Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of event requiring this shell company report
Commission file number 001-35866
KNOT OFFSHORE PARTNERS LP
(Exact Name of Registrant as Specified in its Charter)
Republic of the Marshall Islands
(Jurisdiction of Incorporation or Organization)
2 Queens Cross
Aberdeen, Aberdeenshire
AB15 4YB, United Kingdom
(Address of Principal Executive Offices)
John Costain
2 Queens Cross
Aberdeen, Aberdeenshire
AB15 4YB, United Kingdom
E-mail: jco@knotoffshorepartners.com
Telephone: 44 (0) 1224 618420
Facsimile: 44 (0) 1224 624891
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common units representing limited partner interests
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
18,626,594 common units representing limited partner interests
8,567,500 subordinated units representing limited partner interests
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨
Yes x
No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. ¨
Yes x
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. x
Yes ¨
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). x
Yes ¨
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
x
International Financial Reporting Standards as issued
by the International Accounting Standards Board ¨
Other ¨
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨
Item 17 ¨
Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨
Yes x
No
Table of Contents
Forward-Looking Statements
Part I
KNOT Offshore Partners LP
INDEX TO REPORT ON FORM 20-F
Item 1.
Item 2.
Item 3.
Item 4.
Item 4A.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Identity of Directors, Senior Management and Advisers
Offer Statistics and Expected Timetable
Key Information
A. Selected Financial Data
B. Capitalization and Indebtedness
C. Reasons for the Offer and Use of Proceeds
D. Risk Factors
Information on the Partnership
A. History and Development of the Partnership
B. Business Overview
C. Organizational Structure
D. Property, Plants and Equipment
Unresolved Staff Comments
Operating and Financial Review and Prospects
A. Operating Results
B. Liquidity and Capital Resources
C. Research and Development, Patents and Licenses, Etc.
D. Trend Information
E. Off-Balance Sheet Arrangements
F. Tabular Disclosure of Contractual Obligations
G. Safe Harbor
Directors, Senior Management and Employees
A. Directors and Senior Management
B. Compensation
C. Board Practices
D. Employees
E. Unit Ownership
Major Unitholders and Related Party Transactions
A. Major Unitholders
B. Related Party Transactions
C. Interests of Experts and Counsel
Financial Information
A. Consolidated Statements and Other Financial Information
B. Significant Changes
The Offer and Listing
A. Offer and Listing Details
B. Plan of Distribution
C. Markets
D. Selling Shareholders
E. Dilution
F. Expenses of the Issue
Additional Information
A. Share Capital
B. Memorandum and Articles of Association
C. Material Contracts
D. Exchange Controls
E. Taxation
F. Dividends and Paying Agents
G. Statement by Experts
H. Documents on Display
I. Subsidiary Information
1
3
3
3
3
3
6
6
6
28
28
29
44
45
45
46
52
57
68
68
68
68
69
69
69
70
71
72
72
73
73
74
82
82
82
84
84
84
85
85
85
85
85
85
85
85
85
88
88
94
94
94
94
Table of Contents
Item 11.
Item 12.
Quantitative and Qualitative Disclosures About Market Risk
Description of Securities Other than Equity Securities
Part II
Item 13.
Item 14.
Item 15.
Item 16A.
Item 16B.
Item 16C.
Item 16D.
Item 16E.
Item 16F.
Item 16G.
Item 16H.
Defaults, Dividend Arrearages and Delinquencies
Material Modifications to the Rights of Securities Holders and Use of Proceeds
Controls and Procedures
Audit Committee Financial Expert
Code of Ethics
Principal Accountant Fees and Services
Exemptions from the Listing Standards for Audit Committees
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Change in Registrants’ Certifying Accountant
Corporate Governance
Mine Safety Disclosure
Part III
Item 17.
Item 18.
Item 19.
Financial Statements
Financial Statements
Exhibits
Signature
Index to Financial Statements of KNOT Offshore Partners LP
94
95
96
96
96
96
97
97
97
98
98
98
98
99
100
100
100
100
F-1
Table of Contents
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 20-F for the year ended December 31, 2015 (this “Annual Report”) contains certain forward-looking statements concerning
plans and objectives of management for future operations or economic performance, or assumptions related thereto, including our financial forecast. In addition, we
and our representatives may from time to time make other oral or written statements that are also forward-looking statements. Such statements include, in
particular, statements about our plans, strategies, business prospects, changes and trends in our business, and the markets in which we operate as described in this
Annual Report. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “would,” “expect,” “plan,”
“anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable
terminology. These forward-looking statements reflect management’s current views only as of the date of this Annual Report and are not intended to give any
assurance as to future results. As a result, unitholders are cautioned not to rely on any forward-looking statements.
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Forward-looking statements appear in a number of places in this Annual Report and include statements with respect to, among other things:
market trends in the shuttle tanker or general tanker industries, including hire rates, factors affecting supply and demand, and opportunities for the profitable
operations of shuttle tankers;
KNOT’s and KNOT Offshore Partners’ ability to build shuttle tankers and the timing of the delivery and acceptance of any such vessels by their respective
charterers;
forecasts of KNOT Offshore Partners’ ability to make or increase distributions on its units and the amount of any such distributions;
KNOT Offshore Partners’ ability to integrate and realize the expected benefits from acquisitions;
KNOT Offshore Partners’ anticipated growth strategies;
the effects of a worldwide or regional economic slowdown;
turmoil in the global financial markets;
fluctuations in currencies and interest rates;
fluctuations in the price of oil;
general market conditions, including fluctuations in hire rates and vessel values;
changes in KNOT Offshore Partners’ operating expenses, including drydocking and insurance costs and bunker prices;
KNOT Offshore Partners’ future financial condition or results of operations and future revenues and expenses;
the repayment of debt and settling of any interest rate swaps;
KNOT Offshore Partners’ ability to make additional borrowings and to access debt and equity markets;
planned capital expenditures and availability of capital resources to fund capital expenditures;
KNOT Offshore Partners’ ability to maintain long-term relationships with major users of shuttle tonnage;
KNOT Offshore Partners’ ability to leverage KNOT’s relationships and reputation in the shipping industry;
KNOT Offshore Partners’ ability to purchase vessels from KNOT in the future;
KNOT Offshore Partners’ continued ability to enter into long-term charters, which KNOT Offshore Partners defines as charters of five years or more;
KNOT Offshore Partners’ ability to maximize the use of its vessels, including the re-deployment or disposition of vessels no longer under long-term charter;
the financial condition of KNOT Offshore Partners’ existing or future customers and their ability to fulfill their charter obligations;
timely purchases and deliveries of newbuilds;
future purchase prices of newbuilds and secondhand vessels;
any impairment of the value of KNOT Offshore Partners’ vessels;
1
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•
•
•
KNOT Offshore Partners’ ability to compete successfully for future chartering and newbuild opportunities;
acceptance of a vessel by its charterer;
termination dates and extensions of charters;
•
the expected cost of, and KNOT Offshore Partners’ ability to, comply with governmental regulations, maritime self-regulatory organization standards, as
well as standard regulations imposed by its charterers applicable to KNOT Offshore Partners’ business;
•
availability of skilled labor, vessel crews and management;
•
KNOT Offshore Partners’ general and administrative expenses and its fees and expenses payable under the technical management agreements, the
management and administration agreements and the administrative services agreement;
•
•
•
•
•
•
•
•
the anticipated taxation of KNOT Offshore Partners and distributions to KNOT Offshore Partners’ unitholders;
estimated future maintenance and replacement capital expenditures;
KNOT Offshore Partners’ ability to retain key employees;
customers’ increasing emphasis on environmental and safety concerns;
potential liability from any pending or future litigation;
potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists;
future sales of KNOT Offshore Partners’ securities in the public market; and
KNOT Offshore Partners’ business strategy and other plans and objectives for future operations.
Forward-looking statements in this Annual Report are made based upon management’s current plans, expectations, estimates, assumptions and beliefs
concerning future events impacting us and therefore involve a number of risks and uncertainties, including those risks discussed in “Item 3. Key Information—Risk
Factors.” The risks, uncertainties and assumptions involve known and unknown risks and are inherently subject to significant uncertainties and contingencies, many
of which are beyond KNOT Offshore Partners’ control. KNOT Offshore Partners cautions that forward-looking statements are not guarantees and that actual results
could differ materially from those expressed or implied in the forward-looking statements.
KNOT Offshore Partners undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all of
these factors. Further, KNOT Offshore Partners 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. KNOT Offshore Partners makes no prediction or
statement about the performance of its common units. The various disclosures included in this Annual Report and in KNOT Offshore Partners’ other filings made
with the Securities and Exchange Commission (the “SEC”) that attempt to advise interested parties of the risks and factors that may affect KNOT Offshore
Partners’ business, prospects and results of operations should be carefully reviewed and considered.
2
Table of Contents
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
PART I
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. Selected Financial Data
The following selected financial data should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and the consolidated and
combined carve-out financial statements and accompanying notes included in this Annual Report. Unless the context otherwise requires, references herein to
“KNOT Offshore Partners,” “we,” “our,” “us” and “the Partnership” or similar terms refer to KNOT Offshore Partners LP, a Marshall Islands limited partnership,
or any one or more of its subsidiaries, or to all such entities. References to “KNOT” refer, depending on the context, to Knutsen NYK Offshore Tankers AS and to
any one or more of its direct and indirect subsidiaries. References to “KNOT Management” refer to KNOT Management AS, the entity that provides us with crew,
technical and commercial management services. References to “our general partner” refer to KNOT Offshore Partners GP LLC, the general partner of the
Partnership. References to “KNOT UK” refer to KNOT Offshore Partners UK LLC, a wholly owned subsidiary of the Partnership. References to “TSSI” refer to
TS Shipping Invest AS, and references to “NYK” refer to Nippon Yusen Kaisha, each of which holds a 50% interest in KNOT. References to “KOAS UK” refer to
Knutsen OAS (UK) Ltd., a wholly owned subsidiary of TSSI. References to “KOAS” refer to Knutsen OAS Shipping AS, a wholly owned subsidiary of TSSI.
The following table presents, in each case for the periods and as of the dates indicated, our selected consolidated and combined carve-out financial and
operating data, which includes, for periods prior to the closing of our initial public offering (“IPO”) on April 15, 2013, selected consolidated and combined carve-
out financial and operating data of the Partnership and its subsidiaries that had interests in the Windsor Knutsen , the Bodil Knutsen , the Recife Knutsen and the
Fortaleza Knutsen .
Pursuant to our partnership agreement, our general partner has irrevocably delegated to our board of directors the power to oversee and direct the operations
of, manage and determine the strategies and policies of the Partnership. During the period from our IPO until the time of our first annual meeting of unitholders on
June 25, 2013, our general partner retained the sole power to appoint, remove and replace all members of our board of directors. At our first annual meeting of
unitholders, four of the seven board members became electable by the common unitholders and accordingly, from this date, KNOT, as the owner of our general
partner, no longer retained the power to control our board of directors and hence us. As a result, we are no longer considered to be under common control with
KNOT, and, as a consequence, we no longer account for any vessel acquisitions from KNOT after June 25, 2013 as a transfer of equity interests between entities
under common control.
In August 2013, June 2014, December 2014, June 2015 and October 2015 we acquired KNOT’s 100% interest in the companies that own and operate the
shuttle tankers, the Carmen Knutsen , the Hilda Knutsen and Torill Knutsen, the Dan Cisne , the Dan Sabia and the Ingrid Knutsen respectively, each of which we
accounted for as an acquisition of a business. Accordingly, the results of these acquisitions are included in our results from the dates of their respective acquisition.
There has been no retroactive restatement of our financial statements to reflect the historical results of the Carmen Knutsen , the Hilda Knutsen, the Torill Knutsen,
the Dan Cisne, the Dan Sabia and the Ingrid Knutsen prior to their respective acquisition.
The following financial data should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and the consolidated and combined
carve-out financial statements and accompanying notes included in this Annual Report.
Our financial position, results of operations and cash flows could differ from those that would have resulted if we operated autonomously or as an entity
independent of KNOT in the periods prior to our IPO for which historical financial and operating data are presented below, and such data may not be indicative of
our future operating results or financial performance.
3
Table of Contents
Statement of Operations Data:
Total revenues
Voyage expenses (1)
Net voyage revenues
Vessel operating expenses(2)
Depreciation
General and administrative expenses
Goodwill impairment charge
Operating income
Interest income
Interest expense
Other finance expense
Realized and unrealized gain (loss) on derivative instruments
Net gain (loss) on foreign currency transactions
Income (loss) before income taxes
Income tax benefit (expense)
Net income (loss)
Earnings Per Unit (Basic and Diluted):
Common units
Subordinated units
General partner units
Cash distributions declared and paid per unit
Balance Sheet Data (at end of period):
Cash and cash equivalents
Vessels and equipment, net
Total assets
Long-term debt (including current portion and seller’s credits)
Owners’ equity
Partners’ capital
Cash Flows Data:
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Fleet Data:
Number of shuttle tankers in operation at end of period
Average age of shuttle tankers in operation at end of period (years)
Total calendar days for fleet
Total operating days for fleet(3)
Other Financial Data:
EBITDA(4)
Adjusted EBITDA(4)
2015
2014
2013
2012
2011
Year Ended December 31,
(U.S. Dollars in thousands,
except per unit amounts and fleet data)
$ 155,024
—
155,024
27,543
48,844
4,290
6,217
68,130
8
(17,451)
(504)
(9,695)
(105)
40,383
59
40,442
$
$ 112,841
—
112,841
23,879
34,322
4,323
—
50,317
13
(15,271)
(1,271)
(6,407)
26
27,407
(15)
27,392
$
$
$
1.499
1.708
1.487
2.030
1.369
1.343
1.329
1.795
$
23,573
1,192,927
1,223,870
671,690
—
520,770
$
30,746
1,021,857
1,070,748
613,221
—
419,365
$ 73,401
—
73,401
14,288
23,768
5,361
—
29,984
30
(10,773)
(2,048)
505
193
17,891
(2,827)
$ 15,064
$
1.063
1.065
1.063
0.752
$ 28,836
617,785
660,173
349,977
—
281,927
$ 65,653
—
65,653
13,000
21,181
4,834
—
26,638
19
(13,471)
(3,378)
(6,031)
(1,771)
2,006
(1,261)
745
$
$ —
—
—
—
$
1,287
496,768
511,811
347,850
97,194
—
$ 43,909
2,653
41,256
10,795
16,229
927
—
13,305
34
(9,650)
(2,741)
(15,489)
(3,037)
(17,578)
1,240
$ (16,338)
$
—
—
—
—
$
3,189
517,897
534,603
375,933
67,370
—
$
89,160
(46,488)
(49,575)
$
59,339
(121,946)
64,768
$ 44,160
(55,468)
38,890
$ 19,307
(52)
(21,156)
$ 11,473
(138,104)
126,445
10
4.1
3,197
3,193
8
3.3
2,209
2,196
5
3.1
1,613
1,606
4
2.7
1,464
1,377
4
1.7
988.7
973.6
$ 106,670
116,974
$
76,987
84,639
$ 52,402
53,752
$ 36,639
47,819
$
8,267
29,534
(1)
(2)
(3)
(4)
Voyage expenses are all expenses unique to a particular voyage, including bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls
and agency fees.
Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses.
The operating days for our fleet is the total number of days in a given period that the vessels were in our possession less the total number of days off-hire.
We define days off-hire as days lost to, among other things, operational deficiencies, drydocking for repairs, maintenance or inspection, equipment
breakdowns, special surveys and vessel upgrades, delays due to accidents, crewing strikes, certain vessel detentions or similar problems, our failure to
maintain the vessel in compliance with its specifications and contractual standards or to provide the required crew, or periods of commercial waiting time
during which we do not earn hire rates.
Please read “Non-U.S. GAAP Financial Measures” below.
4
Table of Contents
Non-U.S. GAAP Financial Measures
EBITDA and Adjusted EBITDA . EBITDA is defined as earnings before interest, depreciation and taxes. Adjusted EBITDA is defined as earnings before
interest, depreciation, taxes, goodwill impairment charges and other financial items (including other finance expense, realized and unrealized gain (loss) on
derivative instruments and net 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 our financial and operating performance and our compliance with the financial covenants and restrictions
contained in our financing agreements. Adjusted EBITDA is used as a supplemental financial measure by management and external users of financial statements,
such as investors, to assess our financial and operating performance. We believe that Adjusted EBITDA assists our management and investors by increasing the
comparability of our performance from period to period and against the performance of other companies in our 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,
goodwill impairment charges, depreciation and taxes, 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. We believe that including Adjusted EBITDA as a financial and operating measure
benefits investors in (1) selecting between investing in us and other investment alternatives and (2) monitoring our ongoing financial and operational strength in
assessing whether to continue to hold common units.
EBITDA and Adjusted EBITDA should not be considered alternatives to net income, operating income, cash flow from operating activities or any other
measure of financial performance presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). EBITDA and
Adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, EBITDA and Adjusted
EBITDA as presented below may not be comparable to similarly titled measures of other companies. The following tables reconcile EBITDA and Adjusted
EBITDA to net cash provided by operating activities and net income, the most directly comparable financial measures presented in accordance with U.S. GAAP,
for the periods presented.
Reconciliation to net cash provided by operating activities:
Net cash provided by operating activities
Interest income
Interest expense
Amortization of contract intangibles / liabilities
Amortization of deferred revenue
Amortization of deferred debt issuance cost
Goodwill impairment charge
Income taxes paid
Unrealized gain (loss) on derivative instruments
Unrealized gain (loss) on foreign currency transactions
Other items
Change in operating assets and liabilities:
Decrease (increase) in trade accounts receivable
Decrease (increase) in receivables from owners and affiliates
Decrease (increase) in amounts due from related parties
Decrease (increase) in inventories
Decrease (increase) in other current assets
Increase (decrease) in trade accounts payable
Increase (decrease) in accrued expenses
Increase (decrease) in prepaid revenue
Increase (decrease) in amounts due to related parties
Increase (decrease) in other liabilities
EBITDA
Other financial items (a)
Adjusted EBITDA
5
2015
2014
2013
2012
2011
Year Ended December 31,
(dollars in thousands)
$ 89,160
(8)
17,451
1,518
1,913
(1,149)
(6,217)
348
(390)
(22)
—
—
—
(1,008)
(210)
(1,222)
(45)
737
4,306
1,508
—
$106,670
10,304
$116,974
$59,339
(13)
15,271
1,518
1,170
(3,021)
—
731
(3,910)
136
16
—
—
49
(58)
172
(337)
2,092
(793)
4,625
—
$76,987
7,652
$84,639
$44,160
(30)
10,773
1,518
427
(1,741)
—
—
1,770
(32)
—
(99)
—
77
(197)
(2,555)
(662)
(771)
(101)
(109)
(26)
$52,402
1,350
$53,752
$19,307
(19)
13,471
1,518
427
(982)
—
—
(549)
(579)
(1)
6
—
—
71
1,609
334
342
1,684
—
—
$36,639
11,180
$47,819
$11,473
(34)
9,650
868
285
(658)
—
—
(8,923)
(3,056)
(2,962)
93
(386)
—
(218)
211
7,874
(324)
(5,626)
—
—
$ 8,267
21,267
$29,534
Table of Contents
Reconciliation to net income (loss):
Net income (loss)
Interest income
Interest expense
Depreciation
Income tax (benefit) expense
EBITDA
Other financial items (a)
Adjusted EBITDA
Year Ended December 31,
2015
2014
2013
2012
2011
(dollars in thousands)
(8)
(13)
$ 40,442 $27,392 $15,064 $
(30)
745 $ (16,338)
(34)
(19)
17,451 15,271 10,773 13,471
9,650
48,844 34,322 23,768 21,181 16,229
(1,240)
$106,670 $76,987 $52,402 $36,639 $ 8,267
10,304 7,652 1,350 11,180 21,267
$116,974 $84,639 $53,752 $47,819 $ 29,534
15 2,827 1,261
(59)
(a)
Other financial items consist of other finance expense, realized and unrealized (gain) loss on derivative instruments, and net (gain) loss on foreign currency
transactions.
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Some of the following risks relate principally to the industry in which we operate and to our business in general. Other risks relate principally to the
securities market and to ownership of our common units. The occurrence of any of the events described in this section could significantly and negatively affect our
business, financial condition, operating results or cash available for distributions or the trading price of our common units.
Risks Inherent in Our Business
We
may
not
have
sufficient
cash
from
operations
following
the
establishment
of
cash
reserves
and
payment
of
fees
and
expenses
to
enable
us
to
pay
the
minimum
quarterly
distribution
on
our
common
units
and
subordinated
units.
We may not have sufficient cash from operations to pay the minimum quarterly distribution of $0.375 per unit on our common units and subordinated units.
The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our operations, which may fluctuate from quarter
to quarter based on the risks described in this section, including, among other things:
•
•
the charter rates we obtain from our customers;
the number of off-hire days for our fleet and the timing of, and number of days required for, drydocking of vessels;
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•
•
•
•
•
•
•
•
the level of our operating costs, such as the cost of crews and insurance;
currency exchange rate fluctuations;
the supply of shuttle tankers;
the demand for shuttle tankers;
the price and level of production of, and demand for, crude oil;
prevailing global and regional economic and political conditions;
changes in local income tax rates; and
the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business.
In addition, the actual amount of cash we have available for distribution depends on other factors, including:
•
the level of capital expenditures we make, including for maintaining or replacing vessels, building new vessels, acquiring existing vessels and complying
with regulations;
•
•
•
the level of debt we will incur if we exercise our option to purchase the Raquel Knutsen or acquire additional vessels from KNOT;
fluctuations in our working capital needs;
our ability to make, and the level of, working capital borrowings; and
•
the amount of any cash reserves, including reserves for future maintenance and replacement capital expenditures, working capital and other matters,
established by our board of directors.
The amount of cash we generate from our operations may differ materially from our profit or loss for the period, which is affected by non-cash items. As a
result of this and the other factors mentioned above, we may make cash distributions during periods when we record losses and may not make cash distributions
during periods when we record net income.
Our
ability
to
grow
and
to
meet
our
financial
needs
may
be
adversely
affected
by
our
cash
distribution
policy.
Our cash distribution policy, which is consistent with our partnership agreement, requires us to distribute all of our available cash (as defined in our
partnership agreement) each quarter. Accordingly, our growth may not be as fast as businesses that reinvest their available cash to expand ongoing operations.
In determining the amount of cash available for distribution, our board of directors approves the amount of cash reserves to set aside, including reserves for
future maintenance and replacement capital expenditures, working capital and other matters. We also rely upon external financing sources, including commercial
borrowings, to fund our capital expenditures. Accordingly, to the extent we do not have sufficient cash reserves or are unable to obtain financing, our cash
distribution policy may significantly impair our ability to meet our financial needs or to grow.
We
must
make
substantial
capital
expenditures
to
maintain
the
operating
capacity
of
our
fleet,
which
reduces
cash
available
for
distribution.
In
addition,
each
quarter
we
are
required
to
deduct
estimated
maintenance
and
replacement
capital
expenditures
from
operating
surplus,
which
may
result
in
less
cash
available
to
unitholders
than
if
actual
maintenance
and
replacement
capital
expenditures
were
deducted.
We must make substantial capital expenditures to maintain and replace, over the long-term, the operating capacity of our fleet. Maintenance and replacement
capital expenditures include capital expenditures associated with the removal of a vessel from the water for inspection, maintenance and/or repair of submerged
parts (or drydocking) and modifying an existing vessel or acquiring a new vessel to the extent these expenditures are incurred to maintain or replace the operating
capacity of our fleet. These expenditures could vary significantly from quarter to quarter and could increase as a result of changes in:
•
•
•
•
the cost of labor and materials;
customer requirements;
the size of our fleet;
the cost of replacement vessels;
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•
•
•
length of charters;
governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; and
competitive standards.
Our partnership agreement requires our board of directors to deduct estimated, rather than actual, maintenance and replacement capital expenditures from
operating surplus each quarter in an effort to reduce fluctuations in operating surplus (as defined in our partnership agreement). The amount of estimated
maintenance and replacement capital expenditures deducted from operating surplus is subject to review and change by our conflicts committee at least once a year.
In years when estimated maintenance and replacement capital expenditures are higher than actual maintenance and replacement capital expenditures, the amount of
cash available for distribution to unitholders may be lower than if actual maintenance and replacement capital expenditures were deducted from operating surplus.
If our board of directors underestimates the appropriate level of estimated maintenance and replacement capital expenditures, we may have less cash available for
distribution in future periods when actual capital expenditures exceed our previous estimates.
If
capital
expenditures
are
financed
through
cash
from
operations
or
by
issuing
debt
or
equity
securities,
our
ability
to
make
cash
distributions
may
be
diminished,
our
financial
leverage
could
increase
or
our
unitholders
may
be
diluted.
Use of cash from operations to expand or maintain our fleet reduces cash available for distribution to unitholders. Our ability to obtain bank financing or to
access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering as well as by adverse market
conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain
the funds for future capital expenditures could have a material adverse effect on our business, financial condition, results of operations and ability to make cash
distributions to our unitholders. Even if we are successful in obtaining necessary funds, the terms of such financings could limit our ability to pay cash distributions
to unitholders. In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities
may result in significant unitholder dilution and would increase the aggregate amount of cash required to maintain our current level of quarterly distributions to
unitholders, both of which could have a material adverse effect on our ability to make cash distributions.
Our
debt
levels
may
limit
our
flexibility
in
obtaining
additional
financing,
pursuing
other
business
opportunities
and
paying
distributions
to
our
unitholders.
As of December 31, 2015, we had consolidated debt of approximately $671.7 million. We have the ability to incur additional debt. Please read “Item 5.
Operating and Financial Review and Prospects—Liquidity and Capital Resources.” Our level of debt could have important consequences to us, including the
following:
•
•
•
our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such
financing may not be available on favorable terms;
we will need a substantial portion of our cash flows to make principal and interest payments on our debt, reducing the funds that would otherwise be
available for operations, future business opportunities and distributions to unitholders;
our debt level may make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy
generally;
•
our debt level may limit our flexibility in responding to changing business and economic conditions; and
•
if we are unable to satisfy the restrictions included in any of our financing agreements or are otherwise in default under any of those agreements, as a result
of our debt levels or otherwise, we will not be able to make cash distributions to our unitholders, notwithstanding our stated cash distribution policy.
Our ability to service our debt depends upon, among other things, our future financial and operating performance, which is affected by prevailing economic
conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service our
current or future indebtedness, we will be forced to take actions such as reducing distributions, reducing or delaying our business activities, acquisitions,
investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital or bankruptcy protection. We may not
be able to effect any of these remedies on satisfactory terms, or at all.
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Table of Contents
Financing
agreements
containing
operating
and
financial
restrictions
may
restrict
our
business
and
financing
activities.
The operating and financial restrictions and covenants in our financing agreements and any future financing agreements could adversely affect our ability to
finance future operations or capital needs or to engage, expand or pursue our business activities. For example, the financing agreements may restrict the ability of
us and our subsidiaries to:
•
•
•
•
•
•
•
incur or guarantee indebtedness;
change ownership or structure, including mergers, consolidations, liquidations and dissolutions;
make dividends or distributions;
make certain negative pledges and grant certain liens;
sell, transfer, assign or convey assets;
make certain investments; and
enter into a new line of business.
In addition, our financing agreements require us to comply with certain financial ratios and tests, including, among others, maintaining a minimum liquidity,
maintaining positive working capital, ensuring that EBITDA exceeds interest payable, maintaining a minimum collateral value, and maintaining a minimum book
equity ratio. Our ability to comply with the restrictions and covenants, including financial ratios and tests, contained in our financing agreements is dependent on
future performance and may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If market or other
economic conditions deteriorate, our ability to comply with these covenants may be impaired.
If we are unable to comply with the restrictions and covenants in the agreements governing our indebtedness or in current or future debt financing
agreements, there could be a default under the terms of those agreements. If a default occurs under these agreements, lenders could terminate their commitments to
lend and/or accelerate the outstanding loans and declare all amounts borrowed due and payable. We have pledged our vessels as security for our outstanding
indebtedness. If our lenders were to foreclose on our vessels in the event of a default, this may adversely affect our ability to finance future operations or capital
needs or to engage in, expand or pursue our business activities. If any of these events occur, we cannot guarantee that our assets will be sufficient to repay in full all
of our outstanding indebtedness, and we may be unable to find alternative financing. Even if we could obtain alternative financing, that financing might not be on
terms that are favorable or acceptable. Any of these events would adversely affect our ability to make cash distributions to our unitholders and cause a decline in
the market price of our common units. Please read “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”
Restrictions
in
our
debt
agreements
may
prevent
us
or
our
subsidiaries
from
paying
distributions.
The payment of principal and interest on our debt reduces cash available for distribution to us and on our units. In addition, our and our subsidiaries’
financing agreements prohibit the payment of distributions upon the occurrence of the following events, among others:
•
•
•
•
•
•
•
•
•
•
failure to pay any principal, interest, fees, expenses or other amounts when due;
failure to notify the lenders of any material oil spill or discharge of hazardous material, or of any action or claim related thereto;
breach or lapse of any insurance with respect to vessels securing the facilities;
breach of certain financial covenants;
failure to observe any other agreement, security instrument, obligation or covenant beyond specified cure periods in certain cases;
default under other indebtedness;
bankruptcy or insolvency events;
failure of any representation or warranty to be correct;
a change of ownership, as defined in the applicable agreement; and
a material adverse change, as defined in the applicable agreement.
For more information regarding our financing agreements, please read “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital
Resources.”
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Table of Contents
The
failure
to
consummate
or
integrate
acquisitions
in
a
timely
and
cost-effective
manner
could
have
an
adverse
effect
on
our
financial
condition
and
results
of
operations.
Acquisitions that expand our fleet are an important component of our strategy. For example, we have an option to purchase the Raquel Knutsen from KNOT
if we are able to reach an agreement with KNOT regarding its purchase price. Pursuant to the omnibus agreement we entered into with KNOT in connection with
our IPO (the “Omnibus Agreement”), we have the right to purchase the Raquel Knutsen at any time within 24 months after KNOT notifies our board of directors of
its acceptance by its charterer. We are not obligated to purchase the Raquel Knutsen at the applicable determined price, and, accordingly, we may not complete the
purchase of the vessel. Furthermore, even if we are able to agree on a price with KNOT, there are no assurances that we will be able to obtain adequate financing
on terms that are acceptable to us.
We believe that other acquisition opportunities may arise from time to time, and any such acquisition could be significant. Any acquisition of a vessel or
business may not be profitable after the time of acquisition and may not generate cash flows sufficient to justify the investment. In addition, our acquisition growth
strategy exposes us to risks that may harm our business, financial condition, results of operations and ability to make cash distributions to our unitholders, including
risks that we may:
•
•
•
•
•
•
fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;
be unable to attract, hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet;
decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions;
significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions;
incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired; or
incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
In addition, unlike newbuilds, existing vessels typically do not carry warranties as to their condition. While we generally inspect existing vessels prior to
purchase, such an inspection would normally not provide us with as much knowledge of a vessel’s condition as we would possess if it had been built for us and
operated by us during its life. Repairs and maintenance costs for existing vessels are difficult to predict and may be substantially higher than for vessels we have
operated since they were built. These costs could decrease our cash flows and reduce our liquidity.
Certain acquisition and investment opportunities may not result in the consummation of a transaction. In addition, we may not be able to obtain acceptable
terms for the required financing for any such acquisition or investment that arises. We cannot predict the effect, if any, that any announcement or consummation of
an acquisition would have on the trading price of our common units. Our future acquisitions could present a number of risks, including the risk of incorrect
assumptions regarding the future results of acquired vessels or businesses or expected cost reductions or other synergies expected to be realized as a result of
acquiring vessels or businesses, the risk of failing to successfully and timely integrate the operations or management of any acquired vessels or businesses and the
risk of diverting management’s attention from existing operations or other priorities. We may also be subject to additional costs related to compliance with various
international laws in connection with such acquisition. If we fail to consummate and integrate our acquisitions in a timely and cost-effective manner, our business,
financial condition, results of operations and cash available for distribution could be adversely affected.
Our
charters
are
subject
to
early
termination
under
certain
circumstances
and
any
such
termination
could
have
a
material
adverse
effect
on
our
results
of
operations
and
cash
available
for
distribution
to
unitholders.
Our fleet consists of ten shuttle tankers. If any of our vessels are unable to generate revenues as a result of the expiration or termination of its charter or
sustained periods of off-hire time, our results of operations and financial condition could be materially adversely affected. Each of our charters terminates
automatically if the applicable vessel is lost or missing or damage to the vessel results in a constructive total loss. The customer, under certain circumstances, may
also have an option to terminate a time charter if the vessel is requisitioned by any government for a period of time in excess of the time period specified in the time
charter or if at any time we are in default under the time charter. In addition, either party may usually terminate a charter in the event of the outbreak of war
between specified countries. Under our bareboat charters, the charter is deemed terminated as of the date of any compulsory acquisition of the vessel or requisition
for title by any governmental or other competent authority. For more information regarding the termination of our charters, please read “Item 4. Information on the
Partnership—Business Overview—Charters—Termination.”
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Table of Contents
We
may
experience
operational
problems
with
vessels
that
reduce
revenue
and
increase
costs.
Shuttle tankers are complex and their operation technically challenging. Marine transportation operations are subject to mechanical risks and problems.
Operational problems may lead to loss of revenue or higher than anticipated operating expenses or require additional capital expenditures. Any of these results
could harm our business, financial condition, results of operations and ability to make cash distributions to our unitholders.
We
currently
derive
all
of
our
time
charter
and
bareboat
revenues
from
six
customers,
and
the
loss
of
any
such
customers
could
result
in
a
significant
loss
of
revenues
and
cash
flow.
We currently derive all of our time charter and bareboat revenues from six customers. For the year ended December 31, 2015, Fronape International
Company, a subsidiary of Petrobras Transporte S.A. (“Transpetro”), Eni Trading and Shipping S.p.A. (“ENI”), Statoil ASA (“Statoil”), Repsol Sinopec Brasil, S.A.
(“Repsol”), Brazil Shipping I Limited, a subsidiary of BG Group Plc (“BG Group”), Standard Marine Tønsberg AS, a Norwegian subsidiary of ExxonMobil
(“ExxonMobil”), and KNOT accounted for approximately 26%, 30%, 15%, 13%, 3%, 2% and 11%, respectively, of our revenues.
Petrobras, the Brazil state-controlled oil company and the parent company of Transpetro, is alleged to have participated in a widespread corruption scandal
involving billions of dollars of improper payments to Brazilian politicians and political parties. Petrobras has also announced significant decreases in its five-year
capital expenditure budget and that it is reducing the pace of some projects and cancelling others. It is uncertain at this time how this scandal may affect Petrobras,
its performance of its existing charters or the development of new projects. Any adverse effect on Petrobras’ ability to perform under existing charters with us
could harm us.
If we lose a key customer, we may be unable to obtain replacement long-term charters and may become subject to the volatile spot market, which is highly
competitive and subject to significant price fluctuations. In addition, if a customer exercises its right to terminate a charter, we may be unable to re-charter such
vessel on terms as favorable to us as those of the terminated charter. The loss of any of our key customers could have a material adverse effect on our business,
financial condition, results of operations and ability to make cash distributions to our unitholders.
Due to the recent decline in oil prices, the equity value of many of our customers substantially declined in 2015. The combination of a reduction of cash flow
resulting from the declining oil prices, a reduction in borrowing bases under any credit facilities and the limited or lack of availability of debt or equity financing
could potentially reduce the ability of our customers to make charter payments. Any further decline in the price of oil, or sustained current prices, could result in
similar effects on our customers or other third parties with which we do business, which in turn could harm our business, results of operations and financial
condition.
We
depend
on
subsidiaries
of
KNOT
to
assist
us
in
operating
our
businesses
and
competing
in
our
markets.
We and our operating subsidiaries have entered into various services agreements with certain subsidiaries of KNOT, including KNOT Management. Under
these agreements the subsidiaries provide us with certain administrative, financial and other services. Our operating subsidiaries are provided with substantially all
of their crew, technical and commercial management services (including vessel maintenance, periodic drydocking, cleaning and painting, performing work required
by regulations and human resources and financial services) and other advisory and technical services, including the sourcing of new contracts and renewals of
existing contracts. Our operational success and ability to execute our growth strategy depends significantly upon the satisfactory performance of these services by
the KNOT subsidiaries. Our business will be harmed if such subsidiaries fail to perform these services satisfactorily or if they stop providing these services to us or
our operating subsidiaries.
Our ability to compete to enter into new charters and expand our customer relationships depends largely on our ability to leverage our relationship with
KNOT and its reputation and relationships in the shipping industry. If KNOT suffers material damage to its reputation or relationships, it may harm the ability of us
or our subsidiaries to:
•
•
•
•
•
renew existing charters upon their expiration;
obtain new charters;
successfully contract with shipyards;
obtain financing on commercially acceptable terms; or
maintain satisfactory relationships with suppliers and other third parties.
If our ability to do any of the things described above is impaired, it could have a materially adverse effect on our business, financial condition, results of
operations and ability to make cash distributions to our unitholders.
