable cash flow are non-GAAP financial measures used by management and external users of our financial statements. Please see Appendix A for definitions of Adjusted EBITDA and distributable cash flow and a reference to reconciliation to net income, the most directly comparable GAAP financial measure.

Page 7: Knot Offshore Partners LP Investor Deck

7

Raquel Knutsen drop-down

Purchase price(2) USD 116.5 million

Less debt USD 103.5 million

Equity portion USD 13.0 million(2)

Attractive financing: Senior Loan margin of 200bps which is due in second quarter 2025 with a balloon payment of $ 30.5 million

A five year non-amortising seller credit/loan of $ 25 million from the Sponsor with a margin of 450bps

Raquel Knutsen

Built: 2015

Advanced DP 2 Suezmax

Bwt: 150 000

Builder: Cosco

Charterer: Repsol Sinopec Brasil B.V

Contract type: TimeCharter

Contract end date: June 2025

Option period: total 5 years (3+2 year)

Trading area: Brazil

Estimated EBITDA for 2017(1): 13.0 million

Estimated net income for 2017)(1): $6.0

Contract detail

Raquel Knutsen

(1) EBITDA, which represents earnings before interest, taxes and depreciation, is a non-GAAP financial measure used by management and external users of our financial statements. Please see Appendix A for guidance on the underlying assumptions used to derive estimated EBITDA and estimated net income, and a reconciliation of estimated EBITDA to estimated net income the most directly comparable GAAP financial measure. . (2) Subject to post-closing adjustments for working capital, interest rate swaps, certain intercompany balances and $1.1 million of capitalized fees related to financing of the Vessel.

Page 8: Knot Offshore Partners LP Investor Deck

8

Name 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Windsor KnutsenBodil KnutsenFortaleza KnutsenRecife KnutsenCarmen KnutsenHilda KnutsenTorill KnutsenDan CisneDan SabiaIngrid KnutsenRaquel Knutsen

Long-term Contracts Backed by Leading Energy Companies

KNOP fleet has average remaining fixed contract duration of 5.0(2) yearsAdditional 3.0 years on average in Charterers option

(1) KNOT has guaranteed the hire rate to April 2018 (five years from IPO date) (2) Remaining contract life is calculated as of 31/12/2016,

(1)

(1)

Fixed contract Option period

Page 9: Knot Offshore Partners LP Investor Deck

9

Dropdown inventory: Four potential acquisitions(1)

Fixed contract periods for the dropdown fleet are 5.0(2)years on averageCharterers also have the option to extend these charters by 12.8 years on average

(1) The acquisition by KNOP of any dropdown vessels in the future is subject to the approval of the board of directors of each of KNOP and our sponsor. There can be no assurance that any potential dropdowns will occur.

(2) Remaining contract life is calculated as of 31/12/2016.

Fixed contract Option period Yard

Name 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Tordis Knusten Vigdis KnutsenAnna Knutsen Lena Knutsen

Page 10: Knot Offshore Partners LP Investor Deck

10

Dropdown inventory: Four potential acquisitions(1)

Fixed contract periods for the dropdown fleet are 5.0(2)years on averageCharterers also have the option to extend these charters by 12.8 years on average

(1) The acquisition by KNOP of any dropdown vessels in the future is subject to the approval of the board of directors of each of KNOP and our sponsor. There can be no assurance that any potential dropdowns will occur.

(2) Remaining contract life is calculated as of 31/12/2016.

Fixed contract Option period Yard

Name 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Tordis Knusten Vigdis KnutsenAnna Knutsen Lena Knutsen

Page 11: Knot Offshore Partners LP Investor Deck

11

Shuttle Tanker Market Overview

Shuttle Tanker Market Overview

Page 12: Knot Offshore Partners LP Investor Deck

12

A Critical Component of Operator Infrastructure:Shuttle Tankers are substituting pipelines in Deep Sea oil production

Superior, more economical alternative with lower initial investment in certain fields based on:– Distance from infrastructure– Water depth– Seabed terrain

– Field size

– Field life

Destination flexibilityLess capital expendituresLease and services contractsMobility of “pipeline”