11
Table of Contents
Our
growth
depends
on
continued
growth
in
demand
for
shuttle
tanker
transportation
services.
Our growth strategy focuses on expansion in the shuttle tanker sector. Accordingly, our growth depends on continued growth in the demand for offshore oil
transportation services. Factors beyond our control that affect the offshore oil transportation industry may have a significant impact on our business, financial
condition, results of operations and ability to make cash distributions to our unitholders. Fluctuations in the hire rate we can charge our customers result from
changes in the supply of carrying capacity and demand for the crude oil carried. In particular, continued reduced demand for crude oil and offshore oil
transportation services would have a material adverse effect on our future growth and could harm our business, results of operations and financial condition. The
factors affecting supply and demand for shuttle tankers and supply and demand for crude oil transported by shuttle tankers are outside of our control, and the
nature, timing and degree of changes in industry conditions are unpredictable.
The factors that influence the demand for shuttle tanker capacity include:
•
changes in the actual or projected price of oil, which could impact the exploration for or development of new offshore oil fields or the production of oil at
certain fields we service;
•
delayed production start on offshore fields under development;
•
•
levels of demand for and production of oil, which, among other things, is affected by competition from alternative sources of energy, other factors making
consumption of oil more or less attractive or energy conservation measures;
changes in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in
markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets;
•
changes in laws and regulations affecting the shuttle tanker industry;
•
global and regional economic and political conditions, particularly in oil-consuming regions, as well as environmental concerns and regulations, which could
impact the supply of oil and gas as well as the demand for various types of vessels; and
•
changes in trading patterns, including changes in the distances that cargoes are transported.
The factors that influence the supply of shuttle tanker capacity include:
the number of deliveries of new vessels under construction or on order;
the scrapping rate of older vessels;
oil and gas company policy with respect to technical vessel requirements; and
the number of vessels that are off-hire.
•
•
•
•
A
continuation
of
the
recent
significant
declines
in
oil
prices
may
adversely
affect
our
growth
prospects
and
results
of
operations.
In 2015, global crude oil prices were volatile and declined significantly. A continuation of lower oil prices or a further decline in oil prices may adversely
affect our business, results of operations and financial condition and our ability to make cash distributions, as a result of, among other things:
•
•
•
•
•
a reduction in exploration for or development of new offshore oil fields, or the delay or cancelation of existing offshore projects as energy companies lower
their capital expenditures budgets, which may reduce our growth opportunities;
lower demand for shuttle tankers, which may reduce available charter rates and revenue to us upon redeployment of our vessels following expiration or
termination of existing contracts or upon the initial chartering of vessels;
customers potentially seeking to renegotiate or terminate existing vessel contracts, or failing to extend or renew contracts upon expiration;
the inability or refusal of customers to make charter payments to us due to financial constraints or otherwise; or
declines in vessel values, which may result in losses to us upon vessel sales or impairment charges against our earnings.
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Table of Contents
The
current
state
of
the
global
financial
markets
and
current
economic
conditions
may
impair
our
customers’
and
suppliers’
ability
to
pay
for
our
services
and
could
have
a
material
adverse
effect
on
our
revenue,
profitability
and
financial
position.
We depend on our customers’ willingness and ability to fund operating and capital expenditures to provide crude oil shuttle tankers for new or expanding
offshore projects. Existing and future adverse economic conditions, including current low oil prices, may lead to a decline in our customers’ operations or ability to
pay for our services, which could result in decreased demand for our vessels. There has historically been a strong link between the development of the world
economy and demand for energy, including oil and natural gas.
Global financial markets and economic conditions have been severely disrupted and volatile in recent years and remain subject to significant vulnerabilities,
such as the deterioration of fiscal balances and the rapid accumulation of public debt, continued deleveraging in the banking sector and a limited supply of credit.
Credit markets as well as the equity and debt capital markets were exceedingly distressed during 2008 and 2009 and have been volatile since that time. Uncertainty
surrounding the continuing sovereign debt crisis in Greece and other European Union member countries and turmoil and unrest in the Middle East, Africa, Korea,
the Ukraine and elsewhere, have led to increased volatility in global credit and equity markets. An extended period of adverse development in the outlook for
European countries or Brazil could reduce the overall demand for oil and have a negative impact on our customers. Potential developments, or market perceptions
concerning these and related issues, could affect our business, financial position, results of operations and ability to make cash distributions to our unitholders.
Any global financial or credit crisis or disruption may further reduce the availability of liquidity and credit to fund the continuation and expansion of
industrial business operations worldwide. Shortage of liquidity and credit combined with uncertainty in worldwide equity markets could lead to an extended
worldwide economic recession. Such deterioration of the worldwide economy could result in reduced demand for oil and natural gas, exploration and production
activity and transportation of oil and natural gas that could lead to a decrease in the hire rate earned by our vessels and a decrease in new charter activity. In
addition, any adverse development in the global financial markets or deterioration in economic conditions might adversely impact our ability to issue additional
equity at prices that will not be dilutive to our existing unitholders or preclude us from issuing equity at all.
We also cannot be certain that additional financing will be available if needed and to the extent required, on acceptable terms or at all. As a result of the
disruptions in the credit markets and higher capital requirements, many lenders have increased margins on lending rates, enacted tighter lending standards, required
more restrictive terms (including higher collateral ratios for advances, shorter maturities and smaller loan amounts), or have refused to refinance existing debt at all.
Furthermore, certain banks that have historically been significant lenders to the shipping industry have reduced or ceased lending activities in the shipping industry.
If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we
may be unable to expand our existing business, complete shuttle tanker acquisitions or otherwise take advantage of business opportunities as they arise.
Furthermore, any uncertainty in the financial markets could have an impact on our customers and/or suppliers including, among other things, causing them to
fail to meet their obligations to us. Similarly, any shortage of credit could affect lenders participating in our financing agreements, making them unable to fulfill
their commitments and obligations to us. Any reductions in activity owing to such conditions or failure by our customers, suppliers or lenders to meet their
contractual obligations to us could adversely affect our business, financial position, results of operation and ability to make cash distributions to our unitholders.
Our
growth
depends
on
our
ability
to
expand
relationships
with
existing
customers
and
obtain
new
customers,
for
which
we
face
substantial
competition.
One of our principal objectives is to enter into additional long-term, fixed-rate charters. The process of obtaining new long-term charters is highly
competitive, usually involving an intensive screening process and competitive bids and extending for several months. Shuttle tanker charters are awarded based
upon a variety of factors relating to the vessel operator, including:
•
•
•
•
•
•
•
industry relationships and reputation for customer service and safety;
experience and quality of ship operations;
quality, experience and technical capability of the crew;
relationships with shipyards and the ability to get suitable berths;
construction management experience, including the ability to obtain on-time delivery of new vessels according to customer specifications;
willingness to accept operational risks pursuant to the charter, among other things such as allowing termination of the charter for force majeure events; and
competitiveness of the bid in terms of overall price.
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Table of Contents
Our ability to win new charters depends upon a number of factors, including our ability to:
leverage our relationship with KNOT and its reputation and relationships in the shipping industry;
successfully manage our liquidity and obtain the necessary financing to fund our growth;
attract, hire, train and retain qualified personnel and ship management companies to manage and operate our fleet;
identify and consummate desirable acquisitions, joint ventures or strategic alliances; and
identify and capitalize on opportunities in new markets.
•
•
•
•
•
We expect substantial competition for providing services for potential shuttle tanker projects from a number of experienced companies. This increased
competition may cause greater price competition for charters. As a result of these factors, we may be unable to expand our relationships with existing customers or
to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our business, financial condition, results of operations and
ability to make cash distributions to our unitholders.
An
increase
in
the
global
supply
of
shuttle
tanker
capacity
without
a
commensurate
increase
in
demand
may
have
an
adverse
effect
on
hire
rates
and
the
values
of
our
vessels,
which
could
have
a
material
adverse
effect
on
our
business,
financial
condition,
results
of
operations
and
ability
to
make
cash
distributions
to
our
unitholders.
The supply of shuttle tankers in the industry is affected by, among other things, assessments of the demand for these vessels by oil companies. Any over-
estimation of demand for vessels may result in an excess supply of new shuttle tankers. This may, in the long term when existing contracts expire, result in lower
hire rates and depress the values of our vessels. In such an event, our business, financial condition, results of operations and ability to make cash distributions to our
unitholders may be adversely affected.
During periods of high utilization and high hire rates, industry participants may increase the supply of shuttle tankers by ordering the construction of new
vessels. This may result in an over-supply of shuttle tankers and may cause a subsequent decline in utilization and hire rates when the vessels enter the market.
Lower utilization and hire rates could adversely affect revenues and profitability. Prolonged periods of low utilization and hire rate could also result in the
recognition of impairment charges on shuttle tankers if future cash flow estimates, based upon information available at the time, indicate that the carrying value of
these shuttle tankers may not be recoverable. Such impairment charge may cause lenders to accelerate loan payments under our financing agreements, which could
adversely affect our business, financial condition, results of operations and ability to make cash distributions to our unitholders.
The
required
drydocking
of
our
vessels
could
be
more
expensive
and
time
consuming
than
we
anticipate,
which
could
adversely
affect
our
cash
available
for
distribution
to
unitholders.
We must periodically drydock each of our vessels for inspection, repairs and maintenance and any modifications required to comply with industry
certification or governmental requirements. Generally, we drydock each vessel every 60 months until the vessel is 15 years old and every 30 months thereafter. The
required drydocking of our vessels could be more expensive and time consuming than we anticipate, which could adversely affect our cash available for
distribution. The drydocking of our vessels requires significant capital expenditures and results in loss of revenue while our vessels are off-hire. Any significant
increase in the number of days of off-hire due to such drydocking or in the costs of any repairs could have a material adverse effect on our ability to pay
distributions to our unitholders. Although we do not anticipate that more than one of the vessels in our current fleet will be out of service at any given time, we may
underestimate the time required to drydock any of our vessels or unanticipated problems may arise. If more than one of our vessels is required to be out of service
at the same time, if a vessel is drydocked longer than expected or if the cost of repairs during drydocking is greater than budgeted, our cash available for
distribution to unitholders could be adversely affected.
We
may
be
unable
to
re-charter
our
vessels
upon
termination
or
expiration
of
their
existing
charters.
We are dependent upon charters for our vessels to generate revenues and we may be adversely affected if we fail to renew or are unsuccessful in winning
new charters, or if our existing charters are terminated. Our ability to re-charter our shuttle tankers following expiration of existing charters and the rates payable
upon any renewal or replacement charters depends upon, among other things, the state of the shuttle tanker market. For example, an oversupply of shuttle tankers
can significantly reduce their charter rates. A termination or renegotiation of our existing charters or a failure to secure new employment at the expiration of our
current charters may have a negative effect on our business, financial condition, results of operations and ability to make cash distributions to our unitholders.
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Compliance
with
safety
and
other
vessel
requirements
imposed
by
classification
societies
may
be
very
costly
and
may
adversely
affect
our
business.
The hull and machinery of every large, oceangoing commercial vessel must be classed by a classification society authorized by its country of registry. The
classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and
the International Convention for Safety of Life at Sea (“SOLAS”). All our vessels are certified by DNV GL Group AS (“DNV GL”).
As part of the certification process, a vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s
machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Each of the vessels in our
existing fleet is on a planned maintenance system approval, and as such the classification society attends onboard once every year to verify that the maintenance of
the equipment onboard is done correctly. Each of the vessels in our existing fleet is required to be qualified within its respective classification society for
drydocking once every five years subject to an intermediate underwater survey done using an approved diving company in the presence of a surveyor from the
classification society.
If any vessel does not maintain its class or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between certain
ports and will be unemployable. We would lose revenue while the vessel was off-hire and incur costs of compliance. This would negatively impact our revenues
and reduce our cash available for distribution to unitholders.
The
value
of
our
vessels
may
decline,
which
could
adversely
affect
our
operating
results.
Vessel values for shuttle tankers can fluctuate substantially over time due to a number of different factors, including:
•
•
•
•
the cost of newbuildings;
prevailing economic conditions in oil and energy markets;
a substantial or extended decline in demand for oil;
increases in the supply of vessel capacity;
•
the cost of retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental
or other regulations or standards, or otherwise; and
•
a decrease in oil reserves in the fields and other fields in which our shuttle tankers might otherwise be deployed.
If operation of a vessel is not profitable, or if we cannot redeploy a vessel at attractive rates upon termination of its charter, rather than continue to incur costs
to maintain and finance the vessel, we may seek to dispose of it. Our inability to dispose of the vessel at a reasonable value could result in a loss on its sale and
adversely affect our business, financial condition, results of operations and ability to make cash distributions to our unitholders. Additionally, lenders may
accelerate loan repayments should there be a loss in the market value of our vessels. Such repayment could adversely affect our business, financial condition,
results of operations and ability to make cash distributions to our unitholders.
Further, if we determine at any time that a vessel’s future useful life and earnings require us to impair its value on our financial statements, we may need to
recognize a significant charge against our earnings. We review vessels and equipment for impairment whenever events or changes in circumstances indicate the
carrying value of an asset may not be recoverable, which occurs when the asset’s carrying value is greater than the future undiscounted cash flows the asset is
expected to generate over its remaining useful life. For example, during the three months ended June 30, 2015, we concluded that indicators of impairment were
present due to a significant reduction in the price of our common units. Consequently, we performed an interim vessel and goodwill impairment analysis as of
June 30, 2015 on our fleet, and concluded that although there was no impairment to the vessels’ values, the carrying value of goodwill exceeded its fair value, and a
goodwill impairment charge of $6.2 million was recognized in 2015.
Climate
change
and
greenhouse
gas
restrictions
may
adversely
impact
our
operations
and
markets.
Due to concern over the risk of climate change, a number of countries and the International Maritime Organization (the “IMO”) have adopted, or are
considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions from vessels. These regulatory measures include, among others, adoption
of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. The Paris Agreement, which was
announced by the Parties to the United Nations Framework Convention on Climate Change in December 2015, does not cover international shipping, however the
IMO has subsequently reaffirmed its strong commitment to continue to work to address greenhouse gas emissions from ships engaged in international trade.
Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels
and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas
emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.
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Table of Contents
Adverse effects upon the oil industry relating to climate change, including growing public concern about the environmental impact of climate change, may
also adversely affect demand for our shuttle tanker services. Although we do not expect that demand for oil will lessen dramatically over the short term, in the long
term climate change may reduce the demand for oil or increased regulation of greenhouse gases may create greater incentives for use of alternative energy sources.
Any long-term material adverse effect on the oil industry could have a significant financial and operational adverse impact on our business that we cannot predict
with certainty at this time.
Our
international
operations
expose
us
to
political,
governmental
and
economic
instability,
which
could
harm
our
operations.
Our operations are conducted in various countries, and they may be affected by economic, political and governmental conditions in the countries where we
engage in business or where our vessels are registered. Any disruption caused by these factors could harm our business, including by reducing the levels of oil
exploration, development and production activities in these areas. We may derive some of our revenues from shipping oil from politically unstable regions.
Conflicts in these regions have included attacks on ships and other efforts to disrupt shipping. Hostilities or other political instability in regions where we operate or
where we may operate could have a material adverse effect on the growth of our business, financial condition, results of operations and ability to make cash
distributions to our unitholders. In addition, tariffs, trade embargoes and other economic sanctions by the United States or other countries as a result of terrorist
attacks, hostilities or otherwise may limit trading activities with those countries, which could also harm our business, financial condition, results of operations and
ability to make cash distributions to our unitholders. Finally, a government could requisition one or more of our vessels, which is most likely during war or national
emergency. Any such requisition would cause a loss of the vessel and/or a termination of the charter and could harm our business, financial condition, results of
operations and ability to make cash distributions to our unitholders.
Marine
transportation
is
inherently
risky,
particularly
in
the
extreme
conditions
in
which
our
vessels
operate.
An
incident
involving
significant
loss
of
product
or
environmental
contamination
by
any
of
our
vessels
could
harm
our
reputation
and
business.
Vessels and their cargoes and the oil production facilities we service are at risk of being damaged or lost because of events such as:
•
•
•
•
•
•
•
marine disasters;
bad weather;
mechanical failures;
grounding, capsizing, fire, explosions and collisions;
piracy;
human error; and
war and terrorism.
The Bodil Knutsen, the Hilda Knutsen , the Torill Knutsen and the Ingrid Knutsen currently operate in the North Sea. Harsh weather conditions in this region
and other regions in which our vessels operate may increase the risk of collisions, oil spills or mechanical failures.
•
•
•
•
•
•
•
An accident involving any of our vessels could result in any of the following:
death or injury to persons, loss of property or damage to the environment and natural resources;
delays in the delivery of cargo;
loss of revenues from charters;
liabilities or costs to recover any spilled oil or other petroleum products and to restore the ecosystem affected by the spill;
governmental fines, penalties or restrictions on conducting business;
higher insurance rates; and
damage to our reputation and customer relationships generally.
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Table of Contents
Any of these results could have a material adverse effect on our business, financial condition, results of operations and ability to make cash distributions to
our unitholders. In addition, any damage to, or environmental contamination involving, oil production facilities serviced could suspend that service and result in
loss of revenues.
Our
insurance
may
not
be
sufficient
to
cover
losses
that
may
occur
to
our
property
or
as
a
result
of
our
operations.
The operation of shuttle tankers is inherently risky. All risks may not be adequately insured against, and any particular claim may not be paid by insurance.
Any claims relating to our operations covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought,
the aggregate amount of these deductibles could be material. Certain insurance is maintained through mutual protection and indemnity associations (“P&I clubs”),
and as a member of such associations we may be required to make additional payments over and above budgeted premiums if member claims exceed association
reserves
We may be unable to procure adequate insurance at commercially reasonable rates in the future. For example, more stringent environmental regulations have
led in the past to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. A
catastrophic oil spill or marine disaster could exceed the insurance, and any uninsured or underinsured loss could harm our business, financial condition, results of
operations and ability to make cash distributions to our unitholders. In addition, the insurance may be voidable by the insurers as a result of certain actions, such as
vessels failing to maintain certification with applicable maritime self-regulatory organizations.
Changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult to obtain. In addition, the insurance
that may be available may be significantly more expensive than existing coverage.
Terrorist
attacks,
piracy,
increased
hostilities
or
war
could
lead
to
further
economic
instability,
increased
costs
and
disruption
of
business.
Terrorist attacks, piracy and the current conflicts in the Middle East, and other current and future conflicts, may adversely affect our business, financial
condition, results of operations and ability to raise capital and future growth. Continuing hostilities in the Middle East may lead to additional armed conflicts or to
further acts of terrorism and civil disturbance in the United States or elsewhere, which may contribute further to economic instability and disruption of oil
production and distribution, which could result in reduced demand for our services.
In addition, oil production facilities, shipyards, vessels, pipelines, oil fields or other infrastructure could be targets of future terrorist attacks and our vessels
could be targets of pirates or hijackers. Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased
vessel operational costs, including insurance costs, and the inability to transport oil to or from certain locations. Terrorist attacks, war, piracy, hijacking or other
events beyond our control that adversely affect the distribution, production or transportation of oil to be shipped by us could entitle customers to terminate their
charters, which would harm our business, financial condition, results of operations and ability to make cash distributions to our unitholders.
Acts
of
piracy
on
ocean-going
vessels
have
recently
increased
in
frequency,
which
could
adversely
affect
our
business,
financial
condition,
results
of
operations
and
ability
to
make
cash
distributions
to
our
unitholders.
Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea and the Gulf of Aden off the coast
of Somalia. If such piracy attacks result in regions in which our vessels are deployed being named on the Joint War Committee Listed Areas, war-risk insurance
premiums payable for such coverage could increase significantly and such insurance coverage might become more difficult to obtain. In addition, crew costs,
including costs that may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to
cover losses from these incidents, which could have a material adverse effect on us. In addition, hijacking as a result of an act of piracy against our vessels, or an
increase in cost or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition, results of operations and
ability to make cash distributions to our unitholders.
Vessels
transporting
oil
are
subject
to
substantial
environmental
and
other
regulations,
which
may
significantly
limit
operations
or
increase
expenses.
Our operations are affected by extensive and changing international, national and local environmental protection laws, regulations, treaties and conventions
in force in international waters and the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels’ registration,
including those governing oil spills, discharges to air and water and the handling and disposal of hazardous substances and wastes. Many of these requirements are
designed to reduce the risk of oil spills and other pollution.
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Table of Contents
In addition, we believe that the heightened environmental, quality and security concerns of insurance underwriters, regulators and charterers will generally
lead to additional regulatory requirements, including enhanced risk assessment and security requirements and greater inspection and safety requirements on vessels.
These requirements are likely to add incremental costs to our operations and the failure to comply with these requirements may affect the ability of our vessels to
obtain the required certificates for entry into the different ports where we operate and could also impact our ability to obtain insurance. We expect to incur
substantial expenses in complying with these laws and regulations, including expenses for vessel modifications and changes in operating procedures.
These requirements can affect the resale value or useful lives of our vessels, require a reduction in cargo capacity, ship modifications or operational changes
or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports
or detention in certain ports.
Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations,
natural resource damage claims and fines and penalties in the event that there is a release of petroleum or hazardous substances from our vessels or otherwise in
connection with our operations. We could also become subject to personal injury or property damage claims relating to the release of petroleum or hazardous
substances associated with our operations. In addition, oil spills and failure to comply with applicable laws and regulations may result in administrative and civil
penalties, criminal sanctions or the suspension or termination of our operations, including, in certain instances, seizure or detention of our vessels. Please read
“Item 4. Information on the Partnership—Business Overview—Environmental and Other Regulation.”
Exposure
to
currency
exchange
rate
fluctuations
results
in
fluctuations
in
cash
flows
and
operating
results.
Our reporting currency and the functional currency of our operating subsidiaries is the U.S. Dollar. Certain of our operating subsidiaries are party to
technical management agreements with KNOT Management, which govern the crew, technical and commercial management of the vessels in our fleet. Under the
technical management agreements, KNOT Management is paid for reasonable direct and indirect expenses incurred in providing the services, including operating
expenses relating to our fleet. A majority of the operating expenses are in currencies other than the U.S. Dollar. Fluctuating exchange rates may result in increased
payments by us under the services agreements if the strength of the U.S. Dollar declines relative to such other currencies.
Many
seafaring
employees
are
covered
by
collective
bargaining
agreements
and
the
failure
to
renew
those
agreements
or
any
future
labor
agreements
may
disrupt
operations
and
adversely
affect
our
business,
financial
condition,
results
of
operations
and
ability
to
make
cash
distributions
to
our
unitholders.
A significant portion of seafarers that crew certain of our vessels are employed under collective bargaining agreements. We and our operating subsidiaries
may become subject to additional labor agreements in the future. We and our operating subsidiaries may suffer labor disruptions if relationships deteriorate with the
seafarers or the unions that represent them. The collective bargaining agreements may not prevent labor disruptions, particularly when the agreements are being
renegotiated. Salaries for seafarers are typically renegotiated annually or bi-annually, and higher compensation levels will increase our costs of operations.
Although these negotiations have not caused labor disruptions in the past, any future labor disruptions could harm our operations and could have a material adverse
effect on our business, financial condition, results of operations and ability to make cash distributions to our unitholders.
KNOT
may
on
our
behalf
be
unable
to
attract
and
retain
qualified,
skilled
employees
or
crew
necessary
to
operate
our
business
or
may
have
to
pay
substantially
increased
costs
for
its
employees
and
crew.
Our success depends in large part on KNOT’s ability to attract, hire, train and retain highly skilled and qualified personnel. In crewing our vessels, we
require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract, hire, train and retain qualified
crew members is intense, and crew manning costs continue to increase. If we are not able to increase our hire rates to compensate for any crew cost increases, our
business, financial condition, results of operations and ability to make cash distributions to our unitholders may be adversely affected. Any inability we experience
in the future to attract, hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business.
Our
Chief
Executive
Officer
and
Chief
Financial
Officer
faces
conflicts
in
the
allocation
of
his
time
to
our
business.
John Costain, our Chief Executive Officer and Chief Financial Officer, also serves as the Finance Director for Tankers (UK) Agencies Ltd. This company
conducts substantial businesses and activities of its own in which the Partnership has no economic interest. As a result, there is competition for the time and effort
of Mr. Costain.
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Table of Contents
Maritime
claimants
could
arrest
our
vessels,
which
could
interrupt
our
cash
flow.
If we are in default on some kinds of obligations, such as those to our lenders, crew members, suppliers of goods and services to our vessels or shippers of
cargo, these parties may be entitled to a maritime lien against one or more of our vessels. In many jurisdictions, a maritime lien holder may enforce its lien by
arresting a vessel through foreclosure proceedings. In a few jurisdictions, claimants could try to assert “sister ship” liability against one vessel in our fleet for claims
relating to another of our vessels. The arrest or attachment of one or more of our vessels could interrupt our cash flows and require us to pay to have the arrest
lifted. Under some of our present charters, if the vessel is arrested or detained as a result of a claim against us, we may be in default of our charter and the charterer
may terminate the charter. This would negatively impact our revenues and reduce our cash available for distribution to unitholders.
Lack
of
diversification
and
adverse
developments
in
the
shuttle
tanker
market
or
the
conventional
oil
tanker
market
would
negatively
impact
our
results.
Although our vessels also are able to operate as conventional oil tankers, we are focused on dynamic positioning shuttle tankers. Due to our lack of
diversification, any adverse development in the shuttle tanker market and/or the conventional oil tanker market could have a material adverse effect on our
business, financial condition, results of operations and ability to make cash distributions to our unitholders.
If
in
the
future
our
business
activities
involve
countries,
entities
and
individuals
that
are
subject
to
restrictions
imposed
by
the
U.S.
or
other
governments,
we
could
be
subject
to
enforcement
action
and
our
reputation
and
the
market
for
our
common
units
could
be
adversely
affected.
The tightening of U.S. sanctions in recent years has affected non-U.S. companies. In particular, sanctions against Iran have been significantly expanded. In
2012 the U.S. signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012 (“TRA”), which placed further restrictions on the ability of non-U.S.
companies to do business or trade with Iran and Syria. A major provision in the TRA is that issuers of securities must disclose to the SEC in their annual and
quarterly reports filed after February 6, 2013 if the issuer or “any affiliate” has “knowingly” engaged in certain activities involving Iran during the timeframe
covered by the report. This disclosure obligation is broad in scope in that it requires the reporting of activity that would not be considered a violation of U.S.
sanctions as well as violative conduct, and is not subject to a materiality threshold. The SEC publishes these disclosures on its website and the President of the
United States must initiate an investigation in response to all disclosures. It should be noted that the U.S. and various other nations entered into a Joint
Comprehensive Plan of Action (JCPOA) with Iran that provides for phased sanctions relief. On January 16, 2016, following verification that Iran had satisfied its
commitments under the JCPOA, the U.S. lifted its nuclear-related “secondary” sanctions and the European Union also took action to lift its sanctions. As a result of
sanctions relief, non-U.S. persons will be able to engage in business with Iran. Sanctions relief will not impact the SEC reporting requirements discussed above.
In addition to the sanctions against Iran, the U.S. also has sanctions that target other countries, entities and individuals. These sanctions have certain
extraterritorial effects that need to be considered by non-U.S. companies. It should also be noted that other governments have implemented versions of U.S.
sanctions. We believe that we are in compliance with all applicable sanctions and embargo laws and regulations imposed by the U.S., the United Nations or
European Union countries and intend to maintain such compliance. However, there can be no assurance that we will be in compliance in the future, particularly as
the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines or other penalties and could result
in some investors deciding, or being required, to divest their interest, or not to invest, in our common units. Additionally, some investors may decide to divest their
interest, or not to invest, in our common units simply because we may do business with companies that do business in sanctioned countries. Investor perception of
the value of our common units may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these
and surrounding countries.
Failure
to
comply
with
the
U.S.
Foreign
Corrupt
Practices
Act,
the
UK
Bribery
Act,
the
anti-corruption
provisions
in
the
Norwegian
Criminal
Code
and
other
anti-bribery
legislation
in
other
jurisdictions
could
result
in
fines,
criminal
penalties,
contract
termination
and
an
adverse
effect
on
our
business.
We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing
business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics. We are subject, however, to the risk that we,
our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of anti-corruption laws,
including the U.S. Foreign Corrupt Practices Act of 1977, the Bribery Act 2010 of the Parliament of the United Kingdom and the anti-corruption provisions of the
Norwegian Criminal Code of 1902. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in
certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our
reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and could consume significant
time and attention of our senior management.
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Table of Contents
A
cyber-attack
could
materially
disrupt
our
business
We rely on information technology systems and networks, the majority of which are provided by KNOT Management, in our operations and the
administration of our business. Our operations could be targeted by individuals or groups seeking to sabotage or disrupt our information technology systems and
networks, or to steal data. A successful cyber-attack could materially disrupt our operations, including the safety of our operations, or lead to unauthorized release
of information or alteration of information on our systems. Any such attack or other breach of our information technology systems could have a material adverse
effect on our business and results of operations.
Risks Inherent in an Investment in Us
KNOT
and
its
affiliates
may
compete
with
us.
Pursuant to the Omnibus Agreement, KNOT and its controlled affiliates (other than us, our general partner and our subsidiaries) generally have agreed not to
acquire, own, operate or charter certain shuttle tankers operating under charters of five years or more. The Omnibus Agreement, however, contains significant
exceptions that may allow KNOT or any of its controlled affiliates to compete with us, which could harm our business. Please read “Item 7. Major Unitholders and
Related Party Transactions—Related Party Transactions—Omnibus Agreement—Noncompetition.”
Unitholders
have
limited
voting
rights,
and
our
partnership
agreement
restricts
the
voting
rights
of
Norwegian
Resident
Holders
and
unitholders
owning
more
than
4.9%
of
our
common
units.
Unlike the holders of common stock in a corporation, holders of common units have only limited voting rights on matters affecting our business. We hold a
meeting of the limited partners every year to elect one or more members of our board of directors and to vote on any other matters that are properly brought before
the meeting. Common unitholders are entitled to elect only four of the seven members of our board of directors. The elected directors are elected on a staggered
basis and generally serve for four-year terms. Our general partner in its sole discretion appoints the remaining three directors and sets the terms for which those
directors serve. Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our
operations, as well as other provisions limiting our unitholders’ ability to influence the manner or direction of management. Unitholders have no right to elect our
general partner, and our general partner may not be removed except by a vote of the holders of at least 66 2 / 3 % of the outstanding common and subordinated
units, including any units owned by our general partner and its affiliates, voting together as a single class.
Our partnership agreement further restricts unitholders’ voting rights by providing that Norwegian Resident Holders are not eligible to vote in the election of
elected directors. Further, if any person or group owns beneficially more than 4.9% of any class of units then outstanding, any such units owned by that person or
group in excess of 4.9% may not be voted on any matter and are not considered to be outstanding when sending notices of a meeting of unitholders, calculating
required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar
purposes, unless required by law. The voting rights of any unitholders not entitled to vote on a specific matter are effectively redistributed pro rata among the other
common unitholders. Our general partner, its affiliates and persons who acquire common units with the prior approval of our board of directors are not subject to
the 4.9% limitation except with respect to voting their common units in the election of the elected directors.
20
Table of Contents
KNOT
and
its
affiliates
own
a
33.2%
interest
in
us
and
have
conflicts
of
interest
and
limited
fiduciary
and
contractual
duties
to
us
and
our
common
unitholders,
which
may
permit
them
to
favor
their
own
interests
to
the
detriment
of
our
unitholders.
As of March 18, 2016, KNOT owned a 30.9% limited partner interest in us and owned and controlled our general partner, which owns a 2.01% general
partner interest in us and a 0.3% limited partner interest in us. Certain of our directors are directors of KNOT or its affiliates, and, as such, they have fiduciary
duties to KNOT or its affiliates that may cause them to pursue business strategies that disproportionately benefit KNOT or its affiliates or which otherwise are not
in the best interests of us or our unitholders. Conflicts of interest may arise between KNOT and its affiliates (including our general partner), on the one hand, and us
and our unitholders, on the other hand. As a result of these conflicts, our general partner and its affiliates may favor their own interests over the interests of our
unitholders. Please read “—Our partnership agreement limits our general partner’s and our directors’ fiduciary duties to our unitholders and restricts the remedies
available to unitholders for actions taken by our general partner or our directors.” These conflicts include, among others, the following situations:
•
•
neither our partnership agreement nor any other agreement requires our general partner or KNOT or its affiliates to pursue a business strategy that favors us
or utilizes our assets, and KNOT’s officers and directors have a fiduciary duty to make decisions in the best interests of the shareholders of KNOT, which
may be contrary to our interests;
our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general
partner. Specifically, our general partner is considered to be acting in its individual capacity if it exercises its call right, pre-emptive rights or registration
rights, consents or withholds consent to any merger or consolidation of the Partnership, appoints any directors or votes for the election of any director, votes
or refrains from voting on amendments to our partnership agreement that require a vote of the outstanding units, voluntarily withdraws from the Partnership,
transfers (to the extent permitted under our partnership agreement) or refrains from transferring its units or general partner interest or votes upon the
dissolution of the Partnership;
•
our general partner and our directors have limited their liabilities and reduced their fiduciary duties under the laws of the Marshall Islands, while also
restricting the remedies available to our unitholders, and, as a result of purchasing common units, unitholders are treated as having agreed to the modified
standard of fiduciary duties and to certain actions that may be taken by our general partner and our directors, all as set forth in our partnership agreement;
•
our general partner is entitled to reimbursement of all reasonable costs incurred by it and its affiliates for our benefit;
•
our partnership agreement does not restrict us from paying our general partner or its affiliates for any services rendered to us on terms that are fair and
reasonable or entering into additional contractual arrangements with any of these entities on our behalf;
•
our general partner may exercise its right to call and purchase our common units if it and its affiliates own more than 80.0% of our common units; and
•
our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of its
limited call right.
Although a majority of our directors have been elected by common unitholders, our general partner has substantial influence on decisions made by our board
of directors. Please read “Item 7. Major Unitholders and Related Party Transactions.”
Our
partnership
agreement
limits
our
general
partner’s
and
our
directors’
fiduciary
duties
to
our
unitholders
and
restricts
the
remedies
available
to
unitholders
for
actions
taken
by
our
general
partner
or
our
directors.
Our partnership agreement provides that our general partner irrevocably delegates to our board of directors the authority to oversee and direct our operations,
management and policies on an exclusive basis, and such delegation is binding on any successor general partner of the Partnership. Our partnership agreement also
contains provisions that reduce the standards to which our general partner and directors would otherwise be held by Marshall Islands law. For example, our
partnership agreement:
•
permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. Where our
partnership agreement permits, our general partner may consider only the interests and factors that it desires, and in such cases it has no fiduciary duty or
obligation to give any consideration to any interest of, or factors affecting us, our affiliates or our unitholders. Decisions made by our general partner in its
individual capacity are made by its board of directors, which is appointed by KNOT. Specifically, pursuant to our partnership agreement, our general partner
is considered to be acting in its individual capacity if it exercises its call right, pre-emptive rights or registration rights, consents or withholds consent to any
merger or consolidation of the Partnership, appoints any directors or votes for the election of any director, votes or refrains from voting on amendments to
our partnership agreement that require a vote of the outstanding units, voluntarily withdraws from the Partnership, transfers (to the extent permitted under our
partnership agreement) or refrains from transferring its units or general partner interest or votes upon the dissolution of the Partnership;
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Table of Contents
•
•
•
provides that our general partner and our directors are entitled to make other decisions in “good faith” if they reasonably believe that the decision is in our
best interests;
generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of our board of directors and not
involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be
“fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our board of directors may consider the
totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and
provides that neither our general partner nor our officers or our directors is liable for monetary damages to us, our limited partners or assignees for any acts
or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or
our officers or directors or those other persons engaged in actual fraud or willful misconduct.
In order to become a limited partner of our partnership, a common unitholder is required to agree to be bound by the provisions in our partnership agreement,
including the provisions discussed above.
Our partnership agreement provides that our general partner delegates all its management activities in relation to us to our board of directors, and
arrangements are in place such that any activities that would otherwise constitute regulated activities under the Financial Services and Markets Act 2000 (Regulated
Activities Order) 2001 were they to be performed in the United Kingdom (and that would not fall within a suitable exemption) are performed outside of the United
Kingdom. However, there can be no assurance that this will not change (deliberately or otherwise) over time, and there is no current intention for our general
partner, us or any of our subsidiaries to seek authorization from the Financial Conduct Authority in the United Kingdom, which would be required for any person to
lawfully carry out such regulated activities in the United Kingdom.
Fees
and
cost
reimbursements,
which
affiliates
of
KNOT
determine
for
services
provided
to
us
and
our
subsidiaries,
are
substantial,
payable
regardless
of
our
profitability
and
reduce
our
cash
available
for
distribution
to
our
unitholders.
Pursuant to technical management agreements, our subsidiaries that own vessels operating under time charters pay fees for services provided to them by
KNOT Management and reimburse KNOT Management for all expenses incurred on their behalf. These fees and expenses include all costs and expenses incurred
in providing the crew, technical and commercial management of the vessels in our fleet to our subsidiaries. Additionally our subsidiaries that own vessels operating
under bareboat charters have entered into management and administration agreements with either KNOT Management or KNOT Management Denmark AS
(“KNOT Management Denmark”), a 100% owned subsidiary of KNOT, pursuant to which these companies provide general monitoring services for the vessels in
exchange for an annual fee.
In addition, pursuant to an administrative services agreement, KNOT UK provides us with certain administrative services. KNOT UK is permitted to
subcontract certain of the administrative services provided to us under this agreement to KOAS UK, KOAS and KNOT Management. We reimburse KNOT UK,
and KNOT UK reimburses KOAS UK, KOAS and KNOT Management, as applicable, for their reasonable costs and expenses incurred in connection with the
provision of the services subcontracted to KOAS UK, KOAS and KNOT Management under the administrative services agreement. In addition, KNOT UK pays to
KOAS UK, KOAS and KNOT Management, as applicable, a service fee in U.S. Dollars equal to 5% of the costs and expenses incurred in connection with
providing services.
For a description of the technical management agreements, management and administration agreements and the administrative services agreement, please
read “Item 7. Major Unitholders and Related Party Transactions.” The fees and expenses payable pursuant to the technical management agreements, management
and administration agreements and the administrative services agreement are payable without regard to our business, results of operation and financial condition.
The payment of fees to and the reimbursement of expenses of affiliates of KNOT could adversely affect our ability to pay cash distributions to our unitholders.
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Table of Contents
Our
partnership
agreement
contains
provisions
that
may
have
the
effect
of
discouraging
a
person
or
group
from
attempting
to
remove
our
current
management
or
our
general
partner,
and
even
if
public
unitholders
are
dissatisfied,
they
are
unable
to
remove
our
general
partner
without
KNOT’s
consent,
unless
KNOT’s
ownership
interest
in
us
is
decreased,
all
of
which
could
diminish
the
trading
price
of
our
common
units.
Our partnership agreement contains provisions that may have the effect of discouraging a person or group from attempting to remove our current
management or our general partner.
•
Our unitholders are unable to remove our general partner without its consent, because our general partner and its affiliates own sufficient units to be able to
prevent its removal. The vote of the holders of at least 66 2 / 3 % of all outstanding common and subordinated units voting together as a single class is
required to remove the general partner. As of March 18, 2016, our general partner and its affiliates owned 0.5% of the outstanding common units and all of
the subordinated units.
•
•
•
•
•
If our general partner is removed without “cause” during the subordination period and units held by our general partner and KNOT are not voted in favor of
that removal, all remaining subordinated units automatically convert into common units, any existing arrearages on the common units are extinguished, and
our general partner has the right to convert its general partner interest, and the holders of the incentive distribution rights have the right to convert such
incentive distribution rights, into common units or to receive cash in exchange for those interests based on the fair market value of those interests at the time.
A removal of our general partner under these circumstances would adversely affect the common units by prematurely eliminating their distribution and
liquidation preference over the subordinated units, which would otherwise have continued until we had met certain distribution and performance tests. Any
conversion of the general partner interest or incentive distribution rights would be dilutive to existing unitholders. Furthermore, any cash payment in lieu of
such conversion could be prohibitively expensive. “Cause” is narrowly defined to mean that a court of competent jurisdiction has entered a final, non-
appealable judgment finding our general partner liable for actual fraud or willful or wanton misconduct in its capacity as our general partner. Cause does not
include most cases of charges of poor business decisions, such as charges of poor management of our business by the directors appointed by our general
partner, so the removal of our general partner because of our unitholders’ dissatisfaction with the general partner’s decisions in this regard would most likely
result in the termination of the subordination period.
Common unitholders are entitled to elect only four of the seven members of our board of directors. Our general partner in its sole discretion appoints the
remaining three directors.
Election of the four directors elected by common unitholders is staggered, meaning that the members of only one of four classes of our elected directors are
selected each year. In addition, the directors appointed by our general partner serve for terms determined by our general partner.
Our partnership agreement contains provisions limiting the ability of unitholders to call meetings of unitholders, to nominate directors and to acquire
information about our operations as well as other provisions limiting our unitholders’ ability to influence the manner or direction of management.
Unitholders’ voting rights are further restricted by our partnership agreement provision providing that if any person or group owns beneficially more than
4.9% of any class of units then outstanding, any such units owned by that person or group in excess of 4.9% may not be voted on any matter and are not
considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for
election to our board of directors), determining the presence of a quorum or for other similar purposes, unless required by law. The voting rights of any such
unitholders in excess of 4.9% effectively are redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of all
classes of units entitled to vote. Our general partner, its affiliates and persons who acquire common units with the prior approval of our board of directors are
not subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.
•
There are no restrictions in our partnership agreement on our ability to issue equity securities.
The effect of these provisions may be to diminish the price at which the common units trade.
The
control
of
our
general
partner
may
be
transferred
to
a
third
party
without
unitholder
consent.
Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent
of our unitholders. In addition, our partnership agreement does not restrict the ability of the members of our general partner from transferring their respective
membership interests in our general partner to a third party.
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Table of Contents
Substantial
future
sales
of
our
common
units
in
the
public
market
could
cause
the
price
of
our
common
units
to
fall.
We have granted registration rights to KNOT and certain of its affiliates. These unitholders have the right, subject to some conditions, to require us to file
registration statements covering any of our common, subordinated or other equity securities owned by them or to include those securities in registration statements
that we may file for ourselves or other unitholders. As of March 18, 2016, KNOT and its affiliates owned 0.5% of the common units, all of the subordinated units
and all of the incentive distribution rights. Following their registration and sale under an applicable registration statement, those securities will become freely
tradable. By exercising their registration rights and selling a large number of common units or other securities, these unitholders could cause the price of our
common units to decline.
KNOT,
as
the
holder
of
all
of
the
incentive
distribution
rights,
may
elect
to
cause
us
to
issue
additional
common
units
to
it
in
connection
with
a
resetting
of
the
target
distribution
levels
related
to
its
incentive
distribution
rights
without
the
approval
of
the
conflicts
committee
of
our
board
of
directors
or
holders
of
our
common
units
and
subordinated
units.
This
may
result
in
lower
distributions
to
holders
of
our
common
units
in
certain
situations.
KNOT, as the holder of all of the incentive distribution rights, has the right, at a time when there are no subordinated units outstanding and it has received
incentive distributions at the highest level to which it is entitled (48.0%) for each of the prior four consecutive fiscal quarters, to reset the initial cash target
distribution levels at higher levels based on the distribution at the time of the exercise of the reset election. Following a reset election by KNOT, the minimum
quarterly distribution will be reset to an amount equal to the average cash distribution per common unit for the two fiscal quarters immediately preceding the reset
election (such amount is referred to as the “reset minimum quarterly distribution”), and the target distribution levels will be reset to correspondingly higher levels
based on the same percentage increases above the reset minimum quarterly distribution.
In connection with resetting these target distribution levels, KNOT will be entitled to receive a number of common units equal to that number of common
units whose aggregate quarterly cash distributions equaled the average of the distributions to it on the incentive distribution rights in the prior two quarters. We
anticipate that KNOT would exercise this reset right in order to facilitate acquisitions or internal growth projects that would not be sufficiently accretive to cash
distributions per common unit without such conversion; however, it is possible that KNOT could exercise this reset election at a time when it is experiencing, or
may be expected to experience, declines in the cash distributions it receives related to its incentive distribution rights and may therefore desire to be issued our
common units, rather than retain the right to receive incentive distributions based on the initial target distribution levels. As a result, a reset election may cause our
common unitholders to experience dilution in the amount of cash distributions that they would have otherwise received had we not issued additional common units
to KNOT in connection with resetting the target distribution levels related to KNOT’s incentive distribution rights. Please read “Item 8. Financial Information—
Consolidated Statements and Other Financial Information—Our Cash Distribution Policy—Incentive Distribution Rights.”
We
may
issue
additional
equity
securities,
including
securities
senior
to
the
common
units,
without
the
approval
of
our
unitholders,
which
would
dilute
their
ownership
interests.
We may, without the approval of our unitholders, issue an unlimited number of additional units or other equity securities. In addition, we may issue an
unlimited number of units that are senior to the common units in right of distribution, liquidation and voting. The issuance by us of additional common units or
other equity securities of equal or senior rank will have the following effects:
•
•
our unitholders’ proportionate ownership interest in us will decrease;
the amount of cash available for distribution on each unit may decrease;
•
because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution
will be borne by our common unitholders will increase;
the relative voting strength of each previously outstanding unit may be diminished; and
the market price of the common units may decline.
•
•
Upon
the
expiration
of
the
subordination
period,
the
subordinated
units
will
convert
into
common
units
and
will
then
participate
pro
rata
with
other
common
units
in
distributions
of
available
cash.
During the subordination period, the common units have the right to receive distributions of available cash from operating surplus in an amount equal to the
minimum quarterly distribution of $0.375 per unit, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior
quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. Distribution arrearages do not accrue on the
subordinated units. The purpose of the subordinated units is to increase the likelihood that during the subordination period there will be available cash from
operating surplus
24
Table of Contents
to be distributed on the common units. Upon the expiration of the subordination period, the subordinated units will convert into common units and will then
participate pro rata with other common units in distributions of available cash. We currently expect that the subordination period will end in the second quarter of
2016. Please read “Item 8. Financial Information—Consolidated Statements and Other Financial Information— Our Cash Distribution Policy—Subordination
Period.”
In
establishing
cash
reserves,
our
board
of
directors
may
reduce
the
amount
of
cash
available
for
distribution
to
our
unitholders.
Our partnership agreement requires our board of directors to deduct from operating surplus cash reserves that it determines are necessary to fund our future
operating expenditures. These reserves also affect the amount of cash available for distribution to our unitholders. Our board of directors may establish reserves for
distributions on the subordinated units, but only if those reserves will not prevent us from distributing the full minimum quarterly distribution, plus any arrearages,
on the common units for the following four quarters. As described above in “—Risks Inherent in Our Business—We must make substantial capital expenditures to
maintain the operating capacity of our fleet, which reduces cash available for distribution. In addition, each quarter we are required to deduct estimated
maintenance and replacement capital expenditures from operating surplus, which may result in less cash available to unitholders than if actual maintenance and
replacement capital expenditures were deducted,” our partnership agreement requires our board of directors each quarter to deduct from operating surplus estimated
maintenance and replacement capital expenditures, as opposed to actual maintenance and replacement capital expenditures, which could reduce the amount of
available cash for distribution. The amount of estimated maintenance and replacement capital expenditures deducted from operating surplus is subject to review
and change by our board of directors at least once a year, provided that any change must be approved by the conflicts committee of our board of directors.
Our
general
partner
has
a
limited
call
right
that
may
require
our
unitholders
to
sell
their
common
units
at
an
undesirable
time
or
price.
If at any time our general partner and its affiliates own more than 80.0% of the common units, our general partner has the right, which it may assign to any of
its affiliates or to us, but not the obligation, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price not less than the then-
current market price of our common units. Our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be
repurchased by it upon the exercise of this limited call right. As a result, our unitholders may be required to sell their common units at an undesirable time or price
and may not receive any return on their investment. Our unitholders may also incur a tax liability upon a sale of their units.
As of March 18, 2016, KNOT and its affiliates owned 0.5% of our common units. At the end of the subordination period, assuming no additional issuances
of common units and no additional repurchases of common units pursuant to the repurchase program, KNOT and its affiliates will own 31.8% of our common
units.
Our
unitholders
may
not
have
limited
liability
if
a
court
finds
that
unitholder
action
constitutes
control
of
our
business.
As a limited partner in a partnership organized under the laws of the Marshall Islands, our unitholders could be held liable for our obligations to the same
extent as a general partner if our unitholders participate in the “control” of our business. Our general partner generally has unlimited liability for the obligations of
the Partnership, such as its debts and environmental liabilities, except for those contractual obligations of the Partnership that are expressly made without recourse
to our general partner. In addition, the limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been
clearly established in some jurisdictions in which we do business.
We
can
borrow
money
to
pay
distributions,
which
would
reduce
the
amount
of
credit
available
to
operate
our
business.
Our partnership agreement allows us to make working capital borrowings to pay distributions. Accordingly, if we have available borrowing capacity, we can
make distributions on all our units even though cash generated by our operations may not be sufficient to pay such distributions. Any working capital borrowings
by us to make distributions reduces the amount of working capital borrowings we can make for operating our business. For more information, please read “Item 5.
Operating and Financial Review and Prospects—Liquidity and Capital Resources.”
Increases
in
interest
rates
may
cause
the
market
price
of
our
common
units
to
decline.
An increase in interest rates may cause a corresponding decline in demand for equity investments in general, and in particular for yield-based equity
investments such as our common units. Any such increase in interest rates or reduction in demand for our common units resulting from other relatively more
attractive investment opportunities may cause the trading price of our common units to decline.
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Table of Contents
Unitholders
may
have
liability
to
repay
distributions.
Under some circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under the Marshall Islands Limited
Partnership Act (the “Marshall Islands Act”), we may not make a distribution to our unitholders if the distribution would cause our liabilities, other than liabilities
to partners on account of their partnership interest and liabilities for which the recourse of creditors is limited to specified property of ours, to exceed the fair value
of our assets, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited will be included in our assets only to the
extent that the fair value of that property exceeds that liability. Marshall Islands law provides that for a period of three years from the date of the impermissible
distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Marshall Islands law will be liable to the
limited partnership for the distribution amount. Assignees who become substituted limited partners are liable for the obligations of the assignor to make
contributions to the limited partnership that are known to the assignee at the time it became a limited partner and for unknown obligations if the liabilities could be
determined from our partnership agreement.
We
are
an
“emerging
growth
company,”
and
we
cannot
be
certain
if
the
reduced
disclosure
requirements
applicable
to
emerging
growth
companies
make
our
common
units
less
attractive
to
investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not “emerging growth companies.” These provisions include an exemption from the auditor attestation
requirement in the assessment of the emerging growth company’s internal control over financial reporting and an exemption from compliance with any new
requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to our auditor’s report in which
the auditor would be required to provide additional information about the audit and our financial statements. We cannot predict if investors find our common units
less attractive, because we are relying on these exemptions. If some investors find our common units less attractive as a result, there may be a less active trading
market for our common units, and our unit price may be more volatile.
In addition, under the JOBS Act, our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over
financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company. For as long as we take
advantage of the reduced reporting obligations, the information that we provide unitholders may be different than information provided by other public companies.
We
have
been
organized
as
a
limited
partnership
under
the
laws
of
the
Marshall
Islands,
which
does
not
have
a
well-developed
body
of
partnership
law.
Our partnership affairs are governed by our partnership agreement and by the Marshall Islands Act. The provisions of the Marshall Islands Act resemble
provisions of the limited partnership laws of a number of states in the United States, most notably Delaware. The Marshall Islands Act also provides that it is to be
applied and construed to make it, with respect to the subject matter thereof, uniform with the laws of the State of Delaware and, so long as it does not conflict with
the Marshall Islands Act or decisions of the High and Supreme Courts of the Marshall Islands, the non-statutory law (or case law) of the State of Delaware is
adopted as the law of the Marshall Islands. There have been, however, few, if any, court cases in the Marshall Islands interpreting the Marshall Islands Act, in
contrast to Delaware, which has a fairly well-developed body of case law interpreting its limited partnership statute. Accordingly, we cannot predict whether
Marshall Islands courts would reach the same conclusions as the courts in Delaware. For example, the rights of our unitholders and the fiduciary responsibilities of
our general partner under Marshall Islands law are not as clearly established as under judicial precedent in existence in Delaware. As a result, unitholders may have
more difficulty in protecting their interests in the face of actions by our general partner and its officers and directors than would unitholders of a similarly organized
limited partnership in the United States.
Because
we
are
organized
under
the
laws
of
the
Marshall
Islands,
it
may
be
difficult
to
serve
us
with
legal
process
or
enforce
judgments
against
us,
our
directors
or
our
management.
We are organized under the laws of the Marshall Islands, and substantially all of our assets are located outside of the United States. In addition, our general
partner is a Marshall Islands limited liability company, and our directors and officers generally are or will be non-residents of the United States, and all or a
substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossible for our unitholders to bring
an action against us or against these individuals in the United States if our unitholders believe that their rights have been infringed under securities laws or
otherwise. Even if our unitholders are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict
our unitholders from enforcing a judgment against our assets or the assets of our general partner or our directors or officers.
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Table of Contents
Tax Risks
In addition to the following risk factors, you should read “Item 4. Information on the Partnership—Business Overview—Taxation of the Partnership” and
“Item 10. Additional Information—Taxation” for a more complete discussion of the expected material U.S. federal and non-U.S. income tax considerations relating
to us and the ownership and disposition of our common units.
We
are
subject
to
taxes,
which
reduces
our
cash
available
for
distribution
to
our
unitholders.
We and our subsidiaries may be subject to tax in the jurisdictions in which we are organized or operate, reducing the amount of cash available for
distribution. In computing our tax obligations in these jurisdictions, we are required to take various tax accounting and reporting positions on matters that are not
entirely free from doubt and for which we have not received rulings from the governing authorities. We cannot assure you that, upon review of these positions, the
applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional tax imposed on us or our subsidiaries,
further reducing the cash available for distribution. In addition, changes in our operations or ownership could result in additional tax being imposed on us or our
subsidiaries in jurisdictions in which operations are conducted.
A
change
in
tax
laws
in
any
country
in
which
we
operate
could
adversely
affect
us.
Tax laws and regulations are highly complex and subject to interpretation. Consequently, we and our subsidiaries are subject to changing tax laws, treaties
and regulations in and between countries in which we operate. Our income tax expense is based on our interpretation of the tax laws in effect at the time the
expense was incurred. A change in tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher
effective tax rate on our earnings. Such changes may include measures enacted in response to the ongoing initiatives in relation to fiscal legislation at an
international level, such as the Action Plan on Base Erosion and Profit Shifting of the Organization for Economic Co-operation and Development.
U.S.
tax
authorities
could
treat
us
as
a
“passive
foreign
investment
company,”
which
would
have
adverse
U.S.
federal
income
tax
consequences
to
U.S.
unitholders.
A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be treated as a “passive foreign investment company” (a “PFIC”) for
U.S. federal income tax purposes if at least 75% of its gross income for any taxable year consists of “passive income” or at least 50% of the average value of its
assets produce, or are held for the production of, “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or
exchange of investment property, and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct
of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” U.S. unitholders of a
PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC,
and the gain, if any, they derive from the sale or other disposition of their interests in the PFIC.
Based on our current and projected method of operation, we believe that we were not a PFIC for any prior taxable year, and we expect that we will not be
treated as a PFIC for the current or any future taxable year. We believe that more than 25% of our gross income for each taxable year was or will be non-passive
income, and more than 50% of the average value of our assets for each such year was or will be held for the production of non-passive income. This belief is based
on certain valuations and projections regarding our income and assets, and its validity is based on the accuracy of such valuations and projections. While we believe
these valuations and projections to be accurate, the shipping market is volatile and no assurance can be given that they will continue to be accurate at any time in
the future.
Moreover, there are legal uncertainties involved in determining whether the income derived from time-chartering activities constitutes rental income or
income derived from the performance of services. In Tidewater Inc. v. United States , 565 F.3d 299 (5th Cir. 2009), the United States Court of Appeals for the Fifth
Circuit (the “Fifth Circuit”) held that income derived from certain time-chartering activities should be treated as rental income rather than services income for
purposes of a provision of the Internal Revenue Code of 1986, as amended (the “Code”), relating to foreign sales corporations. In that case, the Fifth Circuit did not
address the definition of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how the income from a time charter
would be classified under such rules. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are deemed to derive from our
time-chartering activities may be treated as rental income, and we would likely be treated as a PFIC. In published guidance, the Internal Revenue Service (the
“IRS”) stated that it disagreed with the holding in Tidewater and specified that time charters similar to those at issue in the case should be treated as service
contracts. We have not sought, and we do not expect to seek, an IRS ruling on the treatment of income generated from our time-chartering activities. As a result,
the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs
in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will
not change in the future, or that we will not be a PFIC in the future. If the IRS were to
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find that we are or have been a PFIC for any taxable year (and regardless of whether we remain a PFIC for any subsequent taxable year), our U.S. unitholders
would face adverse U.S. federal income tax consequences. Please read “Item 10. Additional Information—Taxation—U.S. Federal Income Taxation of U.S.
Holders—PFIC Status and Significant Tax Consequences” for a more detailed discussion of the U.S. federal income tax consequences to U.S. unitholders if we are
treated as a PFIC.
We
may
have
to
pay
tax
on
U.S.
source
income,
which
would
reduce
our
cash
flow.
Under the Code, U.S. source gross transportation income generally is subject to a 4% U.S. federal income tax without allowance for deduction of expenses,
unless an exemption from tax applies under a tax treaty or Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross
transportation income consists of 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in
the United States.
We expect that our vessel-owning subsidiaries will qualify for an exemption from U.S. tax on any U.S. source gross transportation income under the
Convention Between the United States of America and the Kingdom of Norway with Respect to Taxes on Income and Property (the “U.S.-Norway Tax Treaty”),
and we intend to take this position for U.S. federal income tax purposes. However, if we acquire interests in vessel-owning subsidiaries in the future that are not
Norwegian residents for purposes of the U.S.-Norway Tax Treaty, U.S. source gross transportation income earned by those subsidiaries would generally be subject
to a 4% U.S. federal income tax unless the exemption under Section 883 of the Code applied. In general, the Section 883 exemption provides that if a non-U.S.
corporation satisfies the requirements of Section 883 of the Code and the Treasury Regulations thereunder, it will not be subject to the 4% U.S. federal income tax
referenced above on its U.S. source gross transportation income. The Section 883 exemption does not apply to income attributable to transportation that begins and
ends in the United States.
The vessels in our fleet do not currently engage in transportation that begins and ends in the United States, and we do not expect that our subsidiaries will in
the future earn income from such transportation. If, notwithstanding this expectation, our subsidiaries earn income in the future from transportation that begins and
ends in the United States, that income would not be exempt from U.S. federal income tax under the U.S.-Norway Tax Treaty or Section 883 of the Code and would
be subject to a 35% net income tax in the United States.
The imposition of U.S. federal income tax on our income could have a negative effect on our business and would result in decreased earnings available for
distribution to our unitholders.
Our
unitholders
may
be
subject
to
income
tax
in
one
or
more
non-U.S.
jurisdictions
as
a
result
of
owning
our
common
units
if,
under
the
laws
of
any
such
jurisdiction,
we
are
considered
to
be
carrying
on
business
there.
Such
laws
may
require
our
unitholders
to
file
a
tax
return
with,
and
pay
taxes
to,
those
jurisdictions.
We conduct our affairs and cause each of our subsidiaries to operate its business in a manner that minimizes income taxes imposed upon us and our
subsidiaries. Furthermore, we conduct our affairs and cause each of our subsidiaries to operate its business in a manner that minimizes the risk that unitholders may
be treated as having a permanent establishment or taxable presence in a jurisdiction where we or our subsidiaries conduct activities simply by virtue of their
ownership of our common units. However, because we are organized as a partnership, there is a risk in some jurisdictions, including Norway, that our activities or
the activities of our subsidiaries may rise to the level of a taxable presence that is attributed to our unitholders for tax purposes. We have obtained confirmation
from the United Kingdom HM Revenue & Customs that unitholders should not be treated as trading in the United Kingdom merely by virtue of their ownership of
our common units. If our unitholders are attributed such a taxable presence in a jurisdiction, our unitholders may be required to file a tax return with, and to pay tax
in, that jurisdiction based on our unitholders’ allocable share of our income. In addition, we may be required to obtain information from our unitholders in the event
a tax authority (including in the United Kingdom) requires such information to submit a tax return. We may be required to reduce distributions to our unitholders
on account of any tax withholding obligations imposed upon us by that jurisdiction in respect of such allocation to our unitholders. The United States may not allow
a tax credit for any foreign income taxes that our unitholders directly or indirectly incur by virtue of an investment in us.
Item 4. Information on the Partnership
A. History and Development of the Partnership
General
KNOT Offshore Partners LP is a publicly traded limited partnership formed on February 21, 2013 to own, operate and acquire shuttle tankers under long-
term charters, which we define as charters of five years or more. On April 18, 2013, we completed our IPO of 8,567,500 common units. In connection with our
IPO, through KNOT UK, a 100% owned limited liability company formed under the laws of the Marshall Islands, the Partnership acquired a 100% ownership
interest in KNOT Shuttle Tankers AS, which as of
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February 27, 2013 directly or indirectly owned (1) 100% of Knutsen Shuttle Tankers XII KS, the owner of the Recife Knutsen and the Fortaleza Knutsen ,
(2) 100% of Knutsen Shuttle Tankers XII AS, the general partner of Knutsen Shuttle Tankers XII KS, and (3) the Windsor Knutsen and the Bodil Knutsen and all of
their related charters, inventory and long-term debt. In establishing the new KNOT Shuttle Tankers AS structure, KNOT formed three new Norwegian subsidiaries,
which acquired 90% of Knutsen Shuttle Tankers XII KS, 100% of the Windsor Knutsen and 100% of the Bodil Knutsen , respectively.
On August 1, 2013, the Partnership acquired Knutsen Shuttle Tankers 13 AS, the company that owns and operates the shuttle tanker, the Carmen Knutsen ,
from KNOT.
On June 30, 2014, the Partnership acquired Knutsen Shuttle Tankers 14 AS and Knutsen Shuttle Tankers 15 AS, the companies that own the Hilda Knutsen
and the Torill Knutsen , respectively, from KNOT.
On December 15, 2014, the Partnership acquired KNOT Shuttle Tankers 20 AS, the company that owns the shuttle tanker, the Dan Cisne , from KNOT.
On June 15, 2015, the Partnership acquired KNOT Shuttle Tankers 21 AS, the company that owns the shuttle tanker, the Dan Sabia , from KNOT.
On October 15, 2015, the Partnership acquired Knutsen NYK Shuttle Tankers 16 AS, the company that owns the shuttle tanker, the Ingrid Knutsen , from
KNOT.
For more information regarding recent acquisitions, please see “Item 5. Operating and Financial Review and Prospects—Significant Developments in 2015
—Acquisitions”
As of March 18, 2016, we had a fleet of ten shuttle tankers.
We were formed under the law of the Marshall Islands and maintain our principal place of business at 2 Queen’s Cross, Aberdeen, Aberdeenshire, AB15
4YB, United Kingdom. Our telephone number at that address is +44 (0) 1224 618420. Our agent for service of process in the United States is Watson Farley &
Williams LLP, and its address is 250 West 55th Street, New York, New York 10019.
Capital Expenditures
We reserve cash from operations for future maintenance capital expenditures, working capital and other matters. Because of the substantial capital
expenditures we are required to make to maintain our fleet, our annual estimated maintenance and replacement capital expenditures are currently $30.3 million per
year, which is comprised of $26.6 million for replacing our current vessels at the end of their useful lives and $3.7 million for drydocking maintenance and
classification surveys.
B. Business Overview
General
We were formed to own and operate shuttle tankers under long-term charters. Our primary business objective is to increase quarterly distributions per unit
over time by growing our business through accretive acquisitions of shuttle tankers and by chartering our vessels pursuant to long-term charters with high quality
customers that generate long-term stable cash flows. All of the vessels in our current fleet are chartered to Statoil, Transpetro, Repsol, BG Group, ExxonMobil and
ENI under long-term charters. Our charters have an average remaining term of 5.6 years as of December 31, 2015 (including guaranteed option periods). Since our
IPO, we have increased our quarterly distribution from $0.375 per unit to $0.52 per unit for the quarter ended December 31, 2015.
We intend to leverage the relationships, expertise and reputation of KNOT, a leading independent owner and operator of shuttle tankers, to pursue potential
growth opportunities and to attract and retain high-quality, creditworthy customers. As of March 18, 2016, KNOT owned our general partner interest, all of our
incentive distribution rights and a 31.2% limited partner interest in us. KNOT intends to utilize us as its primary growth vehicle to pursue the acquisition of long-
term, stable cash-flow-generating shuttle tankers.
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Business Strategies
Our primary business objective is to increase quarterly distributions per unit over time by executing the following strategies:
•
Pursue
strategic
and
accretive
acquisitions
of
shuttle
tankers
on
long-term,
fixed-rate
charters.
We seek to leverage our relationship with KNOT to make
strategic and accretive acquisitions. Under the Omnibus Agreement, we have the right to purchase the Raquel Knutsen , on time charter to Repsol, from
KNOT within 24 months of its acceptance by Repsol. Additionally, during the term of the Omnibus Agreement, we have the opportunity to purchase from
KNOT any newbuild under a long-term charter or existing shuttle tanker in the KNOT fleet that enters into a long-term charter.
•
Expand
global
operations
in
high-growth
regions.
We seek to expand in proven areas of offshore production, such as the North Sea and Brazil, and in new
production areas as they are developed. We believe that KNOT’s leading market position, operational expertise and strong customer relationships will enable
us to have early access to new production projects worldwide.
•
Manage
our
fleet
and
deepen
our
customer
relationships
to
continue
to
provide
a
stable
base
of
cash
flows.
We intend to maintain and grow our cash
flows by focusing on strong customer relationships and actively seeking the extension and renewal of existing charters in addition to new opportunities to
serve our customers. KNOT charters its current fleet to a number of the world’s leading energy companies. We believe the close relationships that KNOT has
with these companies will provide attractive opportunities for us. We continue to incorporate safety, health, security and environmental stewardship into all
aspects of vessel design and operation in order to satisfy our customers and comply with national and international rules and regulations.
We can provide no assurance, however, that we will be able to implement our business strategies described above. For further discussion of the risks that we
face, please read “Item 3. Key Information—Risk Factors.”
Shuttle Tanker Market
A shuttle tanker is a specialized vessel designed to transport crude oil and condensates from offshore oil field installations to onshore terminals and
refineries. Shuttle tankers are equipped with sophisticated loading systems and dynamic positioning systems that allow the vessels to load cargo safely and reliably
from oil field installations, even in harsh weather conditions.
Shuttle tankers are often described as “floating pipelines,” because these vessels typically shuttle oil from offshore installations to onshore facilities in much
the same way a pipeline would transport oil along the ocean floor. Shuttle tankers can be either purpose-built or converted from existing conventional oil tankers.
The advantages of shuttle tankers as compared to pipelines include:
•
•
•
the use of shuttle tankers is a more flexible option than pipelines for the transportation of oil from the oil field to onshore terminals and provides destination
flexibility for the customers;
shuttle tankers provide a more flexible solution to declining production profiles and abandonment as a pipeline has a fixed capacity, whereas shuttle tanker
capacity may be adjusted through reduced frequency of calls or reduced number of vessels serving a field;
shuttle tanker operators may provide back-up capacity during times when existing transportation infrastructure is closed for maintenance or otherwise
unavailable, which would enable uninterrupted production;
•
shuttle tankers require less significant up-front investment than pipelines; and
•
shuttle tankers provide customers the benefit of purchasing unblended crude qualities, whereas pipelines usually provide a blend of different crude qualities
as several oilfields may be connected to the same pipeline. A shuttle tanker may load at several fields during one single voyage, but oil from different fields
may be kept separated in different compartments onboard.
Shuttle tankers primarily differ from conventional oil tankers based on two significant features. First, shuttle tankers are fitted with position-keeping
equipment enabling them to remain in a position without the assistance of tugs or mooring to installations. Second, shuttle tankers are equipped with bow-loading
equipment and, in some cases, also fitted with equipment for submerged turret loading. Conventional oil tankers load from an offshore field installation usually
through a taut hawser (mooring line onboard the discharging unit) operation and/or with tug assistance. In certain cases, dedicated shuttle tanker newbuilds are
required to service the specific requirements of oil fields and installations. At times, conventional oil tankers can be converted to shuttle tankers after a substantial
upgrade and investment in equipment.
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Our Fleet
The following table provides information about the ten shuttle tankers in our fleet:
Shuttle Tanker
Fortaleza Knutsen
Recife Knutsen
Bodil Knutsen
Windsor Knutsen
Carmen Knutsen
Hilda Knutsen
Torill Knutsen
Dan Cisne
Dan Sabia
Ingrid Knutsen
Charter
Type
Charterer Term
Bareboat charter Transpetro 2023
Bareboat charter Transpetro 2023
Built
Capacity
(dwt)
Current
Operating
Region
106,316 2011 Brazil
105,928 2011 Brazil
157,644 2011 North Sea Time Charter
Time Charter
162,362 2007 Brazil
157,000 2013 Brazil
Time Charter
123,000 2013 North Sea Time Charter
123,000 2013 North Sea Time Charter
59,000 2011 Brazil
59,000 2012 Brazil
112,000 2013 North Sea Time Charter
Statoil
2017(1)(2)
BG Group 2017(2)(3)
Repsol
2023(4)
2018(5)
2018(5)
ENI
ENI
Bareboat charter Transpetro 2023
Bareboat charter Transpetro 2024
ExxonMobil 2024(5)
(1)
(2)
(3)
(4)
(5)
Customer has the option to extend the charter for up to two one-year periods.
Pursuant to the Omnibus Agreement, KNOT agreed in certain circumstances to guarantee the payments of the hire rate under the existing charters for a
period of five years from the closing date of our IPO. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—
Omnibus Agreement—Guarantees Relating to the Bodil Knutsen and the Windsor Knutsen .”
Customer has the option to extend the charter for up to six one-year periods.
Customer has the option to extend the charter for up to three one-year periods.
Customer has the option to extend for up to five one-year periods.
The following table provides information about the additional vessel that we currently have the right to purchase from KNOT pursuant to the Omnibus
Agreement:
Shuttle Tanker
Raquel Knutsen
Capacity
(dwt)
Delivered
Type
Charter
Charterer Term
152,000 March 2015 Time Charter Repsol 2025(1)
(1)
Customer has the option to extend the charter for up to one three-year period and one two-year period.
The acquisition of the Raquel Knutsen is subject to reaching an agreement with KNOT regarding the vessel’s purchase price in accordance with the
provisions of the Omnibus Agreement.
In January 2015, KNOT announced an agreement for a long-term time charter with Petrogal (a subsidiary of Galp Energia) of a new DP2 Suezmax shuttle
tanker to be delivered in the first quarter of 2017. The vessel has been ordered at Cosco Zhoushan shipyard in China and is expected to be a sister vessel of the
Raquel Knutsen . The shuttle tanker is expected to operate in Brazil.
KNOT has also entered into new long-term charters with a subsidiary of BG Group to provide three shuttle tankers in Brazil. The three vessels are expected
to be delivered between late 2016 and the first half of 2017. The charters with BG Group will be serviced by three Suezmax-size DP2 shuttle tanker newbuildings
currently under construction at Hyundai Heavy Industries in South Korea.
Pursuant to the Omnibus Agreement, the Partnership will have the option to acquire these four newbuilding vessels following acceptance by their charterers.
There can be no assurance that we will purchase any of these vessels.
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Customers
For the year ended December 31, 2015, Transpetro, ENI, Statoil, Repsol, BG Group, ExxonMobil and KNOT accounted for approximately 26%, 30%, 15%,
13%, 3%, 2% and 11% respectively, of our revenues.
Charters
We generate revenues by charging customers for the loading, transportation and storage of their crude oil using the vessels in our fleet. We provide all of
these services under time charters and bareboat charters.
Six of our shuttle tankers are chartered under time charters and four of our shuttle tankers are chartered under bareboat charters.
A time charter is a contract for the use of a specified vessel for a fixed period of time at a specified daily rate. Under time charters, the shipowner is
responsible for providing crewing and other vessel operating services, the cost of which is included in the daily rate, while the customer is responsible for
substantially all of the voyage expenses. A bareboat charter is a contract for the use of a specified vessel for a fixed period of time at a specified daily or annual
rate. Under bareboat charters, the shipowner is not responsible for providing crewing or other operational services, while the customer is responsible for all vessel
operating expenses and voyage expenses. In addition, bareboat charters also provide that the shipowner is responsible for repairs or renewals occasioned by latent
defects in the vessel existing at the time of delivery, provided such defects have manifested themselves within 18 months after delivery. However, under bareboat
charters, the customer is responsible for ordinary repair and maintenance, including drydocking.
Initial
Term;
Extensions
The initial term for a time charter or bareboat charter commences upon the vessel’s delivery to the customer. Our time charters include options, exercisable
by the customer, to extend the charter’s initial term. Pursuant to the Omnibus Agreement, KNOT has agreed to guarantee the payments of the hire rate under the
initial charters for the Bodil Knutsen and the Windsor Knutsen for five years from the closing of our IPO. Please read “Item 7. Major Unitholders and Related Party
Transactions—Related Party Transactions—Omnibus Agreement—Guarantees Relating to the Bodil Knutsen and the Windsor Knutsen .” Under the time charters,
the customer may also extend the term for periods in which the vessel is off-hire, as described below. Customers under each of our time charters and bareboat
charters have rights to terminate the charter prior to expiration of the original or any extended term in specified circumstances.
Hire
Rate
Hire rate refers to the basic payment from the customer for the use of the vessel. Under our time charters, the majority of hire rate is payable monthly in
advance, in U.S. Dollars. The hire rate payable under our time charters is either a fixed amount for the firm period of the time charter with escalations to be made in
case of option periods or increases annually based on a fixed percentage increase or fixed schedule, in order to enable us to offset expected increases in operating
costs. Under our time charters, hire rate payments may be reduced if the vessel does not perform to certain of its specifications, such as if the average vessel speed
falls below a guaranteed speed or the amount of fuel consumed to power the vessel under normal circumstances exceeds a guaranteed amount.