Specially designed tankers with sophisticated bow loading and submerged turret loading equipment– Dynamic Positioning (DP) systems enable the

vessel to stay on location in high seas and in harsh environments

– 50% higher investment cost than conventional tankers

Tender-based business drives newbuilds (versus speculative ordering)

Longer-term contracts Stricter standards and specialized crewing

Advantages vs. Pipelines Key Differences vs. Conventional Tankers

Seismic Drilling Subsea Production Storage Transpor

t

Cost for field operator Revenue for field operator

Page 13: Knot Offshore Partners LP Investor Deck

13

Specialized Asset Class Standardized Asset ClassShuttle Tankers Conventional Tankers Dry Bulk Carriers

FunctionTransport from FPSO or

production unit to terminal / refinery

Transports crude and products to and from

terminal / refinery

Specializes in break bulk dry cargoes such as coal

Ordering With contract Predominantly speculative

Predominantly speculative

Typical Trading

Long-term contracts: (5 - 15 years)

Spot contracts, sometimes longer

Spot contracts, sometimes longer

Total Size / Capacity of Global Fleet

9mm Dead Weight Tons 440mm Dead Weight Tons 670mm Dead Weight Tons

LNG

Transports to and from terminal / refinery

With contract / Speculative

Long-term contracts (5 - 25 years)

53mm Cubic Meters

Shuttle Tankers: Niche market where new capacity is based on long term contracts

Sources: Fearnleys and Clarksons February 2016.

Shuttle Tankers are a unique and highly specialized asset class that is integral to the offshore oil infrastructure

72 Vessels

420 Vessels 5,300 Vessels 10,500 Vessels

62 m Cubic Meters 505 m Dead Weight Tons 775m Dead Weight Tons99 m Dead Weight Tons

Page 14: Knot Offshore Partners LP Investor Deck

14

Knutsen NYK – Industry leader

TEEKAY

KNOT+KNOP

VIKEN M

OLAET

TSAKOS

CHERVON

TRANSPETROELK

A

UGLAND

0

5

10

15

20

25

30

35

28 26

5 4 2 2 2 2 1

3 4

1

Shuttle Tanker Fleet - Ownership

Existing On order

Market leading shuttle tanker operator with experience

– 29 years of experience in offshore loading and dynamic positioning operations

Backed by two leading sponsors in the industry

– NYK founded 1885 and biggest shipping company in the world according to Clarkson Platou

– Knutsen Group founded in 1896

Knutsen NYK is the exclusive vehicle for investment in shuttle tankers by its Sponsors

A highly Experienced Operator Knusten NYK is one of two dominating Operators in the Shuttle Tankers Sector

39%38%

Market share

Page 15: Knot Offshore Partners LP Investor Deck

15

One of worlds youngest fleets with the latest technology

• Drop-down inventory would allow KNOP fleet to continue to age gracefully assuming consummation of dropdowns

• All vessels and dropdown equipped with modern dynamic positioning technology, DP2

• Three vessels are winterized, are prepared for Arctic conditions (Bodil Knutsen, Hilda Knutsen and Torill Knutsen)

*2017 KNOP fleet assumes acquisition of include Raquel Knutsen**2018 KNOP fleet assumes acquisition of remaining four drop-downs*** No assurance can be given as to the timing or consummation of any dropdowns

IPO 01.01.2014 01.01.2015 01.01.2016 01.01.2017 01.01.2018

10.8 10.611.5 11.8 11.9 11.9

33.7 3.3

4.14.8 4.5

Shuttle Tanker Fleet Average Age

Rest of fleet ex KNOP KNOP Fleet

Page 16: Knot Offshore Partners LP Investor Deck

16

Oil production from shuttle tanker operated fields

2015 2016 2017 2018 2019 20200200400600800

1000120014001600

910

828

754

686

624

568

192

470

640

730

890

North Sea – output from Shuttle Tanker operated fields

Existing field New fields

2015 2016 2017 2018 2019 20200500

10001500200025003000350040004500

2140

1969

1811

1666

1533

1410

580

1430

1730 25

30Brazil – output from Shuttle Tanker operated

fields

Existing fields New fields

North Sea:

The 9% p.a. depletion rate applied to existing fields is very conservative as the average depletion rate 2000-14 is 6.0% p.a.

All 10 field developments adding about 0.5 mbd output in 2016/17 are moving forward according to schedule.

The Johan Castberg field in the Barents Sea will be developed using a floater and shuttle tankers.

Recent drilling in the Barents Sea has added significantly to reserves and prospects for development.

In the latest licensing round in Norway new acreage was opened up with great success.

The Barents Sea will become the new shuttle tanker frontier in the 2020s.

Brazil: A 9% depletion rate for existing fields is an official Petrobras

figure.

New production greatly impacted by the corruption scandals.

However, sanctioned projects seem to move forward.

The post 2020 Libra development (12-16 shuttle tankers) is moving forward according to plan, limited impact by corruption scandals.

Page 17: Knot Offshore Partners LP Investor Deck

17

Positive news from Brazil

Brazil production is estimated to grow by 7% yearly over the next four years.

Total production split by projects – thousands boe/d• Petrobras sold 66% share in 1 billion-barrel

Carcara to Statoil - making the Norwegian major the first international oil company to acquire operatorship in Brazil’s giant pre-salt fields

• Petrobras announced in May/June:• Oil production operated in the pre-salt exceeded 1

million bpd less than 2 years after reaching production of 0.5 bpd

• The average cost of extraction of the pre-salt wells totalled less than US$8 per barrel of oil equivalent and has been gradually decreasing, and the average time to build a well reached 89 days, a reduction of 71% between 2010 and 2016.

• Reported monthly production in June - 2.7 million boed

Page 18: Knot Offshore Partners LP Investor Deck

18

Tenders have returned

As of today shuttle tanker market extremely tight, without any free capacity

– No speculative newbuildings orders

An active tender for long term contract for two shuttle tanker in the market and the sponsor has been invited

Fearnleys sees a significant demand for new shuttle tankers going forward

– Expects tenders for in excess of 40 vessels up to 2020

– Including attrition demand which represent more than half of the demand

Sources: Fearnleys Consultants February 2016.

Projected Shuttle Tanker Tonnage Balance towards 2020 (All Areas)

Page 19: Knot Offshore Partners LP Investor Deck

19

Have we delivered on expectation?

Distribution:

IPO Guidance:

“10-15 per cent increase in distribution the first three years”

Status 2016:

Distribution growth since IPO is 39 per cent Buyback program of units initiated

Fleet growth:Fleet has grown 175% since IPO.

Drop-down inventory is still four vessels representing growth potential of 275% since IPO

Coverage ratio : “1.1x forecasted distribution coverage ratio”

Currently 1.35x and guided 1.25xWeighted average since IPO 1.2x

Chartering:

In addition to securing seven new drop-down vessels since IPO, we have also entered into new contracts for Windsor and extended Bodil

and Carmen contracts

Page 20: Knot Offshore Partners LP Investor Deck

20

Summary

Another quarter of strong operational and financial performance – 99.7% average utilization since IPO(1)

1

Solid contract base – Revenue backlog of $ 837 million(2)

Modern shuttle tanker fleet, average age 4.7 years vs. industry average of 11.5 years excluding KNOP fleet(3)

Supportive sponsor – provide substantial dropdown growth potential

1

2

3

4

(1) Of the fleet for scheduled operation, adjusted for planned off hire the average utilization rate is 99.5%(2) As of December 31, 2016; Revenue backlog is calculated as the full monthly hire rate multiplied by the number of months remaining on the firm period of the time charter contract, assuming full utilization.(3) As of December 31, 2016,

Page 21: Knot Offshore Partners LP Investor Deck

Appendix

APPENDIX

Page 22: Knot Offshore Partners LP Investor Deck

22

Income Statement

Unaudited, USD in thousands 3Q 2016 2Q 2016 3Q 2015 FY 2015Time charter and bareboat revenues 43,390 42,864 39,281 154,750Other income 197 199 3 274Total revenues 43,587 43,063 39,284 155,024Vessel operating expenses 7,588 7,975 5,936 27,543Depreciation 13,920 13,913 12,420 48,844General and administrative expenses 908 948 1,180 4,290Goodwill impairment charge — — — 6,217Total operating expenses 22,416 22,836 19,536 86,894Operating income 21,171 20,227 19,748 68,130Interest income 6 0 0 8Interest expense (5,129) (5,055) (4,322) (17,451)Realized and unrealized gain (loss) on derivative instruments  3,613 (3,176) (6,470) (9,695)Other financial items(1) (328) (416) (154) (609)Income before income taxes 19,360 11,581 8,802 40,383Income tax benefit (expense) (3) (3) 0 59Net income 19,357 11,578 8,802 40,442