The hire rate payable under our bareboat charters is fixed and payable monthly in advance, in U.S. Dollars. The customer is also required to maintain
minimum levels of insurance to protect the interests of the customer, the shipowner and mortgagees, if any.
Off-hire
Under our time charters, when the vessel is off-hire, or not available for service, the customer generally is not required to pay the hire rate, and the shipowner
is responsible for all costs. Prolonged off-hire may lead to a termination of the time charter. A vessel generally will be deemed off-hire if there is a loss of time due
to, among other things:
•
operational deficiencies; drydocking for repairs, maintenance or inspection; equipment breakdowns; or delays due to accidents, crewing strikes, certain
vessel detentions or similar problems; or
•
the shipowner’s failure to maintain the vessel in compliance with its specifications and contractual standards or to provide the required crew.
Our bareboat charters do not contain provisions for off-hire.
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Ship
Management
and
Maintenance
Under our time charters, the shipowner is responsible for the technical management of the vessel and for maintaining the vessel, periodic drydocking,
cleaning and painting and performing work required by regulations. KNOT Management provides these services to our subsidiaries for all our vessels under time
charters. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions.” Under our bareboat charters, the shipowner is not
responsible for providing crewing or other operational services and the customer is responsible for all vessel operating expenses and voyage expenses. However,
Transpetro has elected to subcontract the technical operation and management of the Fortaleza Knutsen, the Recife Knutsen, the Dan Cisne and the Dan Sabia to an
affiliate of KNOT.
Termination
Each of our time charters and bareboat charters terminates automatically if the applicable vessel is lost or missing. In addition, under certain circumstances,
the customer may have an option to terminate the time charter if the vessel is requisitioned by any government for a period of time in excess of the time period
specified in the time charter or if at any time the shipowner is in default under the time charter. Under the bareboat charters, the charter is deemed terminated as of
the date of any compulsory acquisition of the vessel or requisition for title by any governmental or other competent authority. In addition, the shipowner is
generally entitled to suspend performance (but with the continuing accrual to its benefit of hire rate payments and default interest) and terminate the charter if the
customer defaults in its payment obligations. Under the time charters and bareboat charters, either party may also terminate the charter in the event of war in
specified countries. However, under the bareboat charters, in the event of war, hire shall continue to be paid in accordance with the charter until redelivery. In
addition, under the bareboat charters, the shipowner has the right to terminate the charter if the customer (1) does not take immediate steps to have the necessary
repairs done within a reasonable time or (2) does not arrange and keep certain insurance.
Competition
The shuttle tanker industry is capital intensive and operational expertise is critical, which create high barriers to entry. The shuttle tanker industry is viewed
as an integral part of offshore oil production creating a market with few alternative suppliers and therefore a low risk of substitution. A company with a solid track
record, knowledge of the market and an experienced, well-trained crew is preferred to a new entrant since the cost and impact of vessel downtime is significant for
the customer. Furthermore, the systems in place for operational procedures, such as offshore loading and vetting, have significant value when negotiating contracts
with new and existing customers.
According to Fearnley Consultants AS, as of February 2016, there were approximately 80 vessels in the world shuttle tanker fleet (including eight newbuilds
on order). Teekay Offshore Partners L.P. is the largest owner in the shuttle tanker market with approximately 33 shuttle tankers (including three newbuilds on
order). KNOT is the second largest owner of shuttle tankers with 30 shuttle tankers, including four newbuilds on order (excluding our vessels). Viken MOL is the
third largest owner of shuttle tankers with five vessels. Petrobras, which owns three vessels, employs a total of 25 existing shuttle tankers through long-term
bareboat and time charters. There are other shuttle tanker owners in the industry, but the majority of such owners have a limited fleet size and have chartered
vessels out for the long term.
Classification, Inspection and Maintenance
Every large, commercial seagoing vessel must be “classed” by a classification society. The classification society certifies that the vessel is “in class,”
signifying that the vessel has been built and maintained in accordance with the rules of the classification society. In most cases, the classification society is
authorized by the flag state to certify that the vessels also complies with applicable rules and regulations of the vessel’s country of registry and the international
conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a
flag state, the classification society may undertake them on application or by official order, acting on behalf of the authorities concerned. The classification society
also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements
made in each individual case and/or to the regulations of the country concerned. For maintenance of the class, regular and extraordinary surveys of hull, machinery,
including the electrical plant, and any special equipment classed are required to be performed by the classification society as follows:
•
•
Annual Surveys . For seagoing vessels, annual surveys are conducted for the hull and the machinery, including the electrical plant and where applicable for
special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate.
Intermediate Surveys . Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years after
commissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey.
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•
Class Renewal Surveys . Class renewal surveys, also known as special surveys, are carried out for the ship’s hull, machinery, including the electrical plant
and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey, the vessel is thoroughly
examined, including ultrasonic gauging, in order to determine the thickness of the steel structures. Should the thickness be found to be less than class
requirements, the classification society would require steel renewals. Substantial amounts of money may have to be spent for steel renewals to pass a special
survey if the vessel experiences excessive wear and tear. In lieu of the special survey every five years, a shipowner has the option of arranging with the
classification society for the vessel’s hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-
year cycle. At an owner’s application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of
class. This process is referred to as continuous class renewal and though we have not exercised this option for our existing vessels, we may do so in the
future.
All of the vessel’s areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter
intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.
A vessel’s underwater parts are required to be inspected every 24 to 36 months by the classification society. Drydocking of vessels is done, at the minimum,
every 60 months until the vessel is 15 years old and every 30 months thereafter. If any defects are found, the classification surveyor will issue a condition of class
that must be rectified by the shipowner.
Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society that is a member of
the International Association of Classification Societies. All of our vessels have been awarded International Safety Management certification and are certified as
being “in class” by DNV GL, the Norwegian classification society. All new and secondhand vessels that we purchase must be certified prior to their delivery under
the standard purchase contracts and memoranda of agreement. If the vessel is not certified on the date of closing, we will have no obligation to take delivery of the
vessel.
KNOT, through certain of its subsidiaries, operates as our ship manager, and carries out inspections of the ships on a regular basis, both at sea and while the
vessels are in port, as well as carrying out inspections and ship audits to verify conformity with managers’ reports. The results of these inspections result in a report
containing recommendations for improvements to the overall condition of the vessel, maintenance, safety and crew welfare. Based in part on these evaluations, we
create and implement a program of continual maintenance and improvement for our vessels and their systems.
Safety, Management of Ship Operations and Administration
Safety and environmental compliance is our top operational priority. Our vessels are operated in a manner intended to protect the safety and health of our
employees, the general public and the environment. We actively manage the risks inherent in our business and are committed to eliminating incidents that threaten
the safety and integrity of our vessels, such as groundings, fires, collisions and petroleum spills. We are also committed to reducing emissions and waste
generation. We have established key performance indicators to facilitate regular monitoring of our operational performance. We set targets on an annual basis to
drive continuous improvement, and we review performance indicators monthly to determine if remedial action is necessary to reach our targets. KNOT’s shore
staff performs a full range of technical, commercial and business development services for us. This staff also provides administrative support to our operations in
finance, accounting and human resources.
KNOT, through certain of its subsidiaries, assists us and our operating subsidiaries in managing our ship operations. DNV GL, a Norwegian classification
society, has approved KNOT’s safety management system as complying with the IMO’s International Management Code for the Safe Operation of Ships and
Pollution Prevention (the “ISM Code”), International Standards Organization (“ISO”) 9001 for Quality Assurance, ISO 14001 for Environment Management
Systems and OHSAS 18001, for Occupational Health and Safety Management System, and this system has been implemented on all our ships. As part of KNOT’s
ISM Code compliance, all the vessels’ safety management certificates are being maintained through ongoing internal audits performed by KNOT’s certified
internal auditors and external audits performed by DNV GL or the respective flag state. Subject to satisfactory completion of these internal and external audits,
certification is valid for five years.
KNOT provides, through certain of its subsidiaries, expertise in various functions critical to the operations of our operating subsidiaries. We believe this
arrangement affords a safe, efficient and cost-effective operation. KNOT’s subsidiaries also provide to us access to human resources, financial and other
administrative functions pursuant to technical management agreements. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party
Transactions—Technical Management Agreements.”
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Critical ship management functions that are provided by KNOT or its subsidiaries through various of its offices around the world include:
•
•
•
•
•
•
•
•
technical management, maintenance and dockings;
crew management;
procurement, purchasing and forwarding logistics;
marine operations;
vetting, oil major and terminal approvals;
shipyard supervision;
insurance; and
financial services.
These functions are supported by onboard and onshore systems for maintenance, inventory, purchasing and budget management. In addition, KNOT’s day-
to-day focus on cost control will be applied to our operations. We believe that the adoption of common standards should also result in operational efficiencies,
including with respect to crew training and vessel management, equipment operation and repair, and spare parts ordering.
Risk of Loss, Insurance and Risk Management
The operation of any vessel, including shuttle tankers, has inherent risks. These risks include mechanical failure, personal injury, collision, property loss,
vessel or cargo loss or damage and business interruption due to political circumstances in foreign countries or hostilities. In addition, there is always an inherent
possibility of marine disaster, including explosion, spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in
international trade. We believe that our present insurance coverage is adequate to protect us against the accident-related risks involved in the conduct of our
business and that we maintain appropriate levels of environmental damage and pollution insurance coverage consistent with standard industry practice. However,
not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage
at reasonable rates.
We have obtained hull and machinery insurance on all our vessels to insure against marine and war risks, which include the risks of damage to our vessels,
salvage or towing costs, and also insure against actual or constructive total loss of any of our vessels. However, our insurance policies contain deductible amounts
for which we are responsible. We have also arranged additional total loss coverage for each vessel. This coverage, which is called hull interest and freight interest
coverage, provides us additional coverage in the event of the total loss or the constructive total loss of a vessel.
We have also obtained loss of hire insurance to protect us against loss of income in the event one of our vessels cannot be employed due to damage that is
covered under the terms of our hull and machinery insurance. Under our loss of hire policies, our insurer will pay us the hire rate agreed in respect of each vessel
for each day, in excess of a certain number of deductible days, for the time that the vessel is out of service as a result of damage, for a maximum of 180 days. The
number of deductible days for the vessels in our fleet is 14 days per vessel.
All of our hull and machinery, hull interest and freight interest and loss of hire insurance policies are written on the Norwegian Marine Insurance Plan
(“NMIP”), which through the hull and maintenance coverage also offers comprehensive collision liability coverage of up to the insured hull and maintenance value
of the vessel. NMIP is based on an “all risk principle” and offers what is considered to be the most comprehensive insurance obtainable in any of the world’s
marine markets today. The agreed deductible on each vessel averages $150,000 for the shuttle tankers in our fleet.
Protection and indemnity insurance, which covers our third-party legal liabilities in connection with our shipping activities, is provided by a P&I club. This
includes third-party liability and other expenses related to the injury or death of crew members, passengers and other third-party persons, loss or damage to cargo,
claims arising from collisions with other vessels or from contact with jetties or wharves and other damage to other third-party property, including pollution arising
from oil or other substances, and other related costs, including wreck removal. Subject to the capping discussed below, our coverage, except for pollution, is
unlimited.
Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 13 P&I clubs that comprise the International
Group of Protection and Indemnity Clubs insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each
association’s liabilities. Each P&I club has capped its exposure in
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this pooling agreement so that the maximum claim covered by the pool and its reinsurance would be approximately $1 billion per accident or occurrence. We are a
member of Norwegian P&I Club Skuld. As a member of these P&I clubs, we are subject to a call for additional premiums based on the clubs’ claims record, as
well as the claims record of all other members of the P&I clubs comprising the International Group. However, our P&I clubs have reinsured the risk of additional
premium calls to limit our additional exposure. This reinsurance is subject to a cap, and there is the risk that the full amount of the additional call would not be
covered by this reinsurance.
The insurers providing the covers for hull and machinery, hull interest and freight interest, protection and indemnity and loss of hire insurances have
confirmed that they will consider the shuttle tankers as vessels for the purpose of providing insurance.
We use in our operations KNOT’s risk management program that includes, among other things, risk analysis tools, maintenance and assessment programs, a
seafarers competence training program, seafarers workshops and membership in emergency response organizations. We benefit from KNOT’s commitment to
safety and environmental protection as certain of its subsidiaries assist us in managing our vessel operations.
KNOT has achieved certification under the standards reflected in ISO 9001 for quality assurance, ISO 14001 for environment management systems and the
ISM Code on a fully integrated basis.
Environmental and Other Regulation
General
Our business and the operation of our vessels are significantly affected by international conventions and national, state and local laws and regulations in the
jurisdictions in which our vessels operate, as well as in the country or countries of their registration. Because these conventions, laws and regulations change
frequently, we cannot predict the ultimate cost of compliance or their impact on the resale price or useful life of our vessels. While we believe that we are in
substantial compliance with the current environmental laws and regulations, there is no assurance that compliance with current laws and regulations or amended or
newly adopted laws and regulations can be maintained in the future. Additional conventions, laws, and regulations may be adopted that could limit our ability to do
business or increase the cost of our doing business and that may materially adversely affect our operations. We are required by various governmental and quasi-
governmental agencies to obtain permits, licenses and certificates with respect to our operations. Subject to the discussion below and to the fact that the kinds of
permits, licenses and certificates required for the operations of the vessels we own depend on a number of factors, we believe that we will be able to continue to
obtain all permits, licenses and certificates material to the conduct of our operations.
International
Maritime
Organization
The IMO is the United Nations’ agency for maritime safety. IMO regulations relating to pollution prevention for oil tankers have been adopted by many of
the jurisdictions in which our tanker fleet operates. Under IMO regulations and subject to limited exceptions, a tanker must be of double-hull construction, a mid-
deck design with double-side construction or another approved design ensuring the same level of protection against oil pollution. All of our tankers are double-
hulled.
Many countries, but not the United States, have ratified and follow the liability regime adopted by the IMO and set out in the International Convention on
Civil Liability for Oil Pollution Damage, 1969, as updated by the 1992 Protocol (the “CLC”). Under this convention, a vessel’s registered owner is strictly liable
for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil (e.g. crude oil, fuel oil, heavy diesel oil or lubricating oil),
subject to certain defenses. The right to limit liability to specified amounts that are periodically revised is forfeited under the CLC when the spill is caused by the
owner’s actual fault or when the spill is caused by the owner’s intentional or reckless conduct. Vessels trading to contracting states must provide evidence of
insurance covering the limited liability of the owner. In jurisdictions where the CLC has not been adopted, various legislative regimes or common law governs, and
liability is imposed either on the basis of fault or in a manner similar to the CLC. IMO regulations also include SOLAS, including amendments to SOLAS
implementing the International Security Code for Ports and Ships (the “ISPS”), the ISM Code and the International Convention on Load Lines of 1966. The IMO
Marine Safety Committee has also published guidelines for vessels with dynamic positioning systems, which would apply to shuttle tankers. SOLAS provides rules
for the construction of and equipment required for commercial vessels and includes regulations for safe operation. Flag states that have ratified the CLC generally
utilize the classification societies, which have incorporated SOLAS requirements into their class rules, to undertake surveys to confirm compliance.
SOLAS and other IMO regulations concerning safety, including those relating to treaties on training of shipboard personnel, lifesaving appliances, radio
equipment and the global maritime distress and safety system, are applicable to our operations. Non-compliance with IMO regulations, including SOLAS, the ISM
Code, the ISPS, the requirements for shuttle tankers under the their flag
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regulations, may subject us to increased liability or penalties, may lead to decreases in available insurance coverage for affected vessels and may result in the denial
of access to or detention in some ports. For example, the U.S. Coast Guard and European Union (the “EU”) authorities have indicated that vessels not in
compliance with the ISM Code will be prohibited from trading in U.S. and EU ports.
The requirements contained in the ISM Code govern our operations. Among other requirements, the ISM Code requires vessel operators to obtain a safety
management certification for each vessel they manage, evidencing the shipowner’s development and maintenance of an extensive safety management system. Each
of the existing vessels in our fleet is currently ISM Code-certified, and we expect to obtain safety management certificates for each newbuild upon delivery.
The International Labour Organization (the “ILO”) is a specialized agency of the United Nations with headquarters in Geneva, Switzerland. The ILO has
adopted the Maritime Labor Convention 2006 (the “MLC 2006”) to improve safety onboard merchant vessels. A Maritime Labor Certificate and a Declaration of
Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. On August 20, 2012, the
required number of countries ratified the MCL 2006 and it came into force on August 20, 2013. The MLC 2006 requires us to develop new procedures to ensure
full compliance with its requirements.
The IMO has adopted the International Convention for the Prevention of Pollution from Ships (“MARPOL”), including Annex VI to MARPOL that sets
limits on sulfur dioxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances. Annex VI applies to all
ships and, among other things, imposes a global cap on the sulfur content of fuel oil and allows for specialized areas to be established internationally with even
more stringent controls on sulfur emissions. For vessels 400 gross tons and greater, platforms and drilling rigs, Annex VI imposes various survey and certification
requirements. Moreover, recent amendments to Annex VI require the imposition of progressively stricter limitations on sulfur emissions from ships. These
limitations require that fuels of vessels in covered Emission Control Areas (“ECAs”) contain no more than 1% sulfur. The North American ECA came into force on
August 1, 2012. The North American ECA includes areas subject to the exclusive sovereignty of the United States and extends up to 200 nautical miles from the
coasts of the United States, which area includes parts of the U.S. Gulf of Mexico. In addition, the United States Caribbean ECA took effect in January 2014. The
U.S. Caribbean ECA includes areas subject to the exclusive sovereignty of the United States off the coasts of the Commonwealth of Puerto Rico and the U.S.
Virgin Islands. Consequently, the sulfur limit in marine fuel is capped at 1%, which is the capped amount for all other ECA areas since July 1, 2010. These capped
amounts will then decrease progressively until they reach 0.5% by January 1, 2020 for non-ECA areas and 0.1% by January 1, 2015 for ECA areas, including the
North American ECA. The amendments also establish new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of
installation. All of our vessels are in compliance with these requirements.
In addition, there are several other regulatory requirements to use low sulfur fuel that are either already in force or are upcoming. The EU Directive 33/2005
requiring the use of low sulfur fuel came into force on January 1, 2010. Under this legislation, vessels are required to burn fuel with sulfur content below 0.1%
while berthed or anchored in an EU port. The California Air Resources Board requires vessels to burn fuel with 0.1% sulfur content or less within 24 nautical miles
of California as of January 1, 2014. As of January 1, 2015, all vessels operating within ECAs worldwide must comply with 0.1% sulfur requirements. Currently, the
only grade of fuel meeting 0.1% sulfur content requirement is low sulfur marine gas oil. From July 1, 2010, the reduction of applicable sulfur content limits in the
North Sea, the Baltic Sea and the English Channel Sulfur Control Areas will be 0.1%. All of our vessels are able to comply with low sulfur fuel requirements.
The IMO has negotiated international conventions that impose liability for oil pollution and other environmental harms in international waters and the
territorial waters of the signatory to such conventions such as the International Convention for the Control and Management of Ships’ Ballast Water and Sediments
(the “BWM Convention”). The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements
(beginning in 2009), to be replaced in time with a requirement for mandatory ballast water treatment. The BWM Convention will not become effective until 12
months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant
shipping. Though this has not occurred to-date, the IMO has passed a resolution encouraging the ratification of the BWM Convention and calling upon those
countries that have already ratified to encourage the installation of ballast water management systems on new ships. As referenced below, the U.S. Coast Guard
issued new ballast water management rules on March 23, 2012. Under the requirements of the BWM Convention for units with ballast water capacity more than
5,000 cubic meters that were constructed in 2011 or before, ballast water management exchange or treatment will be accepted until 2016. From 2016 (or not later
than the first intermediate or renewal survey after 2016), only ballast water treatment will be accepted by the BWM Convention. Installation of ballast water
treatment systems will be needed on our vessels once the convention has been ratified. Although the cost to comply with IMO ballast water treatment regulations
for our ten vessels is difficult to estimate due to uncertainty regarding the final regulations, it is anticipated to be approximately $4 million.
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The International Convention on Civil Liability for Bunker Oil Pollution 2001 (the “Bunker Convention”) provides a liability, compensation and compulsory
insurance system to protect and reimburse the victims of oil pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The
Bunker Convention became effective in 2008 and imposes strict liability on shipowners for certain pollution damage. Registered owners of any seagoing vessel and
seaborne craft over 1,000 gross tonnage, of any type whatsoever, and registered in a signatory state (a “State Party”), or entering or leaving a port in the territory of
a State Party, will be required to maintain insurance that meets the requirements of the Bunker Convention and to obtain a certificate issued by a State Party
attesting that such insurance is in force. The state-issued certificate must be carried onboard at all times. P&I clubs in the International Group issue the required
Bunkers Convention “Blue Cards” to enable signatory states to issue certificates. All of our vessels have received “Blue Cards” from their P&I club and are in
possession of a CLC State-issued certificate attesting that the required insurance coverage is in force.
The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and
what effect, if any, such regulation may have on our operations.
European
Union
Environmental
Regulation
of
Vessels
In waters of the EU, our vessels are subject to regulation EU-level directives implemented by the various nations through laws and regulations adopting these
requirements. These laws and regulations prescribe measures to prevent pollution, protect the environment, support maritime safety and set out civil and criminal
penalties that are being progressively incorporated into domestic legislation. For instance, the EU has adopted legislation (EU Directive 2009/16/EC) that: bans
from EU waters manifestly sub-standard vessels (defined as vessels that have been detained twice by EU port authorities, in the preceding two years, after July
2003); creates obligations on the part of EU member port states to inspect at least 24% of vessels using these ports annually; provides for increased surveillance of
vessels posing a high risk to maritime safety or the marine environment; and provides the EU with greater authority and control over classification societies,
including the ability to seek to suspend or revoke the authority of negligent societies. If deficiencies are found that are clearly hazardous to safety, health or the
environment, the state is required to detain the vessel until the deficiencies are addressed. Member states are also required to implement a system of penalties for
breaches of these standards. EU Directive 2009/16/EC introduces a new harmonized and coordinated regime for port state control inspections and from January 1,
2011 a new on-line register to make public both the poorly performing shipping companies (who will attract more intensive and coordinated inspections) and those
with good records. Like the IMO, the EU has adopted regulations phasing out single-hull tankers. All of our tankers are double-hulled.
Several regulatory requirements to use low sulfur fuel are in force or upcoming. See discussion of “low sulfur fuel” regulations above.
Since January 1, 2012 a voluntary ballast water management regime has been operating in the Mediterranean Sea. The regime, which effectively urges ships
to undertake ballast water exchange before entering the Mediterranean Sea, is to remain in place until the BWM Convention comes into force.
The EU is currently considering other proposals to further regulate vessel operations. We cannot predict what additional legislation or regulations, if any,
may be promulgated by the EU or any other country or authority. The trend, however, is towards increasing regulation and our expectation is that requirements will
become more extensive and more stringent over time. If more stringent requirements are put in effect in the future, they may require, individually or in the
aggregate, significant expenditures and could increase our operating costs, potentially affecting financial performance.
North
Sea
Environmental
Regulation
of
Vessels
Our shuttle tankers currently operate in the North Sea and Brazil.
In addition to the regulations imposed by the IMO and the EU, countries having jurisdiction over North Sea areas impose further regulatory requirements on
operations in those areas, including MCA regulations in the United Kingdom and NMD regulations in Norway. These regulatory requirements, together with
additional requirements imposed by operators in North Sea oil fields, require that we make further expenditures for sophisticated equipment, reporting and
redundancy systems on the shuttle tankers and for the training of seagoing staff. Additional regulations and requirements may be adopted or imposed that could
limit our ability to do business or further increase the cost of doing business in the North Sea.
In Norway, the Norwegian Pollution Control Authority requires the installation of volatile organic compound emissions (“VOC”) equipment, on most shuttle
tankers serving the Norwegian continental shelf. The license holders of the oil field are responsible for the costs to ensure that shuttle tankers operating in the field
are using appropriate VOC equipment. In recent contracts, the charterers have requested owners to install such equipment against an increase in the hire rate. We
have installed the VOC equipment required to operate on the Norwegian continental shelf in each of the Fortaleza Knutsen , the Recife Knutsen , the Bodil Knutsen
, the Windsor Knutsen, the Hilda Knutsen, the Torill Knutsen and the Ingrid Knutsen .
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Brazilian
Environmental
Regulation
of
Vessels
In Brazil, the environmental requirements are defined by the field operator and in most cases Petrobras where it is involved. Brazilian environmental law
includes international treaties and conventions to which Brazil is a party, as well as federal, state and local laws, regulations and permit requirements related to the
protection of health and the environment. Brazilian oil and gas business is subject to extensive regulations by several governmental agencies, including the National
Agency for Oil and Gas, the Brazilian Navy and the Brazilian Authority for Environmental Affairs and Renewable Resources. Failure to comply may subject us to
administrative, criminal and civil liability, with strict liability in administrative and civil cases.
United
States
Environmental
Regulation
of
Vessels
In the United States, our operations are subject to federal and state laws and regulations that require us to obtain and maintain specified permits or
governmental approvals; control the discharge of materials into the environment; remove and cleanup materials that may harm the environment; or otherwise
comply with regulations intended to protect the environment. We are subject to the jurisdiction of the U.S. Coast Guard, the National Transportation Safety Board,
the U.S. Customs and Border Protection, the Department of Interior, the Bureau of Ocean Energy Management, and the Bureau of Safety and Environmental
Enforcement, as well as classification societies such as the American Bureau of Shipping. The United States has enacted an extensive regulatory and liability
regime for the protection and cleanup of the environment from oil spills, including discharges of oil cargoes, bunker fuels or lubricants, primarily through the Oil
Pollution Act of 1990 (“OPA 90”) and the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”).
Oil Pollution Act and CERCLA . CERCLA applies to the discharge of “hazardous substances” rather than “oil” and imposes strict joint and several liability
upon the owners, operators or bareboat charterers of vessels for cleanup costs and damages arising from discharges of hazardous substances. We believe that
petroleum products should not be considered hazardous substances under CERCLA, but additives to oil or lubricants used on vessels might fall within its scope.
OPA 90 affects all owners, bareboat charterers and operators whose vessels trade to the United States or its territories or possessions or whose vessels
operate in U.S. waters, which include the U.S. territorial sea and 200-mile exclusive economic zone around the United States.
Under OPA 90, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless the oil spill
results solely from the act or omission of a third party, an act of God or an act of war and the responsible party reports the incident and reasonably cooperates with
the appropriate authorities) for all containment and cleanup costs and other damages arising from discharges or threatened discharges of oil from their vessels.
These other damages are defined broadly to include:
•
•
•
•
•
•
natural resources damages and the related assessment costs;
real and personal property damages;
net loss of taxes, royalties, rents, fees and other lost revenues;
lost profits or impairment of earning capacity due to property or natural resources damage;
net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards; and
loss of subsistence use of natural resources.
OPA 90 limits the liability of responsible parties in an amount it periodically updates. The liability limits do not apply if the incident was proximately caused
by violation of applicable U.S. federal safety, construction or operating regulations, including IMO conventions to which the United States is a signatory, or by the
responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection
with the oil removal activities. Liability under CERCLA is also subject to limits unless the incident is caused by gross negligence, willful misconduct or a violation
of certain regulations. We currently maintain for each of our vessel’s pollution liability coverage in the maximum coverage amount of $1 billion per incident. A
catastrophic spill could exceed the coverage available, which could harm our business, financial condition and results of operations.
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Under OPA 90, with limited exceptions, all newly built or converted tankers delivered after January 1, 1994 and operating in U.S. waters must be double-
hulled. All of our tankers are double-hulled. OPA 90 also requires owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of
financial responsibility in an amount at least equal to the relevant limitation amount for such vessels under the statute. The U.S. Coast Guard has implemented
regulations requiring that an owner or operator of a fleet of vessels must demonstrate evidence of financial responsibility in an amount sufficient to cover the vessel
in the fleet having the greatest maximum limited liability under OPA 90 and CERCLA. Evidence of financial responsibility may be demonstrated by insurance,
surety bond, self-insurance, guaranty or an alternate method subject to approval by the U.S. Coast Guard. Under the self-insurance provisions, the shipowner or
operator must have a net worth and working capital, measured in assets located in the United States against liabilities located anywhere in the world, that exceeds
the applicable amount of financial responsibility. We have complied with the U.S. Coast Guard regulations by using self-insurance for certain vessels and obtaining
financial guaranties from a third party for the remaining vessels. If other vessels in our fleet trade to the United States in the future, we expect to provide guaranties
through self-insurance or obtain guaranties from third-party insurers.
OPA 90 and CERCLA permit individual U.S. states to impose their own liability regimes with regard to oil or hazardous substance pollution incidents
occurring within their boundaries, and some states have enacted legislation providing for unlimited strict liability for spills. Several coastal states, such as
California, Washington and Alaska require state-specific evidence of financial responsibility and vessel response plans. We intend to comply with all applicable
state regulations in the ports where our vessels call.
Owners or operators of vessels, including tankers operating in U.S. waters are required to file vessel response plans with the U.S. Coast Guard, and their
tankers are required to operate in compliance with their U.S. Coast Guard approved plans. Such response plans must, among other things:
•
address a “worst case” scenario and identify and ensure, through contract or other approved means, the availability of necessary private response resources to
respond to a “worst case discharge;”
describe crew training and drills; and
identify a qualified individual with full authority to implement removal actions.
•
•
In addition, we conduct regular oil spill response drills in accordance with the guidelines set out in OPA 90. The U.S. Coast Guard has announced it intends
to propose similar regulations requiring certain vessels to prepare response plans for the release of hazardous substances. OPA 90 and CERCLA do not preclude
claimants from seeking damages resulting from the discharge of oil and hazardous substances under other applicable law, including maritime tort law. The
application of this doctrine varies by jurisdiction.
Clean Water Act . The United States Clean Water Act (“CWA”) prohibits the discharge of oil or hazardous substances in United States navigable waters
unless authorized by a permit or exemption, and imposes strict liability in the form of penalties for unauthorized discharges. The CWA also imposes substantial
liability for the costs of removal, remediation and damages and complements the remedies available under OPA 90 and CERCLA. The U.S. Environmental
Protection Agency (the “EPA”) has enacted rules governing the regulation of ballast water discharges and other discharges incidental to the normal operation of
vessels within U.S. waters. This permit, which the EPA has designated as the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels
(the “VGP”), incorporates the current U.S. Coast Guard requirements for ballast water management as well as supplemental ballast water requirements, and
includes limits applicable to 26 specific discharge streams, such as deck runoff, bilge water and gray water.
The EPA updated the VGP in 2013 to incorporate numeric effluent limits for ballast water expressed as the maximum concentration of living organisms in
ballast water, as opposed to the prior non-numeric requirements. These requirements correspond with the IMO’s requirements under the BWM Convention, as
discussed above. The permit also contains maximum discharge limitations for biocides and residuals. The numeric effluent limits in the new VGP will not apply to
all vessels. Those that will be required to comply with the numeric limits will do so under a staggered implementation schedule. Certain existing vessels must
achieve the numeric effluent limits for ballast water by the first drydocking after January 1, 2014 or January 1, 2016, depending on the vessel size. Newbuilds are
subject to the numeric limits upon the effective date of the new permit. Vessels that have deferred deadlines for meeting the numeric standards must meet Best
Management Practices, which are substantially similar to the requirements under the previous VGP.
The new VGP includes a tiered requirement for obtaining coverage based on the size of the vessel and the amount of ballast water carried. Vessels that are
300 gross tons or larger and have the capacity to carry more than eight cubic meters of ballast water must submit notices of intent (“NOIs”) to receive permit
coverage between six and nine months after the permit’s issuance date. Vessels that do not need to submit NOIs are automatically authorized under the permit.
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In addition to the requirements in the new VGP, vessel owners and operators must meet 25 sets of state-specific requirements under the CWA’s § 401
certification process. Because the CWA § 401 process allows tribes and states to impose their own requirements for vessels operating within their waters, vessels
operating in multiple jurisdictions could face potentially conflicting conditions specific to each jurisdiction that they travel through.
While we do not believe that the costs associated with obtaining the newly required permits and meeting related treatment requirements will be material, it is
difficult to predict the overall impact of CWA permitting requirements on our business at this stage. In addition, state-specific requirements under the CWA’s § 401
and any similar restrictions enacted in the future could increase our costs of operating in the relevant waters.
NISA . On March 23, 2012, the U.S. Coast Guard issued a final rule establishing standards for the allowable concentration of living organisms in ballast
water discharged in U.S. waters and requiring the phase-in of U.S. Coast Guard approved ballast water management systems. The rule went into effect on June 21,
2012 and adopts ballast water discharge standards for vessels calling on U.S. ports and intending to discharge ballast water equivalent to those set in IMO’s BWM
Convention. The final rule requires that ballast water discharge have no more than ten living organisms per milliliter for organisms between ten and 50 micrometers
in size. For organisms larger than 50 micrometers, the discharge can have no more than ten living organisms per cubic meter of discharge. New ships constructed
on or after December 1, 2013 must comply with these ballast water treatment standards and some existing ships must comply by their first drydock after January 1,
2014. Pursuant to a newly issued policy from September 2015, the U.S. Coast Guard currently will extend this implementation schedule only where compliance has
been demonstrated not to be possible.
Clean Air Act . The United States Clean Air Act requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other
air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes in regulated port areas and emission standards for so-called
“Category 3” marine diesel engines operating in U.S. waters. The marine diesel engine emission standards are currently limited to 2004 model year engines and
newer and are equivalent to those adopted in the amendments to Annex VI to MARPOL. Compliance with these standards may cause us to incur costs to install
control equipment on our vessels in the future. In February 2015, the EPA amended its marine diesel engine requirements to temporarily allow marine equipment
manufacturers to use allowances if a compliant marine engine is not available. Compliance with these standards may cause us to incur costs to install control
equipment on our vessels in the future.
Trends in Environmental Regulation in the United States . Numerous governmental agencies issue regulations to implement and enforce the laws of the
applicable jurisdiction, which often involve lengthy permitting procedures, impose difficult and costly compliance measures, particularly in ecologically sensitive
areas, and subject operators to substantial administrative, civil and criminal penalties or may result in injunctive relief for failure to comply. Some of these laws
contain criminal sanctions in addition to civil penalties. Changes in environmental laws and regulations occur frequently, and any changes that result in more
stringent and costly compliance or limit contract drilling opportunities, including changes in response to a serious marine incident that results in significant oil
pollution or otherwise causes significant adverse environmental impact, such as the April 2010 Macondo well blowout incident, could adversely affect our financial
results. Although significant capital expenditures may be required to comply with these governmental laws and regulations, such compliance has not materially
adversely affected our earnings or competitive position. We believe that we are currently in compliance in all material respects with the environmental regulations
to which we are subject.
We may also be affected by or subject to permitting and other requirements under a variety of other environmental laws not discussed above, such as the
Endangered Species Act, Marine Mammal Protection Act and National Environmental Policy Act.
Greenhouse
Gas
Regulation
In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change (the “Kyoto Protocol”) entered into force. Pursuant
to the Kyoto Protocol, adopting countries are required to implement national programs to reduce emissions of greenhouse gases. Currently, the emissions of
greenhouse gases from international shipping are not subject to the Kyoto Protocol. However, international negotiations are continuing with respect to a successor
to the Kyoto Protocol and restrictions on shipping emissions may be included in any new treaty.
On July 15, 2011, the IMO approved mandatory measures to reduce emissions of greenhouse gases from international shipping. The amendments to Annex
VI to MARPOL for the prevention of air pollution from ships add a new Chapter 4 to Annex VI on energy efficiency requiring the Energy Efficiency Design Index
(“EEDI”) for new ships, and the Ship Energy Efficiency Management Plan (“SEEMP”) for all ships. The regulations apply to all ships of 400 gross tonnage and
above and are entered into force on January 1, 2013. These new rules will likely affect the operations of vessels that are registered in countries that are signatories
to Annex VI to MARPOL or vessels that call upon ports located within such countries. The implementation of the EEDI and SEEMP standards could cause us to
incur additional compliance costs. The IMO is also considering the development of a market-based mechanism for greenhouse gas emissions from ships, but it is
impossible to predict the likelihood that such a standard might be adopted or its potential impact on our operations at this time. The EU has indicated that it intends
to implement regulation in an effort to limit emissions of greenhouse gases from vessels if such emissions are not regulated through the IMO.
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In the United States, the EPA issued an “endangerment finding” regarding greenhouse gases under the Clean Air Act. While this finding in itself does not
impose any requirements on our industry, it authorizes the EPA to regulate directly greenhouse gas emissions through a rule-making process. The EPA has already
been petitioned by the California Attorney General to regulate greenhouse gas emissions from oceangoing vessels. In addition, climate change initiatives are being
considered in the United States Congress and by individual states. In June 2013, the European Commission developed a strategy to integrate maritime emissions
into the overall European Union strategy to reduce greenhouse gas emissions. In accordance with this strategy, in April 2015 the European Parliament and Council
adopted regulations requiring large vessels using European Union ports to monitor, report and verify their carbon dioxide emissions beginning in January 2018.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the United States, the EU, Norway, Brazil or other countries where we
operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could have a significant financial
and operational impact on our business, including requiring us to make significant financial expenditures that we cannot predict with certainty at this time. In
addition, even without such regulation, our business may be indirectly affected to the extent that climate change results in sea level changes or more intense
weather events.
Vessel
Security
Regulation
Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the
Maritime Transportation Security Act of 2002 (the “MTSA”), came into effect in the United States. To implement certain portions of the MTSA, in July 2003, the
U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of
the United States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The
new chapter came into effect in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the
ISPS. The ISPS is designed to protect ports and international shipping against terrorism. After July 1, 2004, to trade internationally, a vessel must maintain an
International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state.
Among the various requirements are:
•
onboard installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among
similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status;
•
•
•
•
onboard installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
the development of vessel security plans;
a ship identification number to be permanently marked on a vessel’s hull;
a continuous synopsis record kept onboard showing a vessel’s history, including the name of the ship and of the state whose flag the ship is entitled to fly, the
date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered
owner(s) and their registered address; and
•
compliance with flag state security certification requirements.
The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from the MTSA vessel security
measures provided such vessels have onboard a valid ISSC that attests to the vessel’s compliance with SOLAS security requirements and the ISPS. KNOT has
implemented the various security measures addressed by the MTSA, SOLAS and the ISPS.
Legal Proceedings
From time to time we have been, and expect to continue to be, subject to legal proceedings and claims in the ordinary course of our business, principally
personal injury and property casualty claims. These claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.
We are not aware of any legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on us.
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Taxation of the Partnership
Certain of our subsidiaries are subject to taxation in the jurisdictions in which they are organized, conduct business or own assets. We intend that our
business and the business of our subsidiaries will be conducted and operated in a manner designed to minimize the tax imposed on us and our subsidiaries.
However, we cannot assure this result as tax laws in these or other jurisdictions may change or we may enter into new business transactions relating to such
jurisdictions, which could affect our tax liability.
Marshall
Islands
Because we and our subsidiaries do not conduct business or operations in the Republic of the Marshall Islands, neither we nor our subsidiaries are subject to
income, capital gains, profits or other taxation under current Marshall Islands law, and we do not expect this to change in the future. As a result, distributions
KNOT UK receives from its subsidiary, distributions that such subsidiary receives from the operating subsidiaries, and distributions we receive from KNOT UK,
are not expected to be subject to Marshall Islands taxation.
United
States
We have elected to be treated as a corporation for U.S. federal income tax purposes. As a result, we are subject to U.S. federal income tax to the extent we
earn income from U.S. sources or income that is treated as effectively connected with the conduct of a trade or business in the United States unless such income is
exempt from tax under an applicable treaty or Section 883 of the Code. Because our fleet is owned by subsidiaries resident in Norway, we expect that we qualify
for an exemption from U.S. federal income tax on any U.S. source gross transportation income we earn by virtue of the application of the U.S.-Norway Tax Treaty,
and we intend to take this position for U.S. federal income tax purposes.
Norway
We are treated as fiscally transparent for Norwegian tax purposes and expect to organize our affairs and conduct our business in a manner such that we, and
our remaining subsidiaries that are not organized under the laws of the Kingdom of Norway, are not subject to a material amount of Norwegian taxes.
Our vessel-owning subsidiaries have been organized under the laws of the Kingdom of Norway, and we have elected to be subject to the tonnage tax regime
in Norway. Pursuant to this regime, our vessel-owning subsidiaries will be subject to Norwegian tax based upon the net tonnage of their available cargo space
rather than income generated from operating the vessels (i.e., operating income), which is tax free. Based upon the cargo space of our current vessels and the
applicable rate of taxation, we expect our Norwegian subsidiaries to be liable for approximately $137,000 of Norwegian tonnage tax for the year ended
December 31, 2016. In addition, under the tonnage tax regime, other income such as net financial income and expense (i.e. income not generated from operating
the vessels) is subject to the regular corporate income tax rate.
United
Kingdom
Although we are managed and controlled in the United Kingdom, we have obtained confirmation from HM Revenue & Customs that we are treated as a
transparent partnership for United Kingdom tax purposes. Accordingly, we are not subject to UK tax in our own name, but rather any partners subject to UK tax
will be taxed on their share of our profits.
Our general partner and KNOT UK expect to be a resident of the United Kingdom for taxation purposes subject to tax on ordinary income. Nonetheless,
these companies are primarily expected to earn dividend income from our controlled affiliates, which should generally be exempt from United Kingdom taxation
under applicable exemptions for distributions from subsidiaries.
Employees
We directly employ one onshore employee and no seagoing employees. As of December 31, 2015, KNOT employed (directly and through ship managers)
approximately 248 seagoing staff to serve on our vessels. KNOT and its affiliates may employ additional seagoing staff to assist us as we grow. KNOT, through
certain of its subsidiaries, provides onshore advisory, commercial, technical and operational support to our operating subsidiaries pursuant to the technical
management agreements and management and administration agreements. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party
Transactions.”
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We and KNOT regard attracting and retaining motivated seagoing personnel as a top priority. KNOT offers seafarers competitive employment packages and
opportunities for personal and career development, which relates to a philosophy of promoting internally. The officers operating our vessels are engaged on
individual employment contracts, and we have entered into collective bargaining agreements that cover substantially all of the sailing personnel that operate the
vessels in our current fleet, which are flagged in Norway, the Isle of Man, Malta, Denmark, United Kingdom or the Bahamas. We believe our relationships with
these labor unions are good. Our commitment to training is fundamental to the development of the highest caliber of seafarers for our marine operations. KNOT’s
cadet training approach is designed to balance academic learning with hands-on training at sea. KNOT trains personnel mainly in Norway and the Philippines and
at institutions that utilize ship handling, dynamic positioning and cargo handling simulators. After receiving formal instruction at one of these institutions, our
seafarers’ training continues onboard one of KNOT’s vessels. Additional vessel and equipment training and courses are arranged in accordance with our training
policies and the training requirements of our charterers. We believe that high-quality crewing and training policies will play an increasingly important role in
distinguishing the larger, independent shipping companies with shuttle tanker experience from those that are newcomers and lack experienced, in-house staff and
established expertise on which to base their customer service and safety operations.
C. Organizational Structure
We are a publicly traded limited partnership formed on February 21, 2013.
The diagram below depicts our simplified organizational and ownership structure as of March 18, 2016.
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(1)
Each of our vessels are owned by certain vessel-owning subsidiaries.
We listed our common units on the New York Stock Exchange (“NYSE”) in April 2013 under the ticker symbol “KNOP.”
We were formed under the law of the Marshall Islands and maintain our principal executive headquarters at 2 Queen’s Cross, Aberdeen, Aberdeenshire,
AB15 4YB, United Kingdom. Our telephone number at that address is +44 (0) 1224 618420. Our principal administrative offices are located at 2 Queen’s Cross,
Aberdeen, Aberdeenshire, AB15 4YB, United Kingdom.
A full list of our significant operating and vessel-owning subsidiaries is included in Exhibit 8.1.
D. Property, Plants and Equipment
Other than the vessels in our current fleet, we do not have any material property.
Item 4A. Unresolved Staff Comments
Not applicable.
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Item 5. Operating and Financial Review and Prospects
The following should be read in conjunction with “Item 3. Key Information—Selected Financial Data,” “Item 4. Information on the Partnership” and the
consolidated and combined carve-out financial statements and accompanying notes included in this Annual Report. Among other things, those financial statements
include more detailed information regarding the basis of presentation for the following information. Our financial statements have been prepared in accordance
with U.S. GAAP and are presented in U.S. Dollars.
The following discussion assumes that our business was operated as a separate entity prior to the closing of our IPO on April 15, 2013. References in this
Annual Report to our “initial fleet” refer to the Fortaleza Knutsen , the Recife Knutsen , the Windsor Knutsen and the Bodil Knutsen , all of which were contributed
to us at or prior to our IPO. The historical financial statements for periods prior to the closing of our IPO on April 15, 2013, which are discussed below, have been
carved out of the consolidated financial statements of KNOT, which operated the vessels in our initial fleet for periods prior to our IPO.
Our financial position, results of operations and cash flows reflected in our financial statements include all expenses allocable to our business, but may not be
indicative of those that would have been achieved had we operated as a separate public entity for all periods presented or of future results.
In August 2013, we acquired KNOT’s 100% interest in the company that owns and operates the shuttle tanker, the Carmen Knutsen .
In June 2014, we acquired KNOT’s 100% interest in the companies that own and operate the shuttle tankers, the Hilda Knutsen and the Torill Knutsen .
In December 2014, we acquired KNOT’s 100% interest in the company that owns and operates the shuttle tanker, the Dan Cisne .
In June 2015, we acquired KNOT’s 100% interest in the company that owns and operates the shuttle tanker, the Dan Sabia .
In October 2015, we acquired KNOT’s 100% interest in the company that owns and operates the shuttle tanker, the Ingrid Knutsen .
Overview
We were formed in February 2013 as a limited partnership under the laws of the Republic of the Marshall Islands to own and operate shuttle tankers under
long-term charters. Our initial fleet of shuttle tankers was contributed to us by KNOT, a leading independent owner and operator of shuttle tankers. Our current
fleet consists of ten shuttle tankers. Under the Omnibus Agreement, we have the option to purchase the Raquel Knutsen from KNOT at any time within 24 months
after KNOT notifies our board of directors of its acceptance by its charterer. Pursuant to the Omnibus Agreement, we also have the right to purchase from KNOT
any shuttle tankers operating under charters of five or more years.
On April 18, 2013, we completed our IPO. In connection with our IPO, we sold 8,567,500 common units to the public, through the underwriters, at a price of
$21.00 per unit, and issued to KNOT 8,567,500 subordinated units and all of our incentive distribution rights. As of March 18, 2016, KNOT owned a 31.2% limited
partner interest in us and, through its ownership of our general partner, a 2.01% general partner interest in us, as well as our incentive distribution rights.
Significant Developments in 2015
Equity
offering
On June 2, 2015, we sold 5,000,000 common units, representing limited partner interests, in an underwritten public offering (the “June 2015 Offering”). In
connection with the June 2015 Offering, the general partner contributed a total of $2.4 million in order to maintain its 2% general partner interest in the Partnership.
The Partnership’s total net proceeds for the June 2015 Offering and the related general partner contribution were $116.6 million. For more information, please read
Note 23—Equity Offerings in the consolidated and combined carve-out financial statements included in this Annual Report.
We used the net proceeds from the June 2015 Offering and related capital contribution by our general partner to fund the cash portion of the purchase price
of the company that owns and operates the Dan Sabia, to repay indebtedness and for general partnership purposes.
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Acquisitions
On June 15, 2015, we completed the acquisition of the ownership interests in the company that owns and operates the shuttle tanker Dan Sabia from KNOT
for a consideration of $103.0 million less approximately $64.5 million of outstanding indebtedness related to the vessel and other purchase price adjustments of
$2.7 million. For more information, please read Note 22—Business Acquisitions in the consolidated and combined carve-out financial statements included in this
Annual Report. The cash portion of the purchase price was financed with the proceeds from the June 2015 Offering. The Dan Sabia is operating in Brazil under a
12-year bareboat charter with Transpetro. The charter commenced upon delivery of the Dan Sabia in January 2012 and will terminate in 2024.
On October 15, 2015, we completed the acquisition of the ownership interests in the company that owns and operates the shuttle tanker Ingrid Knutsen from
KNOT for consideration of $115.0 million, net of $104.5 million of outstanding indebtedness related to the vessel. The purchase price was subsequently adjusted
by a working capital adjustment of $2.4 million. The cash portion of the purchase price was financed with cash on hand. The Ingrid Knutsen is operating in the
North Sea under a 10-year time charter with ExxonMobil, which will expire in the first quarter of 2024. The charterer has options to extend the charter for five one-
year periods.
Common
Unit
Purchase
Program
In August, 2015, the Partnership’s board of directors authorized a program for the Partnership to repurchase up to 666,667 of its common units. The board of
directors of our general partner concurrently authorized our general partner to purchase up to 333,333 common units of the Partnership. As of both December 31,
2015 and March 18, 2016, the Partnership and our general partner had purchased 180,906 and 90,368 common units, respectively, at an average purchase price of
$12.71 per unit.
Changes
in
Board
and
Management
In May 2015, John Costain resigned from our board of directors and on June 1, 2015, Mr. Costain became our Chief Executive Officer and Chief Financial
Officer. Simon Bird was appointed by the remaining elected directors to replace Mr. Costain as the Class III elected director to serve until the annual meeting of
unitholders in 2016.
In May 2015, Mr. Edward Waryas was appointed chairman of the conflicts committee and Mr. Hans Petter Aas was appointed as a member of the conflicts
committee. Mr. Aas was also appointed chairman of the audit committee and Mr. Waryas was appointed as a new member of the audit committee in addition to the
existing member, Mr. Andrew Beveridge.
Our Charters
We generate revenues by charging customers for the transportation of their crude oil using our vessels. These services are provided under the following basic
types of contractual relationships:
•
Time charters , whereby the vessels that we operate and are responsible for the crewing of are chartered to customers for a fixed period of time at hire rates
that are either fixed for the firm period of the time charter with escalations to be made in case of option periods or that increase annually based on a fixed
percentage increase or fixed schedule in order to enable us to offset expected increases in operating costs. Under our time charters, hire rate payments may be
reduced if the vessel does not perform to certain of its specifications, such as if the average vessel speed falls below a guaranteed speed or the amount of fuel
consumed to power the vessel under normal circumstances exceeds a guaranteed amount, and the customer is generally responsible for any voyage expenses
incurred; and
•
Bareboat charters , whereby customers charter our vessels for a fixed period of time at hire rates that are generally fixed, but the customers are responsible
for the vessel operation and bear the operating and voyage expenses, including crewing and other operational services.
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The table below compares the primary features of a time charter and a bareboat charter:
Typical charter length
Hire rate basis(1)
Voyage expenses(2)
Vessel operating expenses(2)
Off-hire(3)
Time Charter
One year or more
Daily
Customer pays
Owner pays
Varies
Bareboat Charter
One year or more
Daily
Customer pays
Customer pays
Customer typically pays
(1)
(2)
(3)
“Hire rate” refers to the basic payment from the charterer for the use of the vessel.
Defined below under “—Important Financial and Operational Terms and Concepts.”
“Off-hire” refers to the time a vessel is not available for service. Our time charters contain provisions whereby the customer is generally not required to pay
the hire rate during off-hire. Our bareboat charters do not contain such provisions.
Employment
of
Our
Fleet
The following table describes the operations of the vessels in our fleet.
Vessel
Fortaleza Knutsen
Recife Knutsen
Bodil Knutsen
Windsor Knutsen
Carmen Knutsen
Hilda Knutsen
Torill Knutsen
Dan Cisne
Dan Sabia
Ingrid Knutsen
Description of Historical Operations
Delivered in March 2011. Has operated under a long-term bareboat charter with Transpetro since delivery. Included in the
Partnership’s initial fleet.
Delivered in August 2011. Has operated under a long-term bareboat charter with Transpetro since delivery. Included in the
Partnership’s initial fleet.
Delivered in February 2011. Completed an interim spot voyage and testing prior to commencing operations under a long-term time
charter with Statoil in May 2011. Included in the Partnership’s initial fleet.
Delivered in May 2007. Operated as a conventional oil tanker under short-term time charters and in the spot market from its
delivery until commencement of retrofitting in November 2010. Following completion of its retrofitting as a shuttle tanker,
operated under a long-term time charter with BG Group from April 2011 until July 2014. From July 2014 operated under a charter
with KNOT until the vessel commenced on a long term time charter with BG Group in October 2015.
Delivered in January 2013. Has operated under a long-term time charter with Repsol since delivery. Acquired by the Partnership in
August 2013.
Delivered in August 2013. Has operated under a long-term time charter with ENI, which commenced on delivery. Acquired by the
Partnership in June 2014.
Delivered in November 2013. Has operated under a long-term time charter with ENI, which commenced on delivery. Acquired by
the Partnership in June 2014.
Delivered in September 2011. Has operated under a long-term bareboat charter with Transpetro, which commenced on delivery.
Acquired by the Partnership in December 2014.
Delivered in January 2012. Has operated under a long-term bareboat charter with Transpetro, which commenced on delivery.
Acquired by the Partnership in June 2015.
Delivered in December 2013 and commenced on long-term time charter with ExxonMobil in February 2014. Acquired by the
Partnership in October 2015.
Market Overview and Trends
As of February 2016, the shuttle tanker market consisted of approximately 80 vessels and was characterized by long-term charters with offshore oil
producers. Most shuttle tankers are in the North Sea and offshore Brazil. Demand for shuttle tankers is based on offshore oilfield development and up to mid-2014,
higher oil prices and a positive long-term offshore oil outlook led to increased activity. However, for the past two years, oil companies have experienced delays in
oil production start-up both in the North Sea and Brazil. This has led to a temporary overcapacity, however we have noted that the delaying effect is reducing and
as there is no speculative ordering, the market is coming close to being balanced. While this has led to reduced activity for vessels without fixed charters, we
believe vessels on fixed charters have not been affected. Due to the age structure of the fleet, the lack of speculative contracting and the relatively high number of
projects under development, we believe the medium to long-term outlook continues to be positive and tendering activity for new projects is expected in 2016. For
2015, one new shuttle tanker contract was awarded to Brazilian operations and three shuttle contracts were awarded for Canadian operations. There were no new
shuttle tanker contracts awarded for the North Sea operations during 2015.
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Oil prices declined significantly in the latter part of 2014 and in 2015 due to a range of factors, notably the increase in US shale oil production, increased
production from certain OPEC states and a slowdown in demand from Europe and Asia. Due to the fact that there are a number of existing offshore projects already
under development where shuttle tankers are required, the decline in oil prices is not expected to materially affect the shuttle tanker market for the next two to three
years. However, longer term oil prices will determine the impact on the growth of offshore oil production activity when existing projects and projects under
development are completed.
Items You Should Consider When Evaluating Our Historical Financial Performance and Assessing Our Future Prospects
You should consider the following facts when evaluating our historical results of operations and assessing our future prospects:
•
•
•
•
•
•
The
size
of
our
fleet
continues
to
change.
Our historical results of operations reflect changes in the size and composition of our fleet due to our acquisitions
of the Carmen Knutsen, the Hilda Knutsen, the Torill Knutsen , the Dan Cisne , the Dan Sabia and the Ingrid Knutsen .
We
may
enter
into
different
financing
agreements.
Our financing agreements currently in place may not be representative of the agreements we will enter
into in the future. For example, we may amend our existing credit facilities or enter into new financing agreements. For descriptions of our current financing
agreements, please read “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Borrowing Activities.”
Our
results
are
affected
by
fluctuations
in
the
fair
value
of
our
derivative
instruments.
The change in fair value of our derivative instruments is included in
our net income as our derivative instruments are not designated as hedges for accounting purposes. These changes may fluctuate significantly as interest rates
fluctuate. Please read Note 10—Derivative Instruments in the consolidated and combined carve-out financial statements included in this Annual Report. The
unrealized gain or losses related to the change in fair value of our derivatives do not impact our cash flows.
Our
historical
results
of
operations
are
affected
by
fluctuations
in
currency
exchange
rates.
All of the vessels in our fleet are on time charters and bareboat
charters with hire rates payable in U.S. Dollars. Approximately 45%, 43% and 34% of the vessel operating expenses related to our vessels operating under
time charters are denominated in U.S. Dollars and approximately 45%, 47% and 56% of such vessel operating expenses are denominated in Norwegian
Kroner (“NOK”), for the years ended December 31, 2015, 2014 and 2013, respectively. The composition of our vessel operating expenses may vary over
time depending upon the location of future charters and/or the composition of our crews. All of our financing and interest expenses are also denominated in
U.S. Dollars. We anticipate that all of our future financing agreements will also be denominated in U.S. Dollars.
Our
historical
results
of
operations
prior
to
our
IPO
reflect
allocated
administrative
costs
that
may
not
be
indicative
of
future
administrative
costs.
The
administrative costs included in our historical results of operations for periods prior to our IPO in April 2013 have been determined by allocating certain of
KNOT’s administrative costs, after deducting costs directly charged to KNOT’s subsidiaries for services provided by the administrative staff and shareholder
costs, to us principally based on the size of our fleet in relation to the size of KNOT’s fleet. In connection with the closing of our IPO, we entered into an
administrative services agreement with KNOT UK, pursuant to which KNOT UK provides us with certain administrative services. KNOT UK is permitted to
subcontract certain of the administrative services provided under this agreement to KOAS UK, KOAS and KNOT Management. We reimburse KNOT UK,
and KNOT UK reimburses KOAS UK, KOAS and KNOT Management, as applicable, for their reasonable costs and expenses incurred in connection with
the provision of the services subcontracted to KOAS UK, KOAS and KNOT Management under the administrative services agreement. In addition, KNOT
UK pays to KOAS UK, KOAS and KNOT Management, as applicable, a service fee in U.S. Dollars equal to 5% of the costs and expenses incurred in
connection with providing services.
We
are
subject
to
a
one-time
entrance
tax
into
the
Norwegian
tonnage
tax
regime.
Our Norwegian subsidiaries are subject to a one-time entrance tax into
the tonnage tax regime due to our acquisition in 2013 of the shares in the subsidiary that owns the Fortaleza Knutsen and the Recife Knutsen . The entrance
tax arises when the related party seller is taxed under the ordinary tax regime, and the buyer is taxed under the tonnage tax regime. The tax is based on the
difference between the market value of the shares and the seller’s tax value of the shares as of the date of contribution. The entrance tax on this gain is
payable over several years and is calculated by multiplying the Norwegian tax rate by the declining balance of the gain, which will decline by 20% each year.
The Norwegian corporate tax rate has been reduced from 28% in 2013 to 27% for 2014 and 2015.
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•
Our
historical
results
of
operations
reflect
income
taxes
for
part
of
the
activities
under
the
ordinary
tax
regime
in
Norway.
Our Norwegian subsidiaries are
subject only to Norwegian tonnage tax rather than a combination of ordinary taxation and tonnage taxation as reflected in the consolidated and combined
carve-out financial statements and accompanying notes included in this Annual Report. Under the tonnage tax regime, the tonnage tax is based on the
tonnage of the vessel, and operating income is tax free. Tonnage tax is calculated based on the vessel’s net tonnage (in thousands), according to its certificate,
multiplied by the days in operation and the applicable dayrate. The net financial income and expense remains taxable as ordinary income tax at the regular
corporate income tax rate of 27% for Norwegian subsidiaries subject to the tonnage tax regime.
Factors Affecting Our Results of Operations
We believe the principal factors that will affect our future results of operations include:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our ability to successfully employ our vessels at economically attractive hire rates as long-term charters expire or are otherwise terminated;
our ability to maintain good relationships with our existing customers and to increase the number of customer relationships;
whether our customers, exercise their options to extend their time charters;
the number and availability of our vessels, including our ability to exercise the option to purchase the Raquel Knutsen ;
the level of demand for shuttle tanker services;
the hire rate earned by our vessels, unscheduled off-hire days and the level of our vessel operating expenses;
the effective and efficient technical management of our vessels;
our ability to obtain and maintain major oil and gas company approvals and to satisfy their technical, health, safety and compliance standards;
economic, regulatory, political and governmental conditions that affect the offshore marine transportation industry;
interest rate changes;
mark-to-market changes in interest rate swap contracts and foreign currency derivatives, if any;
foreign currency exchange gains and losses;
our access to capital required to acquire additional vessels and/or to implement our business strategy;
increases in crewing and insurance costs;
the level of debt and the related interest expense; and
the level of any distribution on our common units.
Please read “Item 3. Key Information—Risk Factors” for a discussion of certain risks inherent in our business.
Important Financial and Operational Terms and Concepts
We use a variety of financial and operational terms and concepts when analyzing our performance. These include the following:
Time
Charter
and
Bareboat
Revenues.
Revenues from time charters and bareboat charters are recognized as operating leases on a straight-line basis over the
term of the charter, net of any commissions. Under time charters, revenue is not recognized during days a vessel is off-hire. Revenue is recognized from delivery of
the vessel to the charterer until the end of the lease term. Under time charters, we are responsible for providing the crewing and other services related to the vessel’s
operation, the cost of which is included in the daily hire rate, except when off-hire. Under bareboat charters, we provide a specified vessel for a fixed period of time
at a specified hire rate. Revenues are affected by hire rates and the number of days a vessel operates as well as the mix of business between time charters and
bareboat charters.
Voyage
Expenses.
Voyage expenses are all expenses unique to a particular voyage, including any bunker fuel expenses, port fees, cargo loading and
unloading expenses, canal tolls and agency fees. Voyage expenses are typically paid by the customer under time charters and bareboat charters. Voyage expenses
are paid by the shipowner during spot contracts and periods of off-hire and are recognized when incurred.
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Vessel
Operating
Expenses.
Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oil and communication expenses.
Vessel operating expenses are generally paid by the shipowner under time charters and spot contracts and are recognized when incurred. Vessel operating expenses
are paid by the customer under bareboat charters.
Off-hire.
Under our time charters, when the vessel is off-hire, or not available for service, the customer generally is not required to pay the hire rate, and the
shipowner is responsible for all costs. Prolonged off-hire may lead to a termination of the time charter. A vessel generally will be deemed off-hire if there is a loss
of time due to, among other things, operational deficiencies, drydocking for repairs, maintenance or inspection, equipment breakdowns, delays due to accidents,
crewing strikes, certain vessel detentions or similar problems or the shipowner’s failure to maintain the vessel in compliance with its specifications and contractual
standards or to provide the required crew. Our bareboat charters do not contain provisions for off-hire. We have obtained loss of hire insurance to protect us against
loss of income in the event one of our vessels cannot be employed due to damage that is covered under the terms of our hull and machinery insurance. Under our
loss of hire policies, our insurer generally will pay us the hire rate agreed in respect of each vessel for each day in excess of 14 days and with a maximum period of
180 days.
Drydocking.
We must periodically drydock each of our vessels for inspection, repairs and maintenance and any modifications required to comply with
industry certification or governmental requirements. In accordance with industry certification requirements, we drydock our vessels at least every 60 months until
the vessel is 15 years old, after which drydocking takes place at least every 30 months thereafter as required for the renewal of certifications required by
classification societies. For vessels operating on time charters, we capitalize the costs directly associated with the classification and regulatory requirements for
inspection of the vessels, major repairs and improvements incurred during drydocking that increase the earnings capacity or improve the efficiency or safety of the
vessels. We expense costs related to routine repairs and maintenance performed during drydocking or as otherwise incurred. For vessels operating on bareboat
charters, the customer bears the cost of any drydocking. The number of drydockings undertaken in a given period and the nature of the work performed determine
the level of drydocking expenditures.
Depreciation.
Depreciation on vessels and equipment is calculated on a straight-line basis over the asset’s estimated useful life of 25 years for the hull and
equipment, less an estimated residual value. Drydocking cost is depreciated on a straight-line basis over the period until the next planned drydocking takes place.
For vessels that are newly built or acquired, an element of the cost of the vessel is allocated initially to a drydock component and depreciated on a straight-line basis
over the period until the next planned drydocking. When significant drydocking expenditures occur prior to the expiration of this period, we expense the remaining
balance of the original drydocking cost in the month of the subsequent drydocking.
Impairment
of
Long-Lived
Assets.
Vessels and equipment, vessels under construction and intangible assets subject to amortization are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-
lived asset or asset group to be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that asset or asset group to
its carrying value. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that
the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market
values and third-party independent appraisals, as considered necessary.
Other
Finance
Expense.
Other finance expense includes external bank fees, financing service fees paid to related parties and guarantee commissions paid to
external and related parties in connection with our debt and other bank services.
Revenue
Days.
Revenue days are the total number of calendar days our vessels were in our possession during a period, less the total number of off-hire days
during the period associated with major repairs, or drydockings. Consequently, revenue days represent the total number of days available for the vessel to earn
revenue. Idle days, which are days when the vessel is available to earn revenue, yet is not employed, are included in revenue days. We use revenue days to
highlight changes in net voyage revenues between periods.
Average
Number
of
Vessels.
For periods prior to our IPO, the historical average number of vessels consists of the average number of owned vessels that
were in our possession during a period. For periods after our IPO, the average number of ships will consist of the average number of owned vessels that are in our
possession during the periods presented. We use average number of ships primarily to highlight changes in vessel operating expenses, hire rate expense and
depreciation and amortization.
Insurance
Hull
and
Machinery
Insurance
. We have obtained hull and machinery insurance on all our vessels to insure against marine and war risks, which include
the risks of damage to our vessels, salvage and towing costs, and also insures against actual or constructive total loss of any of our vessels. However, our insurance
policies contain deductible amounts for which we are responsible. We have also arranged additional total loss coverage for each vessel. This coverage, which is
called hull interest and freight interest coverage, provides us additional coverage in the event of the total loss or the constructive total loss of a vessel.
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Loss
of
Hire
Insurance
. We have obtained loss of hire insurance to protect us against loss of income in the event one of our vessels cannot be employed due
to damage that is covered under the terms of our hull and machinery insurance. Under our loss of hire policies, our insurer will pay us the hire rate agreed in respect
of each vessel for each day, in excess of a certain number of deductible days, for the time that the vessel is out of service as a result of damage, for a maximum of
180 days. The number of deductible days for the vessels in our fleet is 14 days per vessel.
All of our hull and machinery, hull interest and freight interest and loss of hire insurance policies are written on the NMIP, which through the hull and
maintenance coverage also offers comprehensive collision liability coverage of up to the insured hull and maintenance value of the vessel. NMIP is based on an “all
risk principle” and offers what is considered to be the most comprehensive insurance obtainable in any of the world’s marine markets today. The agreed deductible
on each vessel averages $150,000.
Protection
and
Indemnity
Insurance
. Protection and indemnity insurance, which covers our third-party legal liabilities in connection with our shipping
activities, is provided by a P&I club. This includes third-party liability and other expenses related to the injury or death of crew members, passengers and other
third-party persons, loss or damage to cargo, claims arising from collisions with other vessels or from contact with jetties or wharves and other damage to other
third-party property, including pollution arising from oil or other substances, and other related costs, including wreck removal. Our current protection and
indemnity insurance coverage is unlimited, except for pollution, which is limited to $1 billion per vessel per incident.
Customers
In the years ended December 31, 2015, 2014 and 2013, revenues from the following customers accounted for over 10% of our combined revenues:
Customer
Transpetro
ENI
Statoil
Repsol
BG Group
KNOT
Vessels
2015
Year Ended December 31,
2014
(U.S. Dollars in thousands)
2013
Fortaleza Knutsen
Recife Knutsen
Dan Cisne
Dan Sabia
Hilda Knutsen
Torill Knutsen
Bodil Knutsen
Carmen Knutsen
Windsor Knutsen
Windsor Knutsen
$40,618 26% $25,666 23% $22,860 31%
$46,806 30% $23,512 21% $ — —
$23,203 15% $22,263 20% $21,563 29%
$19,789 13% $20,338 18% $ 8,417 12%
$ 4,466 3% $12,124 11% $20,311 28%
$16,231 11% $ 8,880 8% $ — —
A. Operating Results
Year Ended December 31, 2015 Compared with the Year Ended December 31, 2014
(U.S. Dollars in thousands)
Time charter and bareboat revenues
Other income
Vessel operating expenses
Depreciation
General and administrative expenses
Goodwill impairment charge
Interest income
Interest expense
Other finance expense
Realized and unrealized gain (loss) on derivative instruments
Net gain (loss) on foreign currency transactions
Income tax benefit (expense)
Net income
Year Ended December 31,
2015
2014
$ 154,750
274
27,543
48,844
4,290
6,217
8
(17,451)
(504)
(9,695)
(105)
59
40,442
$ 112,784
57
23,879
34,322
4,323
—
13
(15,271)
(1,271)
(6,407)
26
(15)
27,392
52
37%
381%
15%
42%
(1)%
Change % Change
$41,966
217
3,664
14,522
(33)
6,217
(5)
(2,180)
767
(3,288)
(131)
74
13,050
N/A
(38)%
14%
(60)%
51%
(504)%
(493)%
48%
Table of Contents
Time Charter and Bareboat Revenues. Time charter and bareboat revenues for the year ended December 31, 2015 were $154.8 million, an increase of
$42.0 million, compared to $112.8 million for the year ended December 31, 2014. This increase was mainly due to increased revenues of: (i) $23.4 million
resulting from the Hilda Knutsen and the Torill Knutsen being included in our results of operations from July 1, 2014, (ii) $9.5 million related to the Dan Cisne
being included in our results of operations from December 15, 2014, (iii) $5.5 million related to the Dan Sabia b eing included in our results of operations from
June 15, 2015 and (iv) $3.6 million related to the Ingrid Knutsen being included in our results of operations from October 15, 2015.
Other Income. Other income for the year ended December 31, 2015 was $274,000 compared to $57,000 for the same period in 2014. Pursuant to the
Omnibus Agreement, KNOT agreed to guarantee the payment of the hire rate that is equal to or greater than the hire rate payable under the initial charters of the
Bodil Knutsen and Windsor Knutsen for a period of five years from the closing date of the IPO. In October 2015, the Windsor Knutsen commenced operating under
a new BG Group time charter. The hire rate for the new charter is below the initial charter hire rate and the difference between the new hire rate and the initial rate
is paid by KNOT. During the year 2015, $122,000 was recognized as income pursuant to this guarantee.
Vessel Operating Expenses. Vessel operating expenses for the year ended December 31, 2015 were $27.5 million, an increase of $3.6 million from $23.9
million in the year ended December 31, 2014. The increase was primarily due to an increase of $4.8 million due to the Hilda Knutsen and the Torill Knutsen being
included in our results of operations from July 1, 2014 and an increase of $1.0 million due to the Ingrid Knutsen being included in our results of operations from
October 15, 2015, partially offset by lower operating expenses mainly due to the strengthening of the U.S. dollar against the NOK during 2015.
Depreciation. Depreciation for the year ended December 31, 2015 was $48.8 million, an increase of $14.5 million from $34.3 million in the year ended
December 31, 2014 that was mainly due to (i) the Hilda Knutsen and the Torill Knutsen being included in our results of operations from July 1, 2014, (ii) the Dan
Cisne being included in our results of operations from December 15, 2014, (iii) the Dan Sabia being included in our results of operations from June 15, 2015 and
(iv) the Ingrid Knutsen being included in our results of operations from October 15, 2015.
General and Administrative Expenses. General and administrative expenses for the year ended December 31, 2015 were $4.3 million, compared to $4.3
million for 2014.
Goodwill Impairment Charge. Goodwill impairment charge for the year ended December 31, 2015 was $6.2 million and $nil for the year ended
December 31, 2014. During the three months ended June 30, 2015, we concluded that there were indicators of impairment due to a significant reduction in the price
of our common units during the quarter. Consequently, we performed an interim vessel and goodwill impairment analysis as of June 30, 2015 on our fleet, and
concluded that there was no impairment to the vessels’ values. However, we determined that the carrying value of the goodwill exceeded its fair value. The
impairment charge relates mainly to capitalized goodwill which arose in 2008 when the Partnership’s predecessor acquired the Windsor Knutsen and three other
vessels then under construction, in a transaction that was then accounted for as a step transaction. As a result, a goodwill impairment charge of $6.2 million was
recognized for the year ended December 31, 2015. The fair value was determined using the present value of the expected future cash flows discounted at a rate
equivalent to a market participant’s weighted average cost of capital. The estimates and assumptions regarding expected future cash flows and appropriate discount
rates are in part based upon existing contracts, future shuttle tanker rates, historical experience, financial forecasts and industry trends and conditions.
Interest Income. Interest income for the year ended December 31, 2015 was $8,000 compared to $13,000 for 2014.
Interest Expense. Interest expense for the year ended December 31, 2015 was $17.5 million, an increase of $2.2 million from $15.3 million for the year
ended December 31, 2014. The increased interest expense was primarily due to;
•
•
an increase of $2.3 million due to the Hilda Knutsen and the Torill Knutsen being included in our results of operations from July 1, 2014;
an increase of $1.5 million due to the Dan Cisne being included in our results of operations from December 15, 2014;
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•
•
an increase of $0.8 million due to the Dan Sabia being included in our results of operations from June 15, 2015; and
an increase of $0.4 million due to the Ingrid Knutsen being included in our results of operations from October 15, 2015;
Partially offset by
•
•
a decrease of $1.8 million due to a charge relating to reversal of capitalized loan costs related to our refinancings in June 2014 and November 2014;
and
a decrease of $1.0 million mainly due to a lower margin in 2015 due to our refinancings in June 2014 and November 2014.