(1) Other financial items consist of other finance expenses and net gain (loss) on foreign currency transactions

100% utilization in Q3 and positive gain on market-to-market valuation of derivatives

Page 23: Knot Offshore Partners LP Investor Deck

23

Adjusted EBITDA

Unaudited, USD in thousands 3Q 2016 2Q 2016 3Q 2015 FY2015

Net income 19,357 11,578 8,802 40,443Interest income (6) 0 0 (8)Interest expense 5,129 5,055 4,322 17,451Depreciation 13,920 13,913 12,420 48,844Goodwill impairment charge — — — 6,217Income tax (benefits) expense 3 3 — (59)EBITDA(1) 38,403 30,549 25,543 112,888Other financial items(2) (3,311) 3,592 6,624 10,304

Adjusted EBITDA(1) 35,092 34,141 32,167 123,192

(1) EBITDA, Adjusted EBITDA and distributable cash flow are non-GAAP financial measures used by management and external users of ur financial statements. Please see Appendix A for definitions of EBITDA, Adjusted EBITDA and distributable cash flow and a reference to reconciliation to net income, the most directly comparable GAAP financial measure.(2) Other financial items consist of other finance expense, realized and unrealized gain (loss) on derivative instruments and net gain (loss) on foreign currency transactions.

Highest ever quarterly Adjusted EBITDA

Page 24: Knot Offshore Partners LP Investor Deck

24

Distributable cash flow

Unaudited, USD in thousands 3Q 2016 2Q 2016 3Q 2015 FY2015Net income 19,357 11,578 8,802 40,442Add:Depreciation 13,920 13,913 12,420 48,844Goodwill impairment charge — — — 6,217Other non-cash items; deferred costs amortization debt

310 287 289 1,149

Unrealized losses from interest rate derivatives and forward exchange currency contracts — 1,608 4,032 8,629Less:Estimated maintenance and replacement capital expenditures (including drydocking reserve)

(7,894) (7,894) (6,749) (26,704)

Other non-cash items; deferred revenue and accrued income (967) (1,032) (858) (3,432)Unrealized gains from interest rate derivatives and forward exchange currency contracts (4,438) — (1,789) (8,239)Distributable cash flow(1) 20,288 18,460 16,147 66,907

Total distributions 15,027 15,027 15,110 56,922Distribution coverage ratio(2) 1.35X 1.23X 1.07X 1,18X

Highest ever quarterly distributable cash flow

(1) Distributable cash flow is a non-GAAP financial measure used by management and external users of our financial statements. Please see Appendix A for a definition of distributable cash flow and a reference to reconciliation to net income, the most directly comparable GAAP financial measure.

(2) Distribution coverage ratio is equal to distributable cash flow divided by distributions declared for the period presented.

Page 25: Knot Offshore Partners LP Investor Deck

25

Balance sheet

Unaudited, USD in thousands At September

30, 2016

At December 31, 2015

At September 30, 2016

At December 31, 2015

Current assets: Current liabilities

Cash and cash equivalents 27,382 23,573 Current portion of long-term debt 48,877 48,535

Derivative assets 1,645 — Derivative liabilities 2,621 5,138

Other current assets 2,282 2,707 Contract liabilities 1,518 15,18

Other current liabilities 15,160 10,345

Total current assets 31,309 26,280 Total current liabilities 68,176 65,536

Long-term liabilities:

Long-term debt 586,332 619,187

Derivative liabilities 4,132 1,232

Contract liabilities 8,619 9,757

Long-term assets: Deferred tax liabilities 957 877

Net vessels and equipment 1,154,647 1,192,927 Other long-term liabilities 1,427 2,543

Derivative assets — 695 Total liabilities 669,643 699,132

Accrued income 921 —

Total long-term assets 1,186,877 1,193,622 Total partners’ equity 517,234 520,770