Other Finance Expense. Other finance expense for the year ended December 31, 2015 was $0.5 million, a decrease of $0.8 million from $1.3 million for the
year ended December 31, 2014. Other finance expenses are primarily related to bank fees and guarantee commissions. Other finance expense of $1.3 million for the
year ended December 31, 2014 consisted of (i) a $0.4 million payment as compensation to banks for lost loan margin on repaid loans, (ii) a $0.3 million guarantee
commission for the outstanding amount under the Guarantee Institute for Export Credits (GIEC) guarantee related to the $120 million Bodil Knutsen credit facility,
which was repaid in full in June 2014 and (iii) $0.6 million in other finance expenses. Other finance expense of $0.5 million for the year ended December 31, 2015
consisted of (i) a $0.2 million guarantee commission for the outstanding amount under the GIEC guarantee related to the Ingrid Knutsen credit facility and (ii) $0.3
million in other finance expenses.
Realized and Unrealized Gain (Loss) on Derivative Instruments. The Partnership does not apply hedge accounting for derivative instruments. Realized
and unrealized loss on derivative instruments for the year ended December 31, 2015 was $9.7 million, compared to $6.4 million for the year ended December 31,
2014, as set forth in the table below:
(U.S. Dollars in thousands)
Realized gain (loss)
Interest rate swap contracts
Foreign exchange forward contracts
Unrealized gain (loss)
Interest rate swap contracts
Foreign exchange forward contracts
Total
Year Ended December 31,
2015
2014
Change
$ (4,957)
(4,348)
(1,088)
698
$ (9,695)
$
$
(2,997)
500
$(1,960)
(4,848)
(919)
(2,991)
(6,407)
(169)
3,689
$(3,288)
As of December 31, 2015, the total notional amount of our outstanding interest rate swap contracts that were entered into in order to economically hedge
outstanding or forecasted debt obligations was $410.0 million. In addition to an increased notional amount, the increased net realized and unrealized loss on
derivative instruments was due to a declining long-term interest rate during 2015 compared to 2014. As of December 31, 2015, we had entered into foreign
exchange forward contracts, selling a total notional amount of $35.0 million against NOK at an average exchange rate of NOK 8.2805 per U.S. Dollar, which are
economic hedges for certain vessel operating expenses and general expenses in NOK. During the year ended December 31, 2015, we realized a loss of $4.3 million
and accounted for an unrealized gain of $0.7 million on our foreign exchange forward contracts due to strengthening of the U.S. Dollar relative to NOK.
Net Gain (Loss) on Foreign Currency Transactions. Net loss on foreign currency transactions for the year ended December 31, 2015 was $105,000,
compared to net gain on currency transactions of $26,000 for the year ended December 31, 2014.
Income Tax Benefits (Expense). Income tax benefits for the year ended December 31, 2015 was $59,000 compared to income tax expense of $15,000 for
the year ended December 31, 2014.
Net Income. As a result of the foregoing, we earned net income of $40.4 million for the year ended December 31, 2015 compared to net income of $27.4
million for the year ended December 31, 2014.
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Year Ended December 31, 2014 Compared with the Year Ended December 31, 2013
(U.S. Dollars in thousands)
Time charter and bareboat revenues
Other income
Loss of hire insurance recoveries
Vessel operating expenses
Depreciation
General and administrative expenses
Interest income
Interest expense
Other finance expense
Realized and unrealized gain (loss) on derivative instruments
Net gain on foreign currency transactions
Income tax expense
Net income
Year Ended December 31,
2014
$ 112,784
57
—
23,879
34,322
4,323
13
(15,271)
(1,271)
(6,407)
26
(15)
27,392
2013
$ 73,151
—
250
14,288
23,768
5,361
30
(10,773)
(2,048)
505
193
(2,827)
15,064
54%
N/A
N/A
Change % Change
$39,633
57
(250)
9,591
10,554
(1,038)
(17)
(4,498)
777
(6,912)
(167)
2,812
12,328
67%
44%
(19)%
(57)%
42%
(38)%
(1369)%
(87)%
(99)%
82%
Time Charter and Bareboat Revenues. Time charter and bareboat revenues for the year ended December 31, 2014 were $112.8 million, an increase of
$39.6 million, compared to $73.2 million for the year ended December 31, 2013. This increase was principally due to increased time charter earnings of $23.5
million resulting from the Hilda Knutsen and the Torill Knutsen being included in our results of operations from July 1, 2014 and $11.9 million related to the
Carmen Knutsen being included in our results of operations from August 1, 2013. During 2013, there was a one-time cost related to termination of a commercial
management agreement with KNOT Management resulting in a reduction in revenues of $3.5 million in 2013. This one-time cost was compensated by KNOT by a
corresponding increase in the equity of the Partnership at the closing of the IPO.
Other Income. Other income for the year ended December 31, 2014 was $57,000 compared to $nil for the same period in 2013.
Loss of Hire Insurance Recoveries. There was no loss of hire insurance recoveries for the year ended December 31, 2014. The $0.3 million loss of hire
insurance recovery during the year ended December 31, 2013 was a final insurance settlement related to a propeller damage of the Windsor Knutsen .
Vessel Operating Expenses. Vessel operating expenses for the year ended December 31, 2014 were $23.9 million, an increase of $9.6 million from $14.3
million in the year ended December 31, 2013. The increase was primarily due to an increase of $5.9 million due to the Hilda Knutsen and the Torill Knutsen being
included in our results of operations from July 1, 2014 and an increase of $3.0 million due to the Carmen Knutsen being included in our results of operations from
August 1, 2013.
Depreciation. Depreciation for the year ended December 31, 2014 was $34.3 million, an increase of $10.6 million from $23.8 million in the year ended
December 31, 2013 that was mainly due to the Hilda Knutsen and the Torill Knutsen being included in our results of operations from July 1, 2014 and the Carmen
Knutsen being included in our results of operations from August 1, 2013.
General and Administrative Expenses. General and administrative expenses for the year ended December 31, 2014 were $4.3 million, a decrease of $1.0
million from $5.3 million for the year ended December 31, 2013. Of the $5.3 million for the year ended December 31, 2013, $2.4 million was related to costs for
our IPO. For the year ended December 31, 2014, $0.4 million of general and administrative expenses were incurred in connection with the acquisitions of the Hilda
Knutsen and the Torill Knutsen and the June 2014 public offering.
Interest Income. Interest income for the year ended December 31, 2014 was $13,000 compared to $30,000 for 2013.
Interest Expense. Interest expense for the year ended December 31, 2014 was $15.3 million, an increase of $4.5 million from $10.8 million for the year
ended December 31, 2013. $3.6 million of the increase is due to the Hilda Knutsen and the Torill Knutsen being included in our results of operations from July 1,
2014 and the Carmen Knutsen being included in our results of operations from August 1, 2013. For the year ended December 31, 2014 there was a charge relating
to reversal of capitalized loan costs of $1.8 million related to our refinancings in June 2014 and November 2014, compared to a charge relating to reversal of
capitalized loan costs of $0.7 million for the year ended December 31, 2013 related to the repayment of loans in April 2013 in connection with our IPO.
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Other Finance Expense. Other finance expense for the year ended December 31, 2014 was $1.3 million, a decrease of $0.8 million from $2.1 million for the
year ended December 31, 2013. Other finance expenses are primarily related to bank fees and guarantee commissions. The decrease was primarily due to a $0.6
million decrease in guarantee commissions paid to KNOT and TSSI for the period from January 1, 2013 to April 15, 2013. Prior to the closing of our IPO, the
majority of the vessel financing agreements were guaranteed by KNOT and TSSI, for which guarantee commissions were paid based on the outstanding loan
balance. Prior to the closing of our IPO, the existing vessel financing agreements were amended to permit the transactions pursuant to which we acquired our initial
fleet, and the legal cost of approximately $0.3 million in connection with such amendments was expensed for the year ended December 31, 2013. This decrease
was partly offset by expenses of $0.4 million paid as compensation to banks for lost loan margin on repaid loans for the year ended December 31, 2014.
Realized and Unrealized Gain (Loss) on Derivative Instruments. Realized and unrealized loss on derivative instruments for the year ended December 31,
2014 was $6.4 million, compared to a gain of $0.5 million for the same period in 2013, as set forth in the table below:
(U.S. Dollars in thousands)
Realized gain (loss)
Interest rate swap contracts
Foreign exchange forward contracts
Unrealized gain (loss)
Interest rate swap contracts
Foreign exchange forward contracts
Total
Year Ended December 31
2014
2013
Change
$ (2,997)
500
$ (1,265)
—
$(1,732)
500
(919)
(2,991)
$ (6,407)
1,522
248
505
(2,441)
(3,239)
$(6,912)
$
As of December 31, 2014, the total notional amount of our outstanding interest rate swap contracts that were entered into in order to economically hedge
outstanding or forecasted debt obligations was $382.3 million. In addition to an increased notional amount, the increased net realized and unrealized loss on
derivative instruments was due to a declining long-term interest rate during 2014 compared to 2013. As of December 31, 2014, we had entered into foreign
exchange forward contracts, selling a total notional amount of $20.0 million against NOK at an average exchange rate of NOK 6.395 per 1.0 U.S. Dollar, which are
economic hedges for certain vessel operating expenses and general expenses in NOK. During the year ended December 31, 2014, we realized a gain of $0.5 million
and accounted for an unrealized loss of $3.0 million on our foreign exchange forward contracts due to strengthening of the U.S. Dollar relative to NOK. The
foreign exchange forward contracts realized expired during 2014, and during 2014 the Partnership entered into new foreign exchange forward contracts that expire
during 2015.
Net Gain on Foreign Currency Transactions. Net gain on foreign currency transactions for the year ended December 31, 2014 was $26,000, a decrease of
$167,000 from the net gain on currency transactions of $193,000 for the year ended December 31, 2013.
Income Tax Expense. Income tax expense for the year ended December 31, 2014 was $15,000, compared to $2.8 million for the year ended December 31
2013.
After the reorganization of the activities of the predecessor to KNOT Offshore Partners LP (the “Predecessor”) into the new group structure in February
2013, all profit from continuing operations in Norway became taxable within the tonnage tax regime and deferred tax benefits are not recognized because future
utilization is not probable. The consequence of the reorganization was a one-time entrance tax into the Norwegian tonnage tax regime due to our acquisition of the
shares in the subsidiary that owns the Fortaleza Knutsen and the Recife Knutsen . The one-time entrance tax was estimated to be approximately $2.7 million at
December 31, 2013 of which approximately $0.6 million was payable in October 2014.
Under the tonnage tax regime, the tax is based on the tonnage of the vessel and the operating income is not taxed. The net financial income and expense
remains taxable as ordinary income tax for entities subject to the tonnage tax regime and amounted to approximately $0.2 million in 2013. In addition, the income
tax expense in 2013 consisted of income taxes related to the ordinary Norwegian tax regime partly related to the carve-out period, and negative translation
differences of $0.2 million. As of December 31, 2014, the income tax of $15,000 relates to UK income tax. All Norwegian subsidiaries and their operations are
subject to the tonnage tax regime and at December 31, 2014 their tax base was negative.
The tax expense prior to our IPO reflects the Norwegian ordinary tax regime in addition to the tonnage tax regime. The tax expense and the deferred tax
assets and liabilities prior to our IPO are, therefore, not comparable to the ongoing operation and the tax after the date of our IPO. All of the tax positions related to
the ordinary Norwegian tax regime were eliminated at the date of our IPO. For additional information, please read Note 17—Income Taxes in the consolidated and
combined carve-out financial statements included in this Annual Report.
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Net Income. As a result of the foregoing, we earned net income of $27.4 million for the year ended December 31, 2014 compared to net income of
$15.1 million for the year ended December 31, 2013.
B. Liquidity and Capital Resources
Liquidity and Cash Needs
We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination
of borrowings from commercial banks, cash generated from operations and debt and equity financings. In addition to paying distributions, our other liquidity
requirements relate to servicing our debt, funding investments (including the equity portion of investments in vessels), funding working capital and maintaining
cash reserves against fluctuations in operating cash flows. We believe our current resources are sufficient to meet our working capital requirements for our current
business. Generally, our long-term sources of funds are cash from operations, long-term bank borrowings and other debt and equity financings. Because we
distribute our available cash, we rely upon external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund
acquisitions and other expansion capital expenditures.
Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity. Cash and cash equivalents are held
primarily in U.S. Dollars with some balances held in NOK, British Pounds and Euros. We have not made use of derivative instruments other than for interest rate
and currency risk management purposes, and we expect to economically hedge our exposure to interest rate fluctuations in the future by entering into new interest
rate swap contracts. However, the interest rate swap contracts that were in effect at the time of our IPO were not transferred to us at the closing of our IPO.
We estimate that we will spend in total approximately $17.9 million for drydocking and classification surveys for the six vessels under time charters in our
fleet in 2016, 2017 and 2018. As our fleet matures and expands, our drydocking expenses will likely increase. Ongoing costs for compliance with environmental
regulations are primarily included as part of our drydocking and society classification survey costs or are a component of our vessel operating expenses. We are not
aware of any regulatory changes or environmental liabilities that we anticipate will have a material impact on our current or future operations. There will be further
costs related to voyages to and from the dry-docking yard that will depend on the distance from the vessel’s ordinary trading area to dry-docking yard.
In August, 2015, the Partnership’s board of directors authorized a program for the Partnership to repurchase up to 666,667 of its common units. The board of
directors of our general partner concurrently authorized our general partner to purchase up to 333,333 common units of the Partnership. As of both December 31,
2015 and March 18, 2016, the Partnership and our general partner had purchased 180,906 and 90,368 common units, respectively, at an average purchase price of
$12.71 per unit.
As of December 31, 2015, our current liabilities exceeded current assets by $39.3 million. Included within current liabilities are mark-to-market valuations of
derivative instruments representing $5.1 million of these liabilities, and included within current assets are mark-to-market valuations of swap derivative instruments
representing $0.7 million of these assets. We currently have no intention of terminating these derivative instruments (which include interest rate swap contracts and
foreign exchange forward contracts) and hence realizing these liabilities.
As of December 31, 2015, our cash and cash equivalents were $23.6 million and we had an undrawn revolving credit facility of $20.0 million.
We believe that our current resources are sufficient to meet our working capital requirements for our current business for at least the next 12 months.
Capital Expenditures
We reserve cash from operations for future maintenance capital expenditures, working capital and other matters. Because of the substantial capital
expenditures we are required to make to maintain our fleet, our annual estimated maintenance and replacement capital expenditures are $30.3 million, which is
comprised of $26.6 million for replacing our current vessels at the end of their useful lives and $3.7 million for drydocking maintenance and classification surveys.
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Cash Flows
The following table summarizes our net cash flows from operating, investing and financing activities and our cash and cash equivalents for the periods
presented:
(U.S. Dollars in thousands)
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Year Ended December 31,
2014
2015
$ 89,160
(46,488)
(49,575)
(270)
(7,173)
30,746
23,573
$ 59,339
(121,946)
64,768
(251)
1,910
28,836
30,746
2013
$ 44,160
(55,468)
38,890
(33)
27,549
1,287
28,836
Net Cash Provided by Operating Activities
Net cash provided by operating activities increased by $29.8 million to $89.2 million for the year ended December 31, 2015 compared to $59.3 million for
2014. The increase was primarily due to higher earnings mainly from (i) the Ingrid Knutsen being included in our results of operation from October 15, 2015,
(ii) the Dan Sabia being included in our results of operation from June 15, 2015, (iii) the Hilda Knutsen and Torill Knutsen being included in our results of
operation for the entire year in 2015 as compared to six months in 2014 and (iv) the Dan Cisne being included in our results of operation for the entire year in 2015
as compared to 15 days in 2014.
Net cash provided by operating activities increased by $15.1 million to $59.3 million for the year ended December 31, 2014 compared to $44.2 million for
2013. The increase was mainly due to higher earnings from (i) the Hilda Knutsen and Torill Knutsen being included in our results of operations from July 1, 2014
and (ii) the Carmen Knutsen being included in our results of operations for the entire year in 2014 as compared to five months in 2013. Net cash provided by
operating activities for the year ended December 31, 2013 was reduced by a one-time cost related to termination of a commercial management agreement with
KNOT Management, resulting in a reduction in revenues of $3.5 million.
Net Cash Used in Investing Activities
Net cash used in investing activities was $46.5 million for the year ended December 31, 2015 compared to $121.9 million for the year ended December 31,
2014. Net cash used in investing activities in 2015 of $46.5 million related to the following acquisitions:
(i)
(ii)
The acquisition of the Ingrid Knutsen on October 15, 2015, for which we paid a net cash amount to cover the difference between the purchase
consideration of $115.0 million less $104.5 million of outstanding indebtedness and other purchase price adjustments of $2.4 million. Net cash used in
investing activities is net of cash acquired from the acquisition of the Ingrid Knutsen of $4.7 million.
The acquisition of the Dan Sabia on June 15, 2015, for which we paid a net cash amount to cover the difference between the purchase consideration of
$103.0 million less $64.5 million of outstanding indebtedness and other purchase price adjustments of $2.7 million. Net cash used in investing
activities is net of cash acquired from the acquisition of the Dan Sabia of $4.3 million.
Net cash used in investing activities was $121.9 million for the year ended December 31, 2014 compared to $55.5 million for the year ended December 31,
2013. The increase was primarily due to:
(i) The acquisitions of the Hilda Knutsen and the Torill Knutsen on June 30, 2014, for which we paid a net cash amount to cover the difference between the
purchase consideration of $335.0 million less $221.8 million of outstanding indebtedness and other purchase price adjustments of $1.0 million. Net cash used in
investing activities is net of cash acquired from the acquisitions of Hilda Knutsen and Torill Knutsen of $9.0 million.
(ii) The acquisition of the Dan Cisne on December 15, 2014, for which we paid a net cash amount to cover the difference between the purchase consideration
of $103.0 million less $82.2 million of outstanding indebtedness and other purchase price adjustments of $2.6 million. Net cash used in investing activities is net of
cash acquired from the acquisition of the Dan Cisne of $1.6 million.
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Net Cash Provided by (Used in) Financing Activities
Net cash used in financing activities during the year ended December 31, 2015 was $49.6 million and mainly related to the following:
•
The net proceeds from the June 2015 Offering of $116.6 million net of offering costs:
This was offset by the following:
•
•
•
•
Repayment of long-term debt of $78.3 million;
Repayment of long-term debt from related parties of $32.3 million;
Repurchase of common units of $2.3 million; and
Payment of cash distributions during 2015 of $53.4 million.
Net cash provided by financing activities during the year ended December 31, 2014 was $64.8 million and mainly related to the following:
•
•
•
•
The net proceeds from the June and July 2014 equity offerings of $146.7 million;
Proceeds of $240 million from the refinancing of the Windsor Knutsen , the Bodil Knutsen and the Carmen Knutsen ;
Proceeds of $137.8 million from the refinancing of the Fortaleza Knutsen and the Recife Knutsen ; and
Proceeds of a seller’s credit of $12.0 million provided by KNOT for the acquisition of the Dan Cisne .
This was partially offset by the following:
•
•
•
Repayment of long-term debt of $420.2 million;
Repayment of the seller’s credit from KNOT of $10.6 million related to the acquisition of the Carmen Knutsen ; and
Payment of cash distributions during 2014 of $36.6 million.
Net cash provided by financing activities during the year ended December 31, 2013 was $38.9 million and mainly related to the following:
•
•
•
•
The net proceeds from the exercise in full of the underwriters’ over-allotment option in connection with our IPO (approximately $21.95 million) were
used by the Partnership to make a cash distribution to KNOT;
During 2013, there was an increase in the borrowings outstanding under the Fortaleza and Recife Facility (as defined below) of $25.4 million, a
seller’s credit provided by KNOT in the form of a loan for $10.5 million after purchase price adjustments for the acquisition of the Carmen Knutsen
and a $20.0 million borrowing under the revolving credit facility;
Repayments of long-term debt of $142.9 million; and
Payment of cash distributions during 2013 of $13.2 million.
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Borrowing Activities
Long-Term
Debt.
As of December 31, 2015 and 2014, our long-term debt consisted of the following:
(U.S. Dollars in thousands)
$220 million loan facility
$20 million revolving credit facility
$140 million loan facility
$117 million loan facility
$117 million loan facility
$172.5 million loan facility
$77.5 million loan facility
$12.0 million seller’s credit
Total long-term debt
Less current installments
Less $12.0 million seller’s credit
Long-term debt, excluding current installments and seller’s
credit
Vessel
Windsor Knutsen, Bodil Knutsen,
Carmen Knutsen
Windsor Knutsen, Bodil Knutsen,
Carmen Knutsen
Fortaleza Knutsen & Recife Knutsen
Hilda Knutsen
Torill Knutsen
Dan Cisne & Dan Sabia
Ingrid Knutsen
Our outstanding debt of $671.7 million as of December 31, 2015 is repayable as follows:
Year Ending December 31,
2016
2017
2018
2019
2020
2021- thereafter
Total
As of December 31,
2015
2014
$ 196,429
$ 212,142
—
126,875
81,797
83,033
109,339
74,217
—
671,690
49,684
—
20,000
135,625
86,724
87,960
58,770
—
12,000
613,221
38,718
12,000
$ 622,006
$ 562,503
U.S. Dollars in
thousands
$
$
49,684
50,084
203,422
266,260
17,650
84,590
671,690
As of December 31, 2015, the interest rates on our loan agreements (other than tranche two of the $77.5 million loan facility) were the London Interbank
Offered Rate (“LIBOR”) plus a fixed margin ranging from 2.125% to 2.5%. On the export credit loan of $55.1 million, which is tranche two of the $77.5 million
loan facility secured by the Ingrid Knutsen , the annual rate is 3.85% composed of a 2.5% bank facility rate plus a commission of 1.35% to the export credit
guarantor. The guarantee commission of 1.35% is classified as other finance expense. See Note 2(e)—Financial Income (Expense) in the consolidated and
combined carve-out financial statements included in this Annual Report.
$240
Million
Secured
Loan
Facility
In June 2014, the Partnership’s subsidiaries KNOT Shuttle Tankers 18 AS, KNOT Shuttle Tankers 17 AS and Knutsen Shuttle Tankers 13 AS entered into a
senior syndicate secured loan facility in an aggregate amount of $240 million (the “Senior Secured Loan Facility”) to repay existing debt under previous credit
facilities and a $10.5 million seller’s credit from KNOT. The Senior Secured Loan Facility consists of (i) a $220 million term loan (the “Term Loan Facility”) and
(ii) a $20 million revolving credit facility (the “Revolving Credit Facility”).
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The Revolving Credit Facility terminates in June 2019, and bears interest at LIBOR plus a fixed margin of 2.125%, and has a commitment fee equal to 40%
of the margin of the Revolving Credit Facility calculated on the daily undrawn portion of the Revolving Credit Facility. The outstanding balance on the Revolving
Credit Facility was repaid on June 23, 2015 using a portion of the net proceeds from the June 2015 Offering. As of December 31, 2015, the Revolving Credit
Facility was undrawn. The Term Loan Facility is repayable in quarterly instalments over five years with a final balloon payment due at maturity at June 2019. The
Term Loan Facility bears interest at LIBOR plus a margin of 2.125%.
The Windsor Knutsen, the Bodil Knutsen and the Carmen Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as
collateral for the Senior Secured Loan Facility. The Senior Secured Loan Facility is guaranteed by the Partnership and KNOT Shuttle Tankers AS, and secured by
vessel mortgages on the Windsor Knutsen, the Bodil Knutsen and the Carmen Knutsen .
The Senior Secured Loan Facility contains the following financial covenants:
•
The aggregate market value of the Windsor Knutsen , Bodil Knutsen and Carmen Knutsen shall not be less than 110% of the outstanding balance under the
Senior Secured Loan Facility for the first two years, 120% for the third and fourth years, and 125% thereafter;
•
Positive working capital for the borrowers and the Partnership;
•
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
•
•
Minimum book equity ratio for the Partnership of 30%; and
Minimum EBITDA to interest ratio for the Partnership of 2.50.
The Senior Secured Loan Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including
total loss or sale of a vessel and customary events of default. As of December 31, 2015, the borrowers and the guarantors were in compliance with all covenants
under this facility.
$117
Million
Hilda
Loan
Facility
In July 2011, Knutsen Shuttle Tankers 14 AS, the subsidiary owning the Hilda Knutsen , as the borrower, entered into a secured loan facility in an aggregate
amount of $117 million (the “Hilda Facility”). The Hilda Facility is repayable in quarterly installments over five years with a final balloon payment due at maturity
in July 2018. The Hilda Facility bears interest at LIBOR plus a fixed margin of 2.5%. The facility is secured by a vessel mortgage on the Hilda Knutsen. The Hilda
Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the Hilda Facility. The Partnership and KNOT Shuttle
Tankers AS are the sole guarantors. The Hilda Facility contains the following primary financial covenants:
•
Market value of the Hilda Knutsen shall not be less than 110% of the outstanding balance under the Hilda Facility for the first two years, 120% for the third
and fourth year, and 125% thereafter;
•
Positive working capital of the borrower and the Partnership;
•
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
•
•
Minimum book equity ratio for the Partnership of 30%; and
Minimum EBITDA to interest ratio for the Partnership of 2.50.
The Hilda Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale
of a vessel and customary events of default. As of December 31, 2015, the borrower and the guarantors were in compliance with all covenants under this facility.
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$117
Million
Torill
Loan
Facility
In November 2011, Knutsen Shuttle Tankers 15 AS, the subsidiary owning the Torill Knutsen , as the borrower, entered into a secured loan facility in an
aggregate amount of $117 million (the “Torill Facility”). The Torill Facility is repayable in quarterly installments over five years with a final balloon payment due
at maturity in October 2018. The Torill Facility bears interest at LIBOR plus a fixed margin of 2.5%. The facility is secured by a vessel mortgage on the Torill
Knutsen . The Torill Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the Torill Facility. The
Partnership and KNOT Shuttle Tankers AS are the sole guarantors. The Torill Facility contains the following primary financial covenants:
•
Market value of the Torill Knutsen shall not be less than 110% of the outstanding balance under the Torill Facility for the first two years, 120% for the third
and fourth year, and 125% thereafter;
•
Positive working capital of the borrower and the Partnership;
•
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
•
•
Minimum book equity ratio for the Partnership of 30%; and
Minimum EBITDA to interest ratio for the Partnership of 2.50.
The Torill Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale
of a vessel and customary events of default. As of December 31, 2015, the borrower and the guarantors were in compliance with all covenants under this facility.
$140
Million
Secured
Loan
Facility
In June 2014, the Partnership’s subsidiary Knutsen Shuttle Tankers XII KS, as the borrower, entered into a senior syndicate secured loan facility in the
amount of $140 million (the “New Fortaleza and Recife Facility”). The New Fortaleza and Recife Facility was drawn in November 2014 and replaced a $160
million loan facility previously secured by the Fortaleza Knutsen and the Recife Knutsen . The New Fortaleza and Recife Facility is repayable in quarterly
installments over five years with a final balloon payment due at maturity at June 2019. The facility bears interest at LIBOR plus a margin of 2.125%. The Fortaleza
Knutsen and the Recife Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the New Fortaleza and Recife
Facility. The facility is guaranteed by the Partnership and KNOT Shuttle Tankers AS and is secured by vessel mortgages on the Fortaleza Knutsen and the
Recife Knutsen .
The New Fortaleza and Recife Facility contains the following financial covenants:
•
The aggregate market value of the Fortaleza Knutsen and Recife Knutsen shall not be less than 110% of the outstanding balance under the New Fortaleza and
Recife Facility for the first two years, 120% for the third and fourth year, and 125% thereafter;
•
Positive working capital of the borrower and the Partnership;
•
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
•
•
Minimum book equity ratio for the Partnership of 30%; and
Minimum EBITDA to interest ratio for the Partnership of 2.50.
The New Fortaleza and Recife Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility,
including total loss or sale of a vessel and customary events of default. As of December 31, 2015, the borrower and the guarantors were in compliance with all
covenants under this facility.
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$172.5
Million
Secured
Loan
Facility
In April 2014, KNOT Shuttle Tankers 20 AS and KNOT Shuttle Tankers 21 AS, the subsidiaries owning the Dan Cisne and Dan Sabia , as the borrowers,
entered into a $172.5 million senior secured loan facility. In connection with the Partnership’s acquisition of the Dan Cisne , in December 2014, the $172.5 million
senior secured loan facility was split into a tranche related to the Dan Cisne (the “Dan Cisne Facility”) and a tranche related to Dan Sabia (the “Dan Sabia
Facility”).
The Dan Cisne Facility and the Dan Sabia Facility are guaranteed by the Partnership and secured by a vessel mortgage on the Dan Cisne and Dan Sabia .
The Dan Cisne Facility and the Dan Sabia Facility bear interest at LIBOR plus a margin of 2.4% and are repayable in semiannual instalments with a final balloon
payment due at maturity at September 2023 and January 2024, respectively.
The facilities contain the following financial covenants:
•
•
Market value of each of the Dan Cisne and Dan Sabia shall not be less than 100% of the outstanding balance under the Dan Cisne Facility and Dan Sabia
Facility, respectively, for the first three years, and 125% thereafter;
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
•
Minimum book equity ratio for the Partnership of 30%.
The facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale of a
vessel and customary events of default. As of December 31, 2015, the borrowers and the guarantor were in compliance with all covenants under this facility.
$77.5
Million
Secured
Loan
Facility
In June 2012, Knutsen NYK Shuttle Tankers 16 AS, the subsidiary owning the Ingrid Knutsen , as the borrower, entered into a secured loan facility in an
aggregate amount of $90.0 million (the “Ingrid Facility”). As of the time of the acquisition of the Ingrid Knutsen , the aggregate amount outstanding under the
facility was $77.5 million. The Ingrid Facility includes two tranches. Tranche one is a commercial bank loan of $22.4 million, repayable in semi-annual
installments with a final balloon payment due at maturity in December 2018. Tranche one bears interest at LIBOR, plus a margin of 2.25%. Tranche two is an
export credit loan of $55.1 million, repayable in semi-annual installments and maturing in November 2025. Tranche two bears interest at an annual fixed rate of
3.85%, composed of a 2.5% bank facility rate plus a commission of 1.35% to the export credit guarantor. The facility is secured by a vessel mortgage on the Ingrid
Knutsen . The Ingrid Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the Ingrid Facility. The
Partnership and KNOT Shuttle Tankers AS are the sole guarantors.
The Ingrid Facility contains the following financial covenants:
•
•
Market value of the Ingrid Knutsen shall not be less than 125% of the outstanding balance under the Ingrid Facility;
Positive working capital of the borrower and the Partnership;
•
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
•
•
Minimum book equity ratio for the Partnership of 30%; and
Minimum EBITDA to interest ratio for the Partnership of 2.50.
The Ingrid Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or
sale of a vessel and customary events of default. As of December 31, 2015, the borrower and the guarantors were in compliance with all covenants under this
facility.
$12
Million
Seller’s
Credit
As part of financing for the purchase of the Dan Cisne , KNOT provided a $12.0 million seller’s credit (the “Seller’s Credit”), which was guaranteed by the
Partnership, had a maturity date of December 2019 and bore interest at LIBOR plus a fixed margin of 4.5%. Accrued interest on the Seller’s Credit accumulated at
the end of each six-month period and was capitalized. On June 15, 2015, the Partnership repaid the Seller’s Credit with a portion of the net proceeds from the June
2015 Offering.
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Derivative
Instruments
and
Hedging
Activities
We use derivative instruments to reduce the risks associated with fluctuations in interest rates. We have a portfolio of interest rate swap contracts that
exchange or swap floating rate interest to fixed rates, which, from a financial perspective, hedges our obligations to make payments based on floating interest rates.
As of December 31, 2015, our interest rate swap contracts economically fixed our net floating interest rate exposure on $410.0 million of floating rate debt, leaving
$261.7 million exposed to a floating rate of interest. Our interest rate swap contracts mature between March 2018 and January 2024. Under the terms of the interest
rate swap agreements, we will receive from the counterparty interest on the notional amount based on three-month and six-month LIBOR and will pay to the
counterparty a fixed rate. For the interest rate swap agreements above, we will pay to the counterparty a fixed rate ranging from 1.25% to 2.49%.
We enter into foreign exchange forward contracts in order to manage our exposure to the risk of movements in foreign currency exchange rate fluctuations.
As of December 31, 2015, the total contract amount in foreign currency of our outstanding foreign exchange forward contracts that were entered into to
economically hedge our outstanding future payments in currencies other than the U.S. Dollar was NOK 289.8 million. We do not apply hedge accounting for
derivative instruments.
Critical Accounting Estimates
The preparation of the Partnership’s consolidated and combined carve-out financial statements requires us to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses and related disclosures about contingent assets and liabilities. We base these estimates and
assumptions on historical experience and on various other information and assumptions that we believe to be reasonable. Our critical accounting estimates are
important to the portrayal of both our financial condition and results of operations and require us to make subjective or complex assumptions or estimates about
matters that are uncertain. Significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies in the consolidated and combined
carve-out financial statements included in this Annual Report. We believe that the following are the critical accounting estimates used in the preparation of our
Partnership’s consolidated and combined carve-out financial statements. In addition, there are other items within the Partnership’s consolidated and combined
carve-out financial statements that require estimation.
Vessel
Lives
and
Impairment
Description . The carrying value of vessels and equipment represent its historical acquisition or construction cost, including capitalized interest, supervision
and technical and delivery cost, net of accumulated depreciation and impairment loss, if any. Expenditures for subsequent conversions and major improvements are
capitalized, provided that such costs increase the earnings capacity or improve the efficiency or safety of the vessels. We depreciate the original cost, less an
estimated residual value, of our vessels on a straight-line basis over each vessel’s estimated useful life. The carrying value of our vessels may not represent their
market value at any point in time, because the market prices of second-hand vessels tend to fluctuate with changes in hire rates and the cost of newbuilds.
We review vessels and equipment for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be
recoverable, which occurs when the asset’s carrying value is greater than the future undiscounted cash flows the asset is expected to generate over its remaining
useful life. For a vessel under charter, the discounted cash flows from that vessel may exceed its market value, as market values may assume the vessel is not
employed on an existing charter. If the estimated future undiscounted cash flows of an asset exceed the asset’s carrying value, no impairment is recognized even
though the fair value of the asset may be lower than its carrying value. If the estimated future undiscounted cash flows of an asset are less than the asset’s carrying
value and the fair value of the asset is less than its carrying value, the asset is written down to its fair value. Fair value may be determined through various valuation
techniques but is generally calculated as the net present value of estimated future cash flows.
Our business model is to employ our vessels on fixed-rate charters with major energy companies. These charters typically have original terms between five
to ten years in length. Consequently, while the market value of a vessel may decline below its carrying value, the carrying value of a vessel may still be recoverable
based on the future undiscounted cash flows the vessel is expected to obtain from servicing its existing and future charters.
Judgments and Uncertainties . Depreciation on our shuttle tankers is calculated using an estimated useful life of 25 years, commencing at the date the vessel
was originally delivered from the shipyard. However, the actual life of a vessel may be different than the estimated useful life, with a shorter actual useful life
resulting in an increase in the depreciation and potentially resulting in an impairment loss. The estimated useful life of our vessels takes into account design life,
commercial considerations and regulatory restrictions. Our estimates of future cash flows involve assumptions about future hire rates, vessel utilization, operating
expenses, drydocking expenditures, vessel residual values and the remaining estimated life of our vessels. Our estimated hire rates are based on rates under existing
vessel charters and market rates at which we expect we can re-charter our vessels. Our estimates of vessel utilization, including estimated off-hire time and the
estimated amount of time our shuttle tankers may spend operating in the spot market when not being used in their capacity as shuttle tankers, are based on historical
experience of KNOT and our projections of
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future shuttle tanker voyages. Our estimates of operating expenses and drydocking expenditures are based on historical operating and drydocking costs of KNOT
and our expectations of future cost and operating requirements. Vessel residual values are a product of a vessel’s lightweight tonnage and an estimated scrap rate.
The remaining estimated lives of our vessels used in our estimates of future cash flows are consistent with those used in the calculation of depreciation. Certain
assumptions relating to our estimates of future cash flows are more predictable by their nature in our experience, including estimated revenue under existing charter
terms, ongoing operating costs and remaining vessel lives. Certain assumptions relating to our estimates of future cash flows require more discretion and are
inherently less predictable, such as future hire rates beyond the firm period of existing charters and vessel residual values, due to factors such as the volatility in
hire rates and vessel residual values. We believe that the assumptions used to estimate future cash flows of our vessels are reasonable at the time they are made. We
can make no assurances, however, as to whether our estimates of future cash flows, particularly future hire rates or vessel residual values, will be accurate.
Effect If Actual Results Differ from Assumptions . If we conclude that a vessel or equipment is impaired, we recognize a loss in an amount equal to the excess
of the carrying value of the asset over its fair value at the date of impairment. The fair value at the date of the impairment becomes the new cost basis and will
result in a lower depreciation expense than for periods before the vessel or equipment impairment.
Goodwill
Description. We allocate the cost of acquired companies to the identifiable tangible and intangible assets and liabilities acquired, with the remaining amount
being classified as goodwill. Our future operating performance will be affected by the potential impairment charges related to goodwill. Accordingly, the allocation
of purchase price to goodwill may significantly affect our future operating results. Goodwill is not amortized, but reviewed for impairment annually, or more
frequently if impairment indicators arise. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at
many points during the analysis.