Total assets 1,186,877 1,219,902 Total equity and liabilities 1,186,877 1,219,902

Available liquidity of USD 62.4m(1) vs. requirement of USD 18.5m

13,008

(1) Consist of cash and cash equivalents of $27.4 million and an undrawn revolving credit facility of $35 million as of September 30, 2016

Page 26: Knot Offshore Partners LP Investor Deck

26

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

EBITDA is defined as earnings before interest, depreciation and taxes. Adjusted EBITDA refers to earnings before interest, depreciation, taxes, goodwill impairment charges and other financial items (including other finance expenses, realized and unrealized gain (loss) on derivative instruments and net gain (loss) on foreign currency transactions). EBITDA is used as a supplemental financial measure by management and external users of financial statements, such as our lenders, to assess KNOP’s financial and operating performance and our compliance with the financial covenants and restrictions contained in KNOP’s financing agreements.

Adjusted EBITDA is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess the KNOP’s financial and operating performance. The Partnership believes that Adjusted EBITDA assists its management and investors by increasing the comparability of its performance from period to period and against the performance of other companies in its industry that provide Adjusted EBITDA information. This increased comparability is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, taxes, goodwill impairment charges and depreciation, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. The Partnership believes that including Adjusted EBITDA as a financial measure benefits investors in (a) selecting between investing in the Partnership and other investment alternatives and (b) monitoring the Partnership’s ongoing financial and operational strength in assessing whether to continue to hold common units. EBITDA and Adjusted EBITDA are non-GAAP financial measures and should not be considered an alternatives to net income or any other indicator of Partnership performance calculated in accordance with GAAP. The reconciliation of EBITDA and Adjusted EBITDA please see KNOPs filings, which are available on SEC’s website at www.sec.com and on KNOP’s website at www.knotoffshorepartners.com

Distributable Cash Flow

Distributable cash flow represents net income adjusted for depreciation, unrealized gains and losses from derivatives, unrealized foreign exchange gains and losses, goodwill impairment charges, other non-cash items and estimated maintenance and replacement capital expenditures. Estimated maintenance and replacement capital expenditures, including estimated expenditures for drydocking, represent capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by KNOP’s capital assets. The Partnership believes distributable cash flow is an important measure of operating performance used by management and investors in publicly-traded partnerships to compare the cash generating performance of KNOP from period to period and to compare the cash generating performance for specific periods to the cash distributions (if any) that are expected to be paid to KNOP’s unitholders. Distributable cash flow is a non-GAAP financial measure and should not be considered as an alternative to net income or any other indicator of KNOT Offshore Partners’ performance calculated in accordance with GAAP. The reconciliation of Distributable Cash flow please see KNOPs filings, which are available on SEC’s website at www.sec.com and on KNOP’s website at www.knotoffshorepartners.com

Page 27: Knot Offshore Partners LP Investor Deck

27

Reconciliation of estimated net income and estimated EBITDA for KNOT 19

For KNOT 19, the entity that the Partnership intends to pending purchase in the acquisition, estimated net income and estimated EBITDA for the year ending December 31, 2017 are based on the following assumptions:

• closing of the Acquisition and timely receipt of charter hire specified in the time charter contract;

• utilization of the Raquel Knutsen of 363 days per year and no drydocking of the vessel;

• no realized or unrealized gains or losses on derivative instruments related to KNOT 19’s financing arrangements;

• vessel operating costs per current internal estimates; and

• general and administrative expenses based on management’s current internal estimates.

We consider the above assumptions to be reasonable as of the date hereof, but if these assumptions prove to be incorrect, actual net income and EBITDA for KNOT 19 could differ materially from our estimates. Neither our independent auditors nor any other independent accountants have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability and assume no responsibility for, and disclaim any association with, such prospective financial information.

The table below reconciles estimated EBITDA to estimated net income, the most directly comparable GAAP measure, in connection with the intended acquisition of KNOT 19.

Unaudited, USD in thousands Year Ending December 31, 2017

(unaudited)Net income 6,041Interest expense (2,353)Depreciation (4,614)Income tax expense —

EBITDA 13,008