Judgments and Uncertainties. The allocation of the purchase price of acquired companies requires management to make significant estimates and
assumptions, including estimates of future cash flows expected to be generated by the acquired assets and the appropriate discount rate to value these cash flows. In
addition, the process of evaluating the potential impairment of goodwill and intangible assets is highly subjective and requires significant judgment at many points
during the analysis. We test goodwill for impairment using a two-step analysis, with the option of performing a qualitative assessment before performing the first
step of the two-step analysis, whereby the carrying value of the reporting unit is compared to its fair value in the first step. If the carrying value of the reporting unit
is greater than its fair value, the second step is performed, where the implied fair value of goodwill is compared to its carrying value. An impairment charge is
recognized for the amount by which the carrying amount of goodwill exceeds its fair value. The fair value is estimated using the net present value of discounted
cash flows of the reporting unit. The estimates and assumptions regarding expected future cash flows and appropriate discount rates are in part based upon existing
contracts, future shuttle tanker rates, historical experience, financial forecasts and industry trends and conditions.
Effect if Actual Results Differ from Assumptions. During the three months ended June 30, 2015, the Partnership concluded that indicators of impairment were
present due to a significant reduction in the price of the Partnership’s common units during that quarter. Consequently, the Partnership performed an interim vessel
and goodwill impairment analysis as of June 30, 2015 on its fleet, concluding that there was no impairment to the vessels’ values. However, the Partnership
determined that the carrying value of the goodwill exceeded its fair value. The impairment charge relates mainly to capitalized goodwill which arose in 2008 when
the Partnership’s predecessor acquired the Windsor Knutsen and three other vessels then under construction, in a transaction that was then accounted for as a step
transaction. As a result, a goodwill impairment charge of $6.2 million was recognized for the year ended December 31, 2015. The fair value was determined using
the present value of the expected future cash flows discounted at a rate equivalent to a market participant’s weighted average cost of capital. The estimates and
assumptions regarding expected future cash flows and appropriate discount rates are in part based upon existing contracts, future shuttle tanker rates, historical
experience, financial forecasts and industry trends and conditions. This non-cash impairment charge reduced the Partnership’s remaining goodwill balance to zero.
Vessel
Market
Values
In “—Vessel Lives and Impairment” above, we discuss our policy for assessing impairment of the carrying value of our vessels. During the past few years,
the market values of certain vessels in the worldwide fleet have experienced particular volatility, with substantial declines in many vessel classes. There is a future
risk that the sale value of certain of our vessels could decline below those vessels’ carrying value, even though we would not impair those vessels’ carrying value
under our accounting impairment policy, due to our belief that future undiscounted cash flows expected to be earned by such vessels over their operating lives
would exceed such vessels’ carrying value.
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In connection with monitoring compliance with our credit facilities and as a general business matter, we periodically monitor the market value of our vessels,
including by obtaining various broker valuations as of specific dates. We generally do not include the impact of market fluctuations in vessel prices in our financial
statements. We do, however, monitor our business and assets on a regular basis for potential asset impairment as described above. The total carrying value of our
vessels was $1,193 million as of December 31, 2015. With respect to the vessels, based on broker valuations as of December 31, 2015, and disregarding the
charters attached to each of the vessels, we believe the aggregate market value of these vessels was less than their aggregate carrying value as of that date. We
believe the aggregate amount of this deficit as of December 31, 2015 for the vessels was approximately $125 million. These vessels do, however, have long-term
charters with fixed rates attached. We believe that our recoverable amount for each of these vessels exceeded the applicable carrying value as of December 31,
2015, and, accordingly, have not recorded impairment charges even though the vessels have experienced a decline in charter free market value (i.e. disregarding the
charters attached to each of the vessels).
Drydocking
Description . We drydock each of our vessels periodically for inspection, repairs and maintenance and for any modifications to comply with industry
certification or governmental requirements. For vessels operating on time charters, we capitalize the costs directly associated with the classification and regulatory
requirements for inspection of the vessels, major repairs and improvements incurred during drydocking that increase the earnings capacity or improve the
efficiency or safety of the vessels. Drydocking cost is depreciated on a straight-line basis over the period until the next planned drydocking takes place. We expense
costs related to routine repairs and maintenance performed during drydocking or as otherwise incurred. For vessels that are newly built or acquired, an element of
the cost of the vessel is allocated initially to a drydock component and depreciated on a straight-line basis over the period until the next planned drydocking. When
significant drydocking expenditures occur prior to the expiration of this period, we expense the remaining unamortized balance of the original drydocking cost in
the month of the subsequent drydocking. For vessels operating on bareboat charters, the charterer bears the cost of any drydocking.
Judgments and Uncertainties . Depreciation of capitalized drydock expenditures requires us to estimate the period of the next drydocking or estimated useful
life of drydock expenditures. While we typically drydock our vessels every 60 months until the vessel is 15 years old and every 30 months thereafter, we may
drydock the vessels at an earlier date.
Effect If Actual Results Differ from Assumptions . A change in our estimate of the useful life of a drydock will have a direct effect on our depreciation of
drydocking expenditures.
Taxes
Description . We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.
Judgments and Uncertainties . We record a valuation allowance for deferred tax assets when it is more likely than not that some or all of the benefit from the
deferred tax asset will not be realized. The future realization of deferred tax assets depends on the existence of sufficient taxable income of the appropriate
character in the carry forward period. This analysis requires, among other things, the use of estimates and projections in determining future reversals of temporary
differences and forecasts of future profitability and evaluating potential tax-planning strategies. The valuation allowances as of December 31, 2013 were related to
the financial loss carry forwards and other net deferred tax assets for Norwegian tonnage tax. In assessing the realizability of deferred tax assets, we considered all
the positive and negative evidence available. Given our cumulative loss position for tonnage tax, we determined it was more likely than not that some of the benefit
from the deferred tax assets would not be realized based on the weight of available evidence. As of December 31, 2014, we determined that the deferred tax assets
are likely to not be realized, and the booked value was, therefore, zero.
Effect If Actual Results Differ from Assumptions . If we determined that we were able to realize a net deferred tax asset in the future, in excess of the net
recorded amount, an adjustment to decrease the valuation allowance related to the deferred tax assets would typically increase our net income (or decrease our loss)
in the period such determination was made. Likewise, if we determined that we were not able to realize all or a part of our deferred tax asset in the future, an
adjustment to increase the valuation allowance related to the deferred tax assets would typically decrease our net income (or increase our loss) in the period such
determination was made. As of December 31, 2015 and 2014, we had a valuation allowance of $10.3 million and $9.1 million, respectively.
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Recently Issued Accounting Standards
Accounting
Pronouncements
Not
Yet
Adopted
In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) issued a comprehensive revenue
recognition standard that will supersede virtually all of the existing revenue recognition guidance. The standard is intended to increase comparability across
industries and jurisdictions. The single, global revenue recognition model applies to most contacts with customers. Leases, insurance contracts, financial
instruments, guarantees and certain non-monetary transactions are excluded from the scope of the guidance. Revenue will be recognized in a manner that depicts
the transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled, subject to certain limitations.
The FASB deferred by one year the effective date of its new revenue recognition standard for public entities reporting under U.S. GAAP. The new revenue
recognition standard will be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods within
that reporting period. Public and nonpublic entities will be permitted to adopt the standard as early as the original public entity effective date (i.e., annual reporting
periods beginning after December 15, 2016 and interim periods therein). Early adoption prior to that date is not permitted. The Partnership is assessing what
impact, if any, the adoption of the guidance will have on its financial position, results of operations and cash flows.
In August 2014, FASB issued Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosures of Uncertainties about an Entity’s
Ability to Continue as a Going Concern (Accounting Standards Update (ASU) -2014-15). ASU 2014-15 provides guidance in GAAP about management’s
responsibility to evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one
year after the financial statements are issued (or available to be issued when applicable) and, if so, disclose that fact. Management will be required to make this
evaluation for both annual and interim reporting periods, if applicable. Management also is required to evaluate and disclose whether its plans alleviate that doubt.
The standard is effective for annual periods after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption
is permitted. The Partnership is evaluating the effect of adopting this new accounting guidance. The Partnership does not expect the adoption of this standard to
have a material impact on the consolidated and combined financial statements.
In April 2015, FASB issued Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires
that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability
rather than as an asset. This will make the presentation of debt issuance costs consistent with the presentation of debt discounts or premiums. The guidance also
addresses the long-standing conflict with the conceptual framework and improves consistency with International Financial Reporting Standards (IFRS).The
recognition and measurement guidance for debt issuance costs is not affected. The standard does not address the presentation of costs that does not have an
associated liability. The guidance is effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The Partnership has
not yet adopted ASU 2015-03. The adoption of the new standard will have an impact on the Partnership’s balance sheets and reduce total assets and total liabilities
and will be applied retrospectively.
In June 2015, FASB issued Technical Corrections and Improvements (ASU 2015-10) to correct differences between original guidance and the ASC, clarify
the guidance, correct references and make minor improvements affecting a variety of topics. While most of the amendments are not expected to have a significant
effect on practice, some of them could change practice for some entities. Amendments that the FASB deemed more substantive are effective for fiscal years, and
interim periods within those fiscal years, beginning after December 15, 2015. The other amendments are effective immediately. The Partnership is assessing what
impact, if any, this guidance will have on its consolidated and combined financial position, results of operations and cash flows.
In August 2015, FASB issued ASU 2015-15 to incorporate into the Accounting Standards Codification (ASC) an SEC staff announcement that the SEC staff
will not object to an entity presenting the cost of securing a revolving line of credit as a deferred asset, regardless of whether a balance is outstanding. The
announcement came in response to questions that arose after the FASB issued ASU 2015-03 Interest – Imputation of interest (Subtopic 835-30) – Simplifying the
Presentation of Debt Issuance Costs. The standard, as issued, did not address revolving lines of credit, which may not have outstanding balances. An entity that
repeatedly draws on a revolving credit facility and then repays the balance could present the cost as a deferred asset and reclassify all or a portion of it as a direct
deduction from the liability whenever a balance is outstanding. However, the SEC staff’s announcement provides a less cumbersome alternative. Either way, the
cost should be amortized over the term of the arrangement. The guidance is effective upon announcement by the SEC staff on June 18, 2015. The Partnership is
assessing what impact, if any, the adoption of this guidance will have its financial position and it may have an impact on the balance sheets depending on whether
the Partnership withdraws and use it revolving line of credit.
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In November 2015, FASB issued guidance on Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes (ASU 2015-17). Companies are
required to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amount.
Also, companies will no longer allocate valuation allowances between current and noncurrent deferred tax assets because those allowances also will be classified as
noncurrent. The FASB staff is performing additional research on companion proposal requiring companies to immediately recognize income tax expenses or
benefits on intercompany transactions. Since early adoption of the guidance is permitted, companies can start applying it in interim and annual financial statements
that have not yet been issued. For public business entities the guidance is effective for financial statements issued for annual periods beginning after December 15,
2016, and interim periods within those annual periods. For all other entities, the guidance is effective for financial statements issued for annual periods beginning
after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Companies can adopt the guidance either prospectively or
retrospectively. The Partnership is assessing what impact, if any, this guidance will have on its consolidated and combined financial position.
There are no other recent accounting pronouncements issued whose adoption would have a material impact on the Partnership’s combined consolidated and
combined carve-out financial statements in the current year or are expected to have a material impact on future years.
C. Research and Development, Patents and Licenses, Etc.
Not applicable.
D. Trend Information
Please read “Item 5. Operating and Financial Review and Prospects—Market Overview and Trends.”
E. Off-Balance Sheet Arrangements
At December 31, 2015, we did not have any off-balance sheet arrangements.
F. Tabular Disclosure of Contractual Obligations
The following table summarizes our long-term contractual obligations as of December 31, 2015:
Payments Due by Period
Less than
Long-term debt obligations (including interest) (1)
Total
Total
1 Year
1-3 Years
(U.S. Dollars in thousands)
$756,812 $ 73,319 $294,268 $296,255 $ 92,969
$756,812 $ 73,319 $294,268 $296,255 $ 92,969
3-5 Years
More than
5 Years
(1)
The long-term debt obligation has been calculated assuming interest rates based on the 6-month LIBOR as of December 31, 2015, plus the applicable margin
for all periods presented.
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G. Safe Harbor
Please read “Forward-Looking Statements.”
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
The following table provides information about our directors and executive officer. The business address for each of our directors and executive officer is 2
Queen’s Cross, Aberdeen, Aberdeenshire AB15 4YB, United Kingdom.
Name
Trygve Seglem
John Costain
Hans Petter Aas
Edward A. Waryas, Jr.
Andrew Beveridge
Hiroaki Nishiyama
Yoshiyuki Konuma
Simon Bird
Age
Position
65 Chairman of the Board of Directors
52 Chief Executive Officer and Chief Financial Officer
70 Director, Chairman of the Audit Committee and Member of the Conflicts Committee
68 Director and Chairman of the Conflicts Committee and Member of the Audit Committee
68 Director and Member of the Audit Committee
49 Director
55 Director
56 Director
Trygve
Seglem
has served as Chairman of our board of directors since 2013. Mr. Seglem is the owner of TSSI, which is a 50% owner of KNOT. In addition,
Mr. Seglem serves as a member of the board of directors of Nordisk Defence Club, a member of the board of directors of Koralfisk AS and a member of the board
of directors of Assuranceforeningen SKULD (Gjensidig). Mr. Seglem began his career at Statoil at its inception and has been involved in the development of
offshore loading tankers since 1975. In 1984, Mr. Seglem became the project director and a part owner, through TSSI, of the Knutsen Group. In September 2008,
Mr. Seglem became the sole owner of the shuttle tanker operations of the Knutsen Companies. Mr. Seglem has a degree from Newcastle University.
Hans
Petter
Aas
has served on our board of directors since 2013. Mr. Aas has had a long career as a banker in the international shipping and offshore
markets and retired from his position as Global Head of the Shipping, Offshore and Logistics Division of DnB NOR Bank ASA in August 2008. Mr. Aas joined
DnB NOR Bank ASA (then Bergen Bank) in 1989 and has previously worked for the Petroleum Division of the Norwegian Ministry of Industry and the Ministry
of Energy, as well as for Vesta Insurance and Nevi Finance. Mr. Aas is also the Chairman of the Board of Directors of Ship Finance International Limited and a
director of, Gearbulk Holding Ltd., Seadrill Ltd., Golden Ocean Group Ltd., Deep Sea Supply Plc. and Solvang ASA. Mr. Aas has a degree from the Norwegian
School of Economics and Business Administration.
Edward
A.
Waryas,
Jr.
has served on our board of directors since 2013. He was Vice President-Marine Business Development for Lloyd’s Register North
America, Inc., where he was responsible for marine business development, account management, marketing and product development in North America. Prior to
joining Lloyd’s Register North America, Inc. in 2000, Mr. Waryas was President of the marine division of Clay Marketing & Public Relations, Inc., as well as
President of Windward Maritime, LLC, a maritime consultancy company. In the 1990s, Mr. Waryas was Director, Business Development for Newport News
Shipbuilding and Vice President of the Tenneco Foreign Sales Corporation. Prior to these positions, Mr. Waryas was a U.S. Coast Guard licensed engineer for
Mobil Shipping & Transportation Company. While at Mobil Shipping & Transportation Company, Mr. Waryas served as chairman of the bow-loading
coordination committee that developed the offshore loading system for the Statfjord Field off the coast of Norway. Mr. Waryas is a member of the North American
panel for Intertanko and a former member of American Petroleum Institute’s Marine Committee. Mr. Waryas has a Bachelor of Science, Marine Engineering, from
the United States Merchant Marine Academy and a Master of Science, Transportation Management, from the State University of New York.
Andrew
Beveridge
has served on our board of directors since 2013. Mr. Beveridge also serves as a director of KNOT UK, a position he has held since 2013.
He is an entrepreneur with a track record of running capital-intensive businesses in the offshore service and shipping industries. From 2006 to 2008, Mr. Beveridge
was the Deputy Managing Director and Business Development Manager of Fugro Rovtech Ltd, a shipping and remotely operated vehicle (“ROV”) company. From
1996 to 2006, Mr. Beveridge was the Managing Director of Rovtech Ltd., a company that specializes in the operation of underwater ROVs and the ships they
deploy in the oil service and underwater cable-burial industries. Prior to 1996, Mr. Beveridge held various positions as the Managing Director, commercial director
or manager of Slinsgby Engineering Ltd, HMB Subwork Ltd, Star Offshore Services Ltd, Cunard Steamship Co Ltd and Offshore Marine Ltd. Mr. Beveridge has
an engineering degree from Trinity College, Cambridge.
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Hiroaki
Nishiyama
has served on our board of directors since August 2014. Mr. Nishiyama has served as the Managing Director of NYK Energy Transport
(Atlantic) Limited since April 2014. From April 1989 to March 2014, Mr. Nishiyama held various positions at Nippon Yusen Kabushiki Kaisha. Specifically, from
April 2013 to March 2014, he served as the General Manager of NYK Energy Transport (Atlantic) Limited. From April 2011 to March 2013, he served as Manager
of the Air Freighter Business Group. From October 2009 to March 2011, he served as Manager of the Corporate Planning Group. From April 2004 to September
2009, he served as Manager of the LNG Group. From April 1989 to March 2004, he served for or worked in the Container Trade Management Group, NYK Line
(Europe) Limited, Sales and Marketing Europe Division, and Liner Coordination Division.
Yoshiyuki
Konuma
has served on our board of directors since 2013. Mr. Konuma has served as the Senior General Manager, Offshore Business Group,
Energy Division, of Nippon Yusen Kabushiki Kaisha since April 2012. From April 2009 to April 2012, he served as Senior General Manager, LNG Group, Energy
Division. From January 2006 to April 2009, he was General Manager, LNG Group, Energy Division. Mr. Konuma joined Nippon Yusen Kabushiki Kaisha in April
1983. Since January 2012, he has served as a member of the board of directors of NYK Holding (Europe) B.V.
Simon
Bird
has served on our board of directors since May 2015. Mr. Bird is currently Director Humber for Associated Ports, a board role, having taken up
this position in September 2015. Mr. Bird previously served as the Chief Executive of Bristol Port Company from 2000 until August 2015. From 1997 to 1999,
Mr. Bird served as Commercial Director at Mersey Docks & Harbour Company plc. From 1995 to 1997 he was Joint Managing Director and Executive Director at
International Water Ltd. Prior to 1995, Mr. Bird held various positions at British Aerospace plc, Thorn EMI plc, Philips, the Royal Navy and Her Majesty’s
Diplomatic Service. Mr. Bird is also a director of Bristol Bulk Company, the chairman of UK Major Ports Group, a vice chairman of Maritime UK and a member
of the Strategic Advisory Group of the Royal Navy.
John
Costain
has served as our Chief Executive Officer and Chief Financial Officer since June 1, 2015. From February 2013 until May 2015, Mr. Costain
served as a member our board of directors. Since 2004, Mr. Costain has also been employed by Tankers (UK) Agencies Ltd, which acts as agent to Tankers
International Pool, serving as Finance Director since 2005. At Tankers (UK) Agencies Ltd, Mr. Costain is responsible for group reporting results under U.S.
GAAP. From 1991 to 2004, Mr. Costain held various positions at Euronav (UK) Agencies Ltd., including Finance Director and Managing Director of the offshore
holding shipping company, as well as other positions in finance. Mr. Costain is a Chartered Accountant with a degree in Civil Engineering from Manchester
University.
B. Compensation
Reimbursement of Expenses of Our General Partner
Our general partner does not receive compensation from us for any services it provides on our behalf, although it is entitled to reimbursement for expenses
incurred on our behalf. In addition, we pay certain fees to KNOT Management and KNOT Management Denmark pursuant to technical management agreements
and management and administration agreements with our operating subsidiaries, and we reimburse KOAS UK, KOAS and KNOT Management for their reasonable
costs and expenses (plus a 5% service fee) incurred in connection with provision of services pursuant to an administrative services agreement. Please read “Item 7.
Major Unitholders and Related Party Transactions—Related Party Transactions.”
Executive Compensation
We did not pay any compensation to our directors or our Chief Executive Officer and Chief Financial Officer or accrue any obligations with respect to
management incentive or retirement benefits for our directors and our Chief Executive Officer and Chief Financial Officer prior to our IPO. Pursuant to the
administrative services agreement, John Costain, as an officer of KNOT UK, provides executive officer functions for our benefit. Mr. Costain is responsible for our
day-to-day management subject to the direction of our board of directors. Under the administrative services agreement, we reimburse KNOT UK for its reasonable
costs and expenses in connection with the provision of an executive officer and other administrative services to us. In addition, we pay KNOT UK a management
fee equal to 5% of its costs and expenses incurred on our behalf. For the year ended December 31, 2015, we incurred total costs, expenses and fees under this
agreement of approximately $1.9 million (which includes $1.2 million that was paid to KOAS, KOAS UK and KNOT Management for services they provided for
us as subcontractors under the administrative services agreement). Our officers and employees and officers and employees of our subsidiaries and affiliates of
KNOT and our general partner may participate in employee benefit plans and arrangements sponsored by KNOT, our general partner or their affiliates, including
plans that may be established in the future.
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Mr. Costain entered into an employment agreement with KNOT UK effective June 1, 2015. Pursuant to the employment agreement, Mr. Costain serves as
KNOT UK’s Chief Executive Officer and Chief Financial Officer and is based in London. His annualized base salary is 200,000 British Pounds. In addition, the
employment agreement also provides for a discretionary annual bonus (as determined by the board of directors of KNOT UK), 30 working days of paid vacation
per year (plus public holidays) and up to 13 weeks of paid sick leave per year. Mr. Costain’s employment may be terminated on 6 months’ prior written notice by
either Mr. Costain or KNOT UK. In addition, Mr. Costain’s employment agreement provides KNOT UK with the option to make a payment in lieu of notice or to
place Mr. Costain on garden leave during his notice period. KNOT UK may also terminate the employment agreement with immediate effect upon certain specified
“cause” events. The employment agreement includes post-termination restrictive covenants prohibiting Mr. Costain from competing or soliciting customers or
employees for a period of 12 months after the termination of his employment. For the year ended December 31, 2015, Mr. Costain received $179,185 in total
compensation. In addition, an accrual of $nil for 2015 was made to cover insurance and pension expenses for Mr. Costain.
Arild Vik served as the Chief Executive Officer and Chief Financial Officer of the Partnership and KNOT UK from 2013 until June 1, 2015 pursuant to an
employment agreement with KNOT UK dated March 28, 2013. Under the employment agreement, Mr. Vik’s annualized base salary was 200,000 British Pounds.
In addition, the employment agreement provided for a discretionary annual bonus (as determined by the board of directors of KNOT UK), the reimbursement of
relocation expenses to the United Kingdom (up to a maximum of 30,000 British Pounds), payment by KNOT UK of housing costs in London, participation in other
employment benefits in which other senior executives of KNOT UK participate, 60 working days of paid vacation per year (plus public holidays) and up to 13
weeks of paid sick leave per year. The employment agreement includes post-termination restrictive covenants prohibiting Mr. Vik from competing or soliciting
customers or employees for a period of 12 months after the termination of his employment. For the year ended December 31, 2015, Mr. Vik received $188,197 in
total compensation. In addition, an accrual of $nil for 2015 was made to cover insurance and pension expenses for Mr. Vik
Compensation of Directors
Each director receives compensation for attending meetings of our board of directors, as well as committee meetings. During the year ended December 31,
2015 each of our directors and our Chairman received aggregate compensation of $40,000 and members of the audit and conflicts committee received an aggregate
committee fee of $5,000. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of our board of directors or
committees. Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.
C. Board Practices
General
Our partnership agreement provides that our general partner irrevocably delegates to our board of directors the authority to oversee and direct our operations,
management and policies on an exclusive basis, and such delegation is binding on any successor general partner of the Partnership. Our general partner, KNOT
Offshore Partners GP LLC, is wholly owned by KNOT. Our officers manage our day-to-day activities consistent with the policies and procedures adopted by our
board of directors.
Our current board of directors consists of seven members, Trygve Seglem, Hiroaki Nishiyama, Yoshiyuki Konuma, Hans Petter Aas, Edward A. Waryas, Jr.,
Andrew Beveridge and Simon Bird. Mr. Seglem, Mr. Nishiyama and Mr. Konuma and have been appointed by our general partner. Mr. Aas, Mr. Waryas and
Mr. Beveridge were elected by our common unitholders. Mr. Bird was appointed by the remaining elected directors pursuant to our partnership agreement to
replace John Costain upon his resignation from our board of directors in May 2015. Directors appointed by our general partner serve as directors for terms
determined by our general partner. Directors elected by our common unitholders are divided into four classes serving staggered four-year terms. Mr. Waryas is
designated as the Class I elected director and will serve until our annual meeting of unitholders in 2018, Mr. Beveridge is designated as the Class II elected director
and will serve until our annual meeting of unitholders in 2019, Mr. Bird is designated as our Class III elected director and will serve until our annual meeting of
unitholders in 2016, and Mr. Aas is designated as our Class IV elected director and will serve until our annual meeting of unitholders in 2017. At each annual
meeting of unitholders, directors will be elected to succeed the class of director whose term has expired by a plurality of the votes of the common unitholders.
Directors elected by our common unitholders will be nominated by our board of directors or by any limited partner or group of limited partners that holds at least
10% of the outstanding common units.
Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, if at any time, any person or group owns
beneficially more than 4.9% or more of any class of units then outstanding (excluding units held by Norwegian Resident Holders in the election of the elected
directors as discussed below), any such units owned by that person or group in excess of 4.9% may not be voted (except for purposes of nominating a person for
election to our board of directors). The voting rights of any such unitholders in excess of 4.9% will effectively be redistributed pro rata among the other common
unitholders holding less than 4.9% of the voting power of such class of units. Our general partner, its affiliates and persons who acquire common units with the
prior approval of our board of directors are not subject to this 4.9% limitation except with respect to voting their common units in the election of the elected
directors.
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In addition, common unitholders that are Norwegian Resident Holders will not be eligible to vote in the election of the elected directors. The voting rights of
any Norwegian Resident Holders will effectively be redistributed pro rata among the remaining common unitholders (subject to the limitation described above for
4.9% common unitholders) in these elections.
Committees
We have an audit committee that, among other things, reviews our external financial reporting, engages our external auditors and oversees our internal audit
activities and procedures and the adequacy of our internal accounting controls. Our audit committee is comprised of Hans Petter Aas, Andrew Beveridge and
Edward A. Waryas, Jr. Our board of directors has determined that each of Mr. Aas, Mr. Beveridge and Mr. Waryas satisfies the independence standards established
by the NYSE. Mr. Aas qualifies as an “audit committee financial expert” for purposes of SEC rules and regulations.
We also have a conflicts committee comprised of Mr. Waryas and Mr. Aas. The conflicts committee is available at our board of directors’ discretion to
review specific matters that our board of directors believes may involve conflicts of interest. The conflicts committee may determine if the resolution of the conflict
of interest is fair and reasonable to us. The members of the conflicts committee may not be officers or employees of us or directors, officers or employees of our
general partner or its affiliates and must meet the independence standards established by the NYSE to serve on an audit committee of a board of directors and
certain other requirements. Any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us, approved by all of our
partners and not a breach by our directors, our general partner or its affiliates of any duties any of them may owe us or our unitholders.
Exemptions from NYSE Corporate Governance Rules
Because we qualify as a foreign private issuer under SEC rules, we are permitted to follow the corporate governance practices of the Marshall Islands (the
jurisdiction in which we are organized) in lieu of certain of the NYSE corporate governance requirements that would otherwise be applicable to us. The NYSE
rules do not require a listed company that is a foreign private issuer to have a board of directors that is comprised of a majority of independent directors. Under
Marshall Islands law, we are not required to have a board of directors comprised of a majority of directors meeting the independence standards described in the
NYSE rules. In addition, the NYSE rules do not require limited partnerships like us to have boards of directors comprised of a majority of independent directors.
The NYSE rules do not require foreign private issuers or limited partnerships like us to establish a compensation committee or a nominating/corporate governance
committee. Similarly, under Marshall Islands law, we are not required to have a compensation committee or a nominating/corporate governance committee.
Accordingly, we do not have a compensation committee or a nominating/corporate governance committee. For a listing and further discussion of how our corporate
governance practices differ from those required of U.S. companies listed on the NYSE, please read “Item 16G. Corporate Governance.”
D. Employees
Employees of affiliates of KNOT provide services to our subsidiaries pursuant to the technical management agreements, the management and administration
agreements and the administrative services agreement. As of December 31, 2015, we directly employed one onshore employee and no seagoing employees. As of
December 31, 2015, KNOT, through subsidiaries and affiliated companies, employed approximately 230 seagoing staff to serve on our vessels. Certain affiliates of
KNOT, including KNOT Management, provide commercial and technical management services, including all necessary crew-related services, to our subsidiaries
pursuant to the technical management agreements and the management and administration agreements. Please read “Item 7. Major Unitholders and Related Party
Transactions—Related Party Transactions” and “Item 4. Information on the Partnership—Business Overview—Employees.”
E. Unit Ownership
As of March 18, 2016, there were no common units or subordinated units beneficially owned by our current directors or executive officer.
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Item 7. Major Unitholders and Related Party Transactions
A. Major Unitholders
The following table sets forth the beneficial ownership of our common units and subordinated units as of March 18, 2016 by each person that we know to
beneficially own more than 5.0% of our common or subordinated units. The number of units beneficially owned by each person is determined under SEC rules and
the information is not necessarily indicative of beneficial ownership for any other purpose:
Name of Beneficial Owner
KNOT(1)
Clearbridge Investments, LLC(2)
Goldman Sachs Asset Management(3)
Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne(4)
Oppenheimer Funds, Inc. and Oppenheimer SteelPath MLP Income Fund (5)
Advisory Research, Inc. and Piper Jaffray
Common Units
Beneficially Owned
Number
90,368
1,500,751
1,766,502
2,550,397
1,071,537
Percent
0.5%
8.1%
9.5%
13.7%
5.8%
Subordinated Units
Beneficially Owned
Number
8,567,500
—
—
—
—
Percent
100%
—
—
—
—
Companies (6)
1,465,055
7.9%
—
—
Percentage of
Total Common
and
Subordinated
Units
Beneficially
Owned
31.8%
5.5%
6.5%
9.4%
3.9%
5.4%
(1)
(2)
(3)
(4)
(5)
(6)
KNOT is a joint venture between TSSI and NYK, each of which owns a 50% interest. Excludes the general partner interest held by our general partner, a
wholly owned subsidiary of KNOT. Includes common units held by our general partner.
This information is based on the Schedule 13G/A filed by Clearbridge Investments, LLC on February 16, 2016.
Goldman Sachs Asset Management, L.P. and GS Investment Strategies, LLC (collectively, “Goldman Sachs Asset Management”) have shared voting power
and shared dispositive power as to 1,766,502 units. This information is based on the Schedule 13G/A filed by Goldman Sachs Asset Management on
February 8, 2016.
Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne have shared voting power as to 1,341,375 units and shared dispositive power as to 2,550,397
units. This information is based on the Schedule 13G/A filed by Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne on January 27, 2016.
Oppenheimer Funds, Inc. has shared voting power and shared dispositive power as to 1,071,537 units. Oppenheimer SteelPath MLP Income Fund has shared
voting power and shared dispositive power as to 1,053,652 units, which represents 5.7% of common units outstanding and 3.9% of common and
subordinated units outstanding. This information is based on the Schedule 13G/A filed by Oppenheimer Funds, Inc. and Oppenheimer SteelPath MLP
Income Fund on February 4, 2016.
Advisory Research, Inc. has sole voting and dispositive power, and Piper Jaffray Companies has shared voting and dispositive power, as to 1,465,055
common units. This information is based on the Schedule 13G/A filed by Advisory Research, Inc. and Piper Jaffray Companies on February 18, 2016.
Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, if at any time, any person or group owns
beneficially more than 4.9% or more of any class of units then outstanding (excluding units held by Norwegian Resident Holders in the election of the elected
directors as discussed below), any such units owned by that person or group in excess of 4.9% may not be voted (except for purposes of nominating a person for
election to our board of directors). The voting rights of any such unitholders in excess of 4.9% will effectively be redistributed pro rata among the other common
unitholders holding less than 4.9% of the voting power of such class of units. Our general partner, its affiliates and persons who acquire common units with the
prior approval of our board of directors are not subject to this 4.9% limitation except with respect to voting their common units in the election of the elected
directors.
In addition, common unitholders that are Norwegian Resident Holders will not be eligible to vote in the election of the elected directors. The voting rights of
any Norwegian Resident Holders will effectively be redistributed pro rata among the remaining common unitholders (subject to the limitation described above for
4.9% common unitholders) in these elections.
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KNOT exercises influence over the Partnership through our general partner, a wholly owned subsidiary of KNOT, which in its sole discretion appoints three
directors to our board of directors. Please read “Item 6. Directors, Senior Management and Employees—Board Practices.” KNOT also exercises influence over the
Partnership through its ownership of all of our subordinated units. At the end of the subordination period, assuming no additional issuances of common units and no
additional repurchases under the common unit repurchase program, KNOT will own 31.8% of our common units
B. Related Party Transactions
From time to time we have entered into agreements and have consummated transactions with certain related parties. We may enter into related party
transactions from time to time in the future. In connection with our IPO, we established a conflicts committee, comprised entirely of independent directors, which
must approve all proposed material related party transactions. The related party transactions that we have entered into or were party to since January 1, 2013 are
discussed below.
Omnibus Agreement
Upon the closing of our IPO, we entered into an Omnibus Agreement with KNOT, our general partner and certain of our other subsidiaries. The following
discussion describes certain provisions of the Omnibus Agreement.
Noncompetition
Pursuant to the Omnibus Agreement, KNOT agreed, and caused its controlled affiliates (other than us, our general partner and our subsidiaries) to agree, not
to acquire, own, operate or charter any shuttle tanker operating under a charter for five or more years. For purposes of this section, we refer to these vessels,
together with any related charters, as “Five-Year Vessels” and to all other shuttle tankers, together with any related charters, as “Non-Five-Year Vessels.” The
restrictions in this paragraph do not prevent KNOT or any of its controlled affiliates (other than us and our subsidiaries) from:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
acquiring, owning, operating or chartering Non-Five-Year Vessels;
acquiring one or more Five-Year Vessels if KNOT promptly offers to sell the vessel to us for the acquisition price plus any administrative costs
(including re-flagging and reasonable legal costs) associated with the transfer to us at the time of the acquisition;
putting a Non-Five-Year Vessel under charter for five or more years if KNOT offers to sell the vessel to us for fair market value (x) promptly after the
time it becomes a Five-Year Vessel and (y) at each renewal or extension of that charter for five or more years;
acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or
chartering those vessels; provided, however, that:
(a)
(b)
if less than a majority of the value of the business or assets acquired is attributable to Five-Year Vessels, as determined in good faith by
KNOT’s board of directors, KNOT must offer to sell such vessels to us for their fair market value plus any additional tax or other similar costs
that KNOT incurs in connection with the acquisition and the transfer of such vessels to us separate from the acquired business; and
if a majority or more of the value of the business or assets acquired is attributable to Five-Year Vessels, as determined in good faith by
KNOT’s board of directors, KNOT must notify us of the proposed acquisition in advance. Not later than 30 days following receipt of such
notice, we will notify KNOT if we wish to acquire such vessels in cooperation and simultaneously with KNOT acquiring the Non-Five-Year
Vessels. If we do not notify KNOT of our intent to pursue the acquisition within 30 days, KNOT may proceed with the acquisition and then
offer to sell such vessels to us as provided in paragraph (1)(a) above;
acquiring up to a 9.9% equity ownership, voting or profit participation interest in any company, business or pool of assets;
acquiring, owning, operating or chartering any Five-Year Vessel if we do not fulfill our obligation to purchase such vessel in accordance with the
terms of any existing or future agreement;
acquiring, owning, operating or chartering a Five-Year Vessel subject to the offers to us described in paragraphs (2), (3) and (4) above pending our
determination whether to accept such offers and pending the closing of any offers we accept;
providing ship management services relating to any vessel;
owning or operating any Five-Year Vessel that KNOT owned as of April 15, 2013 and that was not part of our initial fleet as of such date; or
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(10)
acquiring, owning, operating or chartering a Five-Year Vessel if we have previously advised KNOT that we consent to such acquisition, ownership,
operation or charter.
If KNOT or any of its controlled affiliates (other than us or our subsidiaries) acquires, owns, operates or charters Five-Year Vessels pursuant to any of the
exceptions described above, it may not subsequently expand that portion of its business other than pursuant to those exceptions. However, such Five-Year Vessels
could eventually compete with our vessels upon their re-chartering.
In addition, pursuant to the Omnibus Agreement, we agree, and cause our subsidiaries to agree, to acquire, own, operate or charter Five-Year Vessels only.
The restrictions in this paragraph do not:
(1)
(2)
(3)
(4)
prevent us from owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by us;
prevent us or any of our subsidiaries from acquiring Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package
of assets and owning, operating or chartering those vessels; provided, however, that:
(a)
(b)
if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by
us, we must offer to sell such vessels to KNOT for their fair market value plus any additional tax or other similar costs that we incur in
connection with the acquisition and the transfer of such vessels to KNOT separate from the acquired business; and
if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by
us, we must notify KNOT of the proposed acquisition in advance. Not later than 30 days following receipt of such notice, KNOT must notify
us if it wishes to acquire the Non-Five-Year Vessels in cooperation and simultaneously with us acquiring the Five-Year Vessels. If KNOT
does not notify us of its intent to pursue the acquisition within 30 days, we may proceed with the acquisition and then offer to sell such vessels
to KNOT as provided in paragraph (2)(a) above;
prevent us or any of our subsidiaries from acquiring, owning, operating or chartering any Non-Five-Year Vessels subject to the offer to KNOT
described in paragraph (2) above, pending its determination whether to accept such offer and pending the closing of any offer it accepts; or
prevent us or any of our subsidiaries from acquiring, owning, operating or chartering Non-Five-Year Vessels if KNOT has previously advised us that
it consents to such acquisition, ownership, operation or charter.
If we or any of our subsidiaries acquires, owns, operates or charters Non-Five-Year Vessels pursuant to any of the exceptions described above, neither we
nor such subsidiary may subsequently expand that portion of our business other than pursuant to those exceptions.
Upon a change of control of us or our general partner, the noncompetition provisions of the Omnibus Agreement terminate immediately. Upon a change of
control of KNOT, the noncompetition provisions of the Omnibus Agreement applicable to KNOT terminate at the time that is the later of the date of the change of
control and the date on which all of our outstanding subordinated units have converted to common units. On the date on which a majority of our directors ceases to
consist of directors that were (1) appointed by our general partner prior to our first annual meeting of unitholders and (2) recommended for election by a majority of
our appointed directors, the noncompetition provisions applicable to KNOT terminate immediately.
Shuttle
Tanker
Purchase
Options
Pursuant to the Omnibus Agreement, we have the right to purchase the Raquel Knutsen from KNOT at a purchase price to be agreed upon by us and KNOT,
at any time within 24 months after KNOT notifies our board of directors of its acceptance by its charterer. If we and KNOT are unable to agree upon the fair market
value of the Raquel Knutsen , the fair market values will be determined by a mutually acceptable investment banking firm, ship broker or other expert advisor, and
we have the right, but not the obligation, to purchase the vessel at such price.
On the date on which a majority of our directors ceases to consist of directors that were (1) appointed by our general partner prior to our first annual meeting
of unitholders and (2) recommended for election by a majority of our appointed directors, the shuttle tanker purchase options terminate immediately.
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Rights
of
First
Offer
on
Shuttle
Tankers
Pursuant to the Omnibus Agreement, we and our subsidiaries granted to KNOT a right of first offer on any proposed sale, transfer or other disposition of any
Five-Year Vessels or Non-Five-Year Vessels owned by us. Pursuant to the Omnibus Agreement, KNOT agreed, and caused its subsidiaries to agree, to grant a
similar right of first offer to us for any Five-Year Vessels they might own. These rights of first offer do not apply to a (1) sale, transfer or other disposition of
vessels between any affiliated subsidiaries or pursuant to the terms of any current or future charter or other agreement with a charterparty or (2) merger with or into,
or sale of substantially all of the assets to, an unaffiliated third party.
Prior to engaging in any negotiation regarding any vessel disposition with respect to a Five-Year Vessel with an unaffiliated third party or any Non-Five-
Year Vessel, we or KNOT, as the case may be, will deliver a written notice to the other relevant party setting forth the material terms and conditions of the
proposed transaction. During the 30-day period after the delivery of such notice, we and KNOT, as the case may be, will negotiate in good faith to reach an
agreement on the transaction. If we do not reach an agreement within such 30-day period, we or KNOT, as the case may be, will be able within the next 180
calendar days to sell, transfer, dispose or re-charter the vessel to a third party (or to agree in writing to undertake such transaction with a third party) on terms
generally no less favorable to us or KNOT, as the case may be, than those offered pursuant to the written notice.
Upon a change of control of us or our general partner, the right-of-first-offer provisions of the Omnibus Agreement terminate immediately. Upon a change of
control of KNOT, the right-of-first-offer provisions applicable to KNOT pursuant to the Omnibus Agreement terminate at the time that is the later of the date of the
change of control and the date on which all of our outstanding subordinated units have converted to common units. On the date on which a majority of our directors
ceases to consist of directors that were (1) appointed by our general partner prior to our first annual meeting of unitholders and (2) recommended for election by a
majority of our appointed directors, the provisions related to the rights of first offer granted to us by KNOT terminate immediately.
Indemnification
Pursuant to the Omnibus Agreement, KNOT indemnifies us until April 15, 2018 (and KNOT indemnifies us for a period of at least three years after our
purchase of the Carmen Knutsen, the Hilda Knutsen , the Torill Knutsen , the Ingrid Knutsen and the Raquel Knutsen , as applicable) against certain environmental
and toxic tort liabilities with respect to the assets contributed or sold to us to the extent arising prior to the time they were contributed or sold to us. Liabilities
resulting from a change in law after the closing of our IPO are excluded from the environmental indemnity. There is an aggregate cap of $5 million on the amount
of indemnity coverage provided by KNOT for environmental and toxic tort liabilities. No claim may be made unless the aggregate U.S. Dollar amount of all claims
exceeds $500,000, in which case KNOT is liable for claims only to the extent such aggregate amount exceeds $500,000.
KNOT also indemnifies us for liabilities related to:
•
certain defects in title to the assets contributed or sold to us and any failure to obtain, prior to the time they were contributed to us, certain consents and
permits necessary to conduct our business, which liabilities arise before April 15, 2018 (or, in the case of the Carmen Knutsen , the Hilda Knutsen , the Torill
Knutsen , the Ingrid Knutsen and the Raquel Knutsen , within three years after our purchase of the Carmen Knutsen , the Hilda Knutsen , the Torill Knutsen ,
the Ingrid Knutsen and the Raquel Knutsen , as applicable); and
•
certain tax liabilities attributable to the operation of the assets contributed or sold to us prior to the time they were contributed or sold.
Amendments
The Omnibus Agreement may not be amended without the prior approval of the conflicts committee of our board of directors if the proposed amendment
will, in the reasonable discretion of our board of directors, adversely affect holders of our common units.
Guarantees
Relating
to
the
Bodil
Knutsen
and
the
Windsor
Knutsen
If at any time until April 15, 2018, the Bodil Knutsen is not receiving from any charterer a hire rate that is equal to or greater than the hire rate payable under
the initial Bodil Knutsen charter, then KNOT shall pay us such hire rate that would have been in effect and payable under the initial Bodil Knutsen charter;
provided, however, that in the event that, if at any time until April 15, 2018, the Bodil Knutsen is chartered under a charter other than the initial Bodil Knutsen
charter and the hire rate being paid under such charter is lower than the hire rate that would have been in effect and payable under the initial Bodil Knutsen charter
during any such period, then KNOT shall pay us the difference between the hire rate that would have been in effect and payable under the initial Bodil Knutsen
charter during such period and the hire rate that is then in effect and payable under such other charter.
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If at any time until April 15, 2018, the Windsor Knutsen is not receiving from any charterer a hire rate that is equal to or greater than the hire rate payable
under the initial Windsor Knutsen charter, then KNOT shall pay us such hire rate that would have been in effect and payable under the initial Windsor Knutsen
charter; provided, however, that in the event that, if at any time until April 15, 2018, the Windsor Knutsen is chartered under a charter other than the initial Windsor
Knutsen charter and the hire rate being paid under such charter is lower than the hire rate that would have been in effect and payable under the initial Windsor
Knutsen charter during any such period, then KNOT shall pay us the difference between the hire rate that would have been in effect and payable under the initial
Windsor Knutsen charter during such period and the hire rate that is then in effect and payable under such other charter; provided, further, that the hire rate that
would have been in effect and payable under the initial Windsor Knutsen charter during the period between the final termination date of the initial Windsor Knutsen
charter (assuming that all extension options thereunder would have been exercised) and the last day of the five-year period following the closing date of our IPO
shall be deemed to have been the hire rate that would have been in effect and payable during the last option extension period under the initial Windsor Knutsen
charter (assuming that all extension options thereunder would have been exercised).
Windsor Knutsen Time Charter
In order to comply with its obligations under the Omnibus Agreement, in July 2014, KNOT entered into a time charter for the Windsor Knutsen at a rate of
hire that would have been in effect during the option period under the initial Windsor Knutsen time charter. This charter expired when the new BG Group time
charter for the Windsor Knutsen commenced in October of 2015.
Administrative Services Agreement
Effective as of February 26, 2013, in connection with our IPO, we entered into an administrative services agreement with KNOT UK, pursuant to which
KNOT UK provides certain management and administrative services to us. The agreement has an initial term of five years. The services provided under the
administrative services agreement are provided in a diligent manner, as we may reasonably direct. KNOT UK is permitted to subcontract certain of the
administrative services provided under this agreement to KOAS UK and KOAS, each of which is a wholly owned subsidiary of TSSI and KNOT Management. On
May 7, 2015, we entered into an amendment to the administrative services agreement, which allows KNOT UK to also subcontract administrative services to
KNOT Management.
The administrative services agreement may be terminated prior to the end of its term by us upon 90 days’ notice for any reason in the sole discretion of our
board of directors. In addition, the administrative services agreement may be terminated by KNOT UK upon 90 days’ notice if:
•
•
•
•
•
there is a change of control of us or our general partner;
a receiver is appointed for all or substantially all of our property;
an order is made to wind up our partnership;
a final judgment or order that materially and adversely affects our ability to perform the agreement is obtained or entered and not vacated or discharged; or
we make a general assignment for the benefit of our creditors, file a petition in bankruptcy or liquidation or commence any reorganization proceedings.
Under the administrative services agreement, John Costain, as an officer of KNOT UK, provides executive officer functions for our benefit. Mr. Costain is
responsible for our day-to-day management subject to the direction of our board of directors. Our board of directors has the ability to terminate the arrangement
with KNOT UK regarding the provision of executive officer services to us with respect to Mr. Costain at any time in its sole discretion.
The administrative services provided by KNOT UK include:
•
•
•
commercial management services : assistance with our commercial management and the execution of our business strategies, although KNOT UK does not
make any strategic decisions;
bookkeeping, audit and accounting services : assistance with the maintenance of our corporate books and records, assistance with the preparation of our tax
returns and arranging for the provision of audit and accounting services;
legal and insurance services : arranging for the provision of legal, insurance and other professional services and maintaining our existence and good standing
in necessary jurisdictions;
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•
administrative and clerical services : assistance with office space, arranging meetings for our common unitholders pursuant to our partnership agreement,
arranging the provision of IT services, providing all administrative services required for subsequent debt and equity financings and attending to all other
administrative matters necessary to ensure the professional management of our business;
•
banking and financial services : providing cash management including assistance with preparation of budgets, overseeing banking services and bank
accounts, arranging for the deposit of funds and monitoring and maintaining compliance therewith;
•
advisory services : assistance in complying with United States and other relevant securities laws;
•
client and investor relations : arranging for the provision of, advisory, clerical and investor relations services to assist and support us in our communications
with our common unitholders; and
•
assistance with the integration of any acquired businesses.
Each month, we reimburse KNOT UK, and KNOT UK reimburses KOAS UK, KOAS and KNOT Management, as applicable, for their reasonable costs and
expenses incurred in connection with the provision of the services under the administrative services agreement. In addition, KNOT UK, KOAS UK, KOAS and
KNOT Management, as applicable, receives a service fee in U.S. Dollars equal to 5% of the costs and expenses incurred by them in connection with providing
services. Amounts payable by us under the administrative services agreement must be paid on a monthly basis within 30 days after receipt of an invoice for such
costs and expenses, together with any supporting detail that may be reasonably required.
Under the administrative services agreement, we indemnify KNOT UK’s subcontractors against all actions which may be brought against them as a result of
their performance of the administrative services including, without limitation, all actions brought under the environmental laws of any jurisdiction, and against and
in respect of all costs and expenses they may suffer or incur due to defending or settling such actions; provided, however, that such indemnity excludes any or all
losses to the extent that they are caused by or due to the fraud, gross negligence or willful misconduct of the subcontractor or its officers, employees and agents.
Technical Management Agreements
Each of the Bodil Knutsen , the Windsor Knutsen, the Carmen Knutsen, the Hilda Knutsen , the Torill Knutsen and the Ingrid Knutsen , which operate under
time charters, is subject to technical management agreements pursuant to which certain crew, technical and commercial management services are provided by
KNOT Management. Under these technical management agreements, our operating subsidiaries pay fees to and reimburse the costs and expenses of the managers
as described below. The Recife Knutsen, the Fortaleza Knutsen, the Dan Sabia and the Dan Cisne operate under bareboat charters and, as a result, the customer is
responsible with providing for the crew, technical and commercial management of the vessel. However, each of these vessels are subject to management and
administration agreements with either KNOT Management or KNOT Management Denmark pursuant to which these companies provide general monitoring
services for the vessels in exchange for an annual fee. Please read “—Management and Administration Agreements”.
Management services . Each of the technical management agreements requires that KNOT Management and its subcontractors use their best endeavors to
perform the following management services:
•
•
the provision of suitably qualified crew in accordance with International Convention on Standards of Training, Certification and Watchkeeping for Seafarers,
1978, as amended, and the attendance to all matters pertaining to discipline, labor relations, welfare and amenities of the crew;
the provision of technical management, including arranging and supervising drydockings, maintenance and repairs of the vessel, arranging for the supply of
stores, spares and lubricating oil, appointing surveyors and technical consultants and developing, implementing and maintaining a Safety Management
System in accordance with the ISM Code;
•
the provision of applicable documentation and compliance with applicable regulations;
•
the establishment of an accounting system that meets the requirements of the owner, provides regular accounting services and supplies reports and records
and the maintenance of records of costs and expenditures incurred, as well as data necessary for the settlement of accounts between the parties;
•
•
•
•
•
•
the arrangement for the supply of provisions and necessary stores;
the handling and settlement of claims arising out of the management services;
the arrangement for the provision of bunker;
the arrangement of the loading and discharging and all related matters, subject to the provisions of the time charters;
the arrangement of all insurances;
the giving of instructions to the master and officers, subject to the provisions of the time charters; and
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•
the arrangement of the lay-up of each vessel.
With respect to the technical management agreements, KNOT Management and its subcontractors use their best endeavors to also provide the commercial
operations, including arranging payment to the owner’s account of all hire and/or freight revenues, calculating hire, freight and other money due from or to the
charterer, issuing voyage instructions, appointing agents and stevedores and arranging surveys associated with the commercial operations.
Annual management fee . Pursuant to each of the technical management agreements, each of KNOT Shuttle Tankers 17 AS, KNOT Shuttle Tankers 18 AS,
Knutsen Shuttle Tankers 13 AS, Knutsen Shuttle Tankers 14 AS, Knutsen Shuttle Tankers 15 AS and Knutsen NYK Shuttle Tankers 16 AS as owners, currently
paid a fee of $0.46 million per year for 2015 to KNOT Management, as manager, payable in equal monthly installments. This annual rate is subject to an
adjustment on January 1 of each year pursuant to a procedure set forth in the agreements. The annual management fee for 2016 has been set at $0.5 million per
vessel. Any dispute relating to the annual rate adjustment would be settled by dispute resolution provisions set forth in the applicable technical management
agreement.
Term . Each of the technical management agreements for the Windsor Knutsen and the Bodil Knutsen continues indefinitely until terminated by either party
after giving three months’ written notice. Each of the technical management agreements for the Carmen Knutsen , the Hilda Knutsen , the Torill Knutsen and the
Ingrid Knutsen continues indefinitely until terminated by either party after giving six months’ notice.
Automatic termination and termination by either party . Each technical management agreement terminates or is deemed to be terminated if:
•
the vessel is sold, requisitioned, declared a constructive, compromised or arranged total loss or becomes a total loss; or
•
an order is made or a resolution is passed for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of
reconstruction or amalgamation), a receiver is appointed or either party suspends payment, ceases to carry on business or makes any special arrangement or
composition with its creditors.
Termination by the manager . Under each technical management agreement, the manager may terminate the agreement with immediate effect by written
notice if:
•
•
any money payable to the manager pursuant to the agreement has not been paid within a specified period of days after demand by the manager for payment
or the vessel is repossessed by the mortgagees; or
the owner proceeds with the employment of or continues to employ the vessel (1) in the carriage of contraband, blockade running or an unlawful trade or
(2) on a voyage that in the reasonable opinion of the applicable manager is unduly hazardous or improper. The manager may only terminate if the owner is
given notice of such default and fails to cure within a reasonable time to the satisfaction of the manager.
KNOT Management also may terminate each technical management agreement if the applicable owner elects to provide officers and, for any reason within
its control, fails to (1) procure that all officers and ratings supplied by it or on its behalf comply with the requirements of the STCW 95 or (2) instruct such officers
and ratings to obey all reasonable orders of KNOT Management in connection with the operation of KNOT Management’s safety management system. The
manager may only terminate if the owner is given notice of such default and fails to cure within a reasonable time to the satisfaction of the manager.
Termination by the owner . Under each technical management agreement, the owner may terminate the applicable agreement with immediate effect by
written notice to the manager if the manager, for any reason, is in default and fails to cure within a reasonable time.
Additional fees and provisions . In addition to the fees payable under each technical management agreement, the agreement also provides that the owner
must make available to the manager each month within 60 days of a demand by the manager for payment an amount equal to the working capital required to run the
vessel for the ensuing quarter. Further, under each technical management agreement, the manager and its employees, agents and subcontractors are indemnified by
the owner against all actions that may be brought against them or incurred or suffered by them arising out of or in connection with their performance under such
agreement in an amount not to exceed ten times the annual management fee payable under such agreement; provided, however, that such indemnity excludes any or
all losses that may be caused by or due to the fraud, gross negligence or willful misconduct of the manager or its employees, agents and subcontractors.
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Management and Administration Agreements
The Recife Knutsen, the Fortaleza Knutsen, the Dan Sabia and the Dan Cisne operate under bareboat charters and, as a result, the customer is responsible
with providing for the crew, technical and commercial management of the vessel. However, each of these vessels are subject to management and administration
agreements pursuant to which the subsidiaries that own and operate these vessels paid a fee of $0.05 million per year per vessel for 2015 to either KNOT
Management or KNOT Management Denmark, as manager, in exchange for general monitoring services. This annual fee is subject to an adjustment on January 1
of each year pursuant to a procedure set forth in the agreements. The annual fee for 2016 has been set at $0.05 per vessel. Any dispute relating to the annual fee
adjustment would be settled by dispute resolution provisions set forth in the agreements. The management and administration agreements continue indefinitely until
terminated by either party after giving two months’ written notice, in the case of the Dan Sabia and Dan Cisne agreements or three months’ written notice, in the
case of the Recife Knutsen and Fortaleza Knutsen agreements. The management and administration agreements also may be terminated by the owner or manager on
terms similar to the technical management agreements.
Contribution and Sale Agreement
On April 15, 2013, in connection with the closing of our IPO, we entered into a contribution and sale agreement with KNOT and certain of its subsidiaries
that effected the transfer of the ownership interests in the entities that owned the vessels in our initial fleet and the use of the net proceeds of our IPO.
Acquisition of the Carmen
Knutsen
On July 11, 2013, we entered into a share purchase agreement pursuant to which we acquired KNOT’s 100% interest in Knutsen Shuttle Tankers 13 AS, the
company that owns and operates the Carmen Knutsen . As part of the financing for the acquisition, KNOT provided KNOT Offshore Tankers AS a seller’s credit in
the form of a loan for $10.4 million after a purchase price adjustment. The Conflicts Committee approved the acquisition. In addition, in connection with the
acquisition, Knutsen Shuttle Tankers 13 AS entered into a technical management agreement relating to the Carmen Knutsen with KNOT.
Acquisition of the Hilda
Knutsen
and the Torill
Knutsen
In June, 2014, we entered into share purchase agreements pursuant to which we acquired KNOT’s 100% interests in Knutsen Shuttle Tankers 14 AS and
Knutsen Shuttle Tankers 15 AS, the companies that own and operate the shuttle tankers the Hilda Knutsen and the Torill Knutsen for consideration of $335 million,
net of $221.8 million of outstanding indebtedness related to the vessels. The cash portion of the purchase prices was financed with proceeds from the Partnership’s
public offering of 4,600,000 common units which closed on June 27, 2014. The purchase prices were subsequently adjusted by a working capital adjustment of
$1.0 million. The Conflicts Committee approved the acquisitions.
In connection with the acquisition of the Hilda Knutsen and the Torill Knutsen , Knutsen Shuttle Tankers 14 AS and Knutsen Shuttle Tankers 15 AS each
entered into a technical management agreement with KNOT Management, a wholly owned subsidiary of KNOT, to provide management services with respect to
the vessels.
Acquisition of the Dan
Cisne
In December 2014, we entered into a share purchase agreement pursuant to which we acquired KNOT’s 100% interest in KNOT Shuttle Tankers 20 AS, the
company that owns and operates the shuttle tanker the Dan Cisne for consideration of $103.0 million less approximately $82.2 million of outstanding indebtedness
related to the vessel and other purchase price adjustments of $2.6 million. The purchase price was settled by way of a cash payment of approximately $8.8 million,
including adjustments related to interest rate swaps, and a seller’s credit provided by KNOT in form of a loan of $12.0 million. The Conflicts Committee approved
the acquisition.
Acquisition of the Dan
Sabia
In June 2015, we entered into a share purchase agreement pursuant to which we acquired KNOT’s 100% interest in KNOT Shuttle Tankers 21 AS, the
company that owns and operates the shuttle tanker the Dan Sabia for consideration of $103.0 million less approximately $64.5 million of outstanding indebtedness
related to the vessel and other purchase price adjustments of $2.7 million. The purchase price was settled by way of a cash payment financed by proceeds from the
June 2015 Offering. The Conflicts Committee approved the acquisition.
Acquisition of the Ingrid
Knutsen
In October 2015, we entered into a share purchase agreement pursuant to which we acquired KNOT’s 100% interest in Knutsen NYK Shuttle Tankers 16
AS, the company that owns and operates the shuttle tanker the Ingrid Knutsen for consideration of $115.0 million less approximately $104.5 million of outstanding
indebtedness related to the vessel and other purchase price adjustments of $2.4 million. The purchase price was settled by way of a cash payment financed by cash
on hand. The Conflicts Committee approved the acquisition.
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Please read Note 22—Business Acquisitions in the consolidated and combined carve-out financial statements included in this Annual Report.
Other Related Party Transactions
The following table summarizes related party expenses charged or allocated to us for the year ended December 31, 2015 and included in the consolidated and
combined carve-out financial statements. Please read Note 18—Related Party Transactions in the consolidated and combined carve-out financial statements
included in this Annual Report.
Statement of Operations Data:
Time charter and bareboat revenues
Other income
Operating expenses
General and administrative expenses
Finance income (expense)
Total income (expense)
Year Ended
December 31, 2015
(U.S. Dollars in
thousands)
$
$
16,231
122
2,420
1,916
(268)
11,749
Payables to KNOT and KOAS were $0.4 million and $0.4 million, respectively, for the year ended December 31, 2015. In addition, included in trade
accounts payable, trading balances due to KOAS were $0.7 million and trading balances due to KNOT were $0.4 million for the year ended December 31, 2015.
Outstanding balances are settled on a monthly basis.
As a result of our relationships with KNOT and its affiliates, we, our general partner and our subsidiaries have entered into various agreements that were not
the result of arm’s length negotiations. We generally refer to these agreements and the transactions that they provide for as “affiliated transactions” or “related party
transactions.”
Our partnership agreement sets forth procedures by which future related party transactions may be approved or resolved by our board of directors. Pursuant
to our partnership agreement, our board of directors may, but is not required to, seek the approval of a related party transaction from the conflicts committee of our
board of directors or from the common unitholders. Affiliated transactions that are not approved by the conflicts committee of our board of directors and that do not
involve a vote of unitholders must be on terms no less favorable to us than those generally provided to or available from unrelated third parties or be “fair and
reasonable” to us. In determining whether a transaction or resolution is “fair and reasonable,” our board of directors may consider the totality of the relationships
between the parties involved, including other transactions that may be particularly advantageous or beneficial to us. If the above procedures are followed, it will be
presumed that, in making its decision, our board of directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the
partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. When our partnership agreement requires
someone to act in good faith, it requires that person to reasonably believe that he is acting in the best interests of the partnership, unless the context otherwise
requires.
Our conflicts committee is comprised of at least two members of our board of directors. The conflicts committee is available at our board of directors’
discretion to review specific matters that our board of directors believes may involve conflicts of interest. The conflicts committee may determine if the resolution
of the conflict of interest is fair and reasonable to us. The members of the conflicts committee may not be officers or employees of us or directors, officers or
employees of our general partner or its affiliates, and must meet the independence standards established by the NYSE to serve on an audit committee of a board of
directors and certain other requirements.
Distributions to KNOT
We have declared and paid quarterly distributions totaling $20.9 million and $17.2 million to KNOT for each of the years ended December 31, 2015 and
2014, respectively.
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C. Interests of Experts and Counsel
Not applicable.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
Please read “Item 18. Financial Statements” for additional information required to be disclosed under this item.
Legal Proceedings
From time to time we have been, and expect to continue to be, subject to legal proceedings and claims in the ordinary course of our business, principally
personal injury and property casualty claims. These claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.
We are not aware of any legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on us.
Our Cash Distribution Policy
Rationale
for
Our
Cash
Distribution
Policy
Our cash distribution policy reflects a judgment that our unitholders will be better served by our distributing our available cash (after deducting expenses,
including estimated maintenance and replacement capital expenditures and reserves) rather than retaining it. Because we believe we will generally finance any
expansion capital expenditures from external financing sources, we believe that our investors are best served by our distributing all of our available cash. Our cash
distribution policy is consistent with the terms of our partnership agreement, which requires that we distribute all of our available cash quarterly (after deducting
expenses, including estimated maintenance and replacement capital expenditures and reserves).
Limitations
on
Cash
Distributions
and
Our
Ability
to
Change
Our
Cash
Distribution
Policy
There is no guarantee that unitholders will receive quarterly distributions from us. Our distribution policy is subject to certain restrictions and may be
changed at any time, including:
•
•
•
Our unitholders have no contractual or other legal right to receive distributions other than the obligation under our partnership agreement to distribute
available cash on a quarterly basis, which is subject to the broad discretion of our board of directors to establish reserves and other limitations.
We are subject to restrictions on distributions under our financing agreements. Our financing agreements contain material financial tests and covenants that
must be satisfied in order to pay distributions. If we are unable to satisfy the restrictions included in any of our financing agreements or are otherwise in
default under any of those agreements, as a result of our debt levels or otherwise, we will not be able to make cash distributions to our unitholders,
notwithstanding our stated cash distribution policy. These financial tests and covenants are described in this Annual Report in “Item 5. Operating and
Financial Review and Prospects—Liquidity and Capital Resources.”
We are required to make substantial capital expenditures to maintain and replace our fleet. These expenditures may fluctuate significantly over time,
particularly as our vessels near the end of their useful lives. In order to minimize these fluctuations, our partnership agreement requires us to deduct
estimated, as opposed to actual, maintenance and replacement capital expenditures from the amount of cash that we would otherwise have available for
distribution to our unitholders. In years when estimated maintenance and replacement capital expenditures are higher than actual maintenance and
replacement capital expenditures, the amount of cash available for distribution to unitholders will be lower than if actual maintenance and replacement
capital expenditures were deducted.
•
Although our partnership agreement requires us to distribute all of our available cash, our partnership agreement, including provisions contained therein
requiring us to make cash distributions, may be amended. During the subordination period, with certain exceptions, our partnership agreement may not be
amended without the approval of non-affiliated common unitholders. After the subordination period has ended, our partnership agreement can be amended
with the approval of a majority of the outstanding common units.
•
Even if our cash distribution policy is not modified or revoked, the amount of distributions we pay under our cash distribution policy and the decision to
make any distribution is determined by our board of directors, taking into consideration the terms of our partnership agreement.
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•
•
Under Section 51 of the Marshall Islands Act, we may not make a distribution to our unitholders if the distribution would cause our liabilities, other than
liabilities to partners on account of their partnership interest and liabilities for which the recourse of creditors is limited to specified property of ours, to
exceed the fair value of our assets, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be
included in our assets only to the extent that the fair value of that property exceeds that liability.
We may lack sufficient cash to pay distributions to our unitholders due to decreases in total operating revenues, decreases in hire rates, the loss of a vessel,
increases in operating or general and administrative expenses, principal and interest payments on outstanding debt, taxes, working capital requirements,
maintenance and replacement capital expenditures or anticipated cash needs. Please read “Item 3. Key Information—Risk Factors” for a discussion of these
factors.
Our ability to make cash distributions to our unitholders depends on the performance of our subsidiaries and their ability to distribute cash to us. The ability
of our subsidiaries to make distributions to us may be restricted by, among other things, the provisions of existing and future indebtedness, applicable limited
partnership and limited liability company laws in the Marshall Islands and Norway and other laws and regulations.
Minimum
Quarterly
Distribution
Common unitholders are entitled under our partnership agreement to receive a quarterly distribution of $0.375 per unit, or $1.50 per unit per year, prior to
any distribution on the subordinated units to the extent we have sufficient cash on hand to pay the distribution, after establishment of cash reserves and payment of
fees and expenses. There is no guarantee that we will pay the minimum quarterly distribution on the common units and subordinated units in any quarter. Even if
our cash distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is determined by
our board of directors, taking into consideration the terms of our partnership agreement. We are prohibited from making any distributions to unitholders if it would
cause an event of default, or an event of default is then existing, under our financing agreements. Please read “Item 5. Operating and Financial Review and
Prospects—Liquidity and Capital Resources” for a discussion of the restrictions contained in our credit facilities and lease arrangements that may restrict our ability
to make cash distributions to our unitholders.
During the year ended December 31, 2015, the aggregate amount of cash distributions paid was $53.4 million.
On February 15, 2016 we paid a cash distribution of $0.52 per unit in respect of the three months ended December 31, 2015. The aggregate amount of the
distribution was $15.0 million.
Subordination
Period
During the subordination period applicable to the subordinated units currently held by KNOT, the common units will have the right to receive distributions
of available cash from operating surplus in an amount equal to the minimum quarterly distribution of $0.375 per unit, plus any arrearages in the payment of the
minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the
subordinated units. Distribution arrearages do not accrue on the subordinated units. The purpose of the subordinated units is to increase the likelihood that during
the subordination period there will be available cash from operating surplus to be distributed on the common units. We currently expect that the subordination
period will end in the second quarter of 2016.
Incentive
Distribution
Rights
Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the
minimum quarterly distribution and the target distribution levels have been achieved. KNOT currently holds the incentive distribution rights. The incentive
distribution rights may be transferred separately from any other interest, subject to restrictions in our partnership agreement. Except for transfers of incentive
distribution rights to an affiliate or another entity as part of a merger or consolidation with or into, or sale of substantially all of its assets to such entity, the
approval of a majority of our common units (excluding common units held by our general partner and its affiliates), voting separately as a class, generally is
required for a transfer of the incentive distribution rights to a third party prior to March 31, 2018. Any transfer by KNOT of the incentive distribution rights would
not change the percentage allocations of quarterly distributions with respect to such rights.
The following table illustrates the percentage allocations of the additional available cash from operating surplus among our unitholders, our general partner
and the holders of the incentive distribution rights up to the various target distribution levels. The amounts set forth under “Marginal Percentage Interest in
Distributions” are the percentage interests of our unitholders, our general partner and the holders of the incentive distribution rights in any available cash from
operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Target,” until available cash from
operating surplus we distribute reaches the next target distribution level, if any. The percentage interests shown for our unitholders, our general partner and the
holders of the incentive distribution rights for the minimum quarterly distribution are also applicable to quarterly distributions that are less than the minimum
quarterly distribution. The percentage interests set forth in the table below assume that our general partner owns a 2.0% general partner interest and that we do not
issue additional classes of equity securities.
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Minimum Quarterly Distribution
First Target Distribution
Second Target Distribution
Third Target Distribution
Thereafter
B. Significant Changes
Not applicable.
Item 9. The Offer and Listing
A. Offer and Listing Details
Total Quarterly
Distribution
Target
$0.375
up to $0.43125
above $0.43125 up to $0.46875
above $0.46875 up to $0.5625
above $0.5625
Marginal Percentage
Interest
in Distributions
Unitholders
General
Partner
98.0%
98.0%
85.0%
75.0%
50.0%
2.0%
2.0%
2.0%
2.0%
2.0%
Holders of
Incentive
Distribution
Rights
0%
0%
13.0%
23.0%
48.0%
The high and low sales prices of our common units as reported by the NYSE, for the quarters and months indicated, are as follows:
Year ended December 31, 2016(1)
Year ended December 31, 2015
Year ended December 31, 2014
Year ended December 31, 2013(2)
First quarter 2016(1)
Fourth quarter 2015
Third quarter 2015
Second quarter 2015
First quarter 2015
Fourth quarter 2014
Third quarter 2014
Second quarter 2014
First quarter 2014
Month ended March 31, 2016(3)
Month ended February 29, 2016
Month ended January 31, 2016
Month ended December 31, 2015
Month ended November 30, 2015
Month ended October 31, 2015
(1)
(2)
(3)
For the period from January 1, 2016 through March 17, 2016.
For the period from April 9, 2013 through December 31, 2013.
For the period from March 1, 2016 through March 17, 2016.
84
High
$17.58
$26.49
29.89
29.39
17.58
18.54
19.85
26.49
25.45
27.42
28.80
29.89
29.58
17.58
16.60
15.00
16.12
16.76
18.54
Low
$ 9.68
$10.38
18.78
20.68
9.68
10.38
12.58
23.36
18.21
18.78
24.69
26.41
23.50
15.70
10.80
9.68
10.38
13.67
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B. Plan of Distribution
Not applicable.
C. Markets
Our common units started trading on the NYSE under the symbol “KNOP” on April 9, 2013.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10. Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
The information required to be disclosed under Item 10B is incorporated by reference to our Registration Statement on Form 8-A filed with the SEC on
April 5, 2013.
C. Material Contracts
The following is a summary of each material contract, other than material contracts entered into in the ordinary course of business, to which we or any of our
subsidiaries is a party, for the two years immediately preceding the date of this Annual Report, each of which is included in the list of exhibits in “Item 19.
Exhibits”:
(1)
(2)
(3)
(4)
(5)
Contribution and Sale Agreement, dated April 15, 2013, among Knutsen NYK Offshore Tankers AS, KNOT Offshore Partners LP, KNOT Offshore
Partners GP LLC, KNOT Offshore Partners UK LLC and KNOT Shuttle Tankers AS. Please read “Item 7. Major Unitholders and Related Party
Transactions—Related Party Transactions—Contribution and Sale Agreement.”
Omnibus Agreement, dated April 15, 2013, among Knutsen NYK Offshore Tankers AS, KNOT Offshore Partners LP, KNOT Offshore Partners GP
LLC, KNOT Shuttle Tankers 17 AS and KNOT Shuttle Tankers 18 AS. Please read “Item 7. Major Unitholders and Related Party Transactions—
Related Party Transactions—Omnibus Agreement.”
Administrative Services Agreement, dated February 26, 2013, among KNOT Offshore Partners LP, KNOT Offshore Partners UK LLC, Knutsen OAS
(UK) Ltd., Knutsen OAS Shipping AS and KNOT Management AS, as amended by Amendment No. 1, dated May 7, 2015. Please read “Item 7.
Major Unitholders and Related Party Transactions—Related Party Transactions—Administrative Services Agreement.”
Ship Management Agreement for the Bodil Knutsen, dated October 28, 2010, between KNOT Shuttle Tankers 17 AS and KNOT Management AS, as
amended. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Technical Management
Agreements.”
Ship Management Agreement for the Windsor Knutsen, dated November 10, 2010, between KNOT Shuttle Tankers 18 AS and KNOT Management
AS, as amended. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Technical Management
Agreements.”
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(6)
(7)
(8)
(9)
Ship Management Agreement for the Carmen Knutsen, dated June 27, 2011, between Knutsen Shuttle Tankers 13 AS and KNOT Management AS, as
amended. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Technical Management
Agreements.”
Ship Management Agreement for the Hilda Knutsen, dated June 27, 2011, between Knutsen Shuttle Tankers 14 AS and KNOT Management AS, as
amended. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Technical Management
Agreements.”
Ship Management Agreement for the Torill Knutsen, dated June 27, 2011, between Knutsen Shuttle Tankers 15 AS and KNOT Management AS, as
amended. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Technical Management
Agreements.”
Ship Management Agreement for the Ingrid Knutsen, dated May 30, 2012, between Knutsen NYK Shuttle Tankers 16 AS and KNOT Management
AS, as amended. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Technical Management
Agreements.”
(10) Ship Management Agreement for the Fortaleza Knutsen, dated October 28, 2010, between Knutsen Shuttle Tankers XII KS and KNOT Management
AS, as amended. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Management and
Administration Agreements.”
(11) Ship Management Agreement for the Recife Knutsen, dated October 28, 2010, between Knutsen Shuttle Tankers XII KS and KNOT Management AS,
as amended. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Management and Administration
Agreements.”
(12) Ship Management Agreement for the Dan Cisne, dated May 13, 2014, between KNOT Shuttle Tankers 20 AS and KNOT Management Denmark AS,
as amended. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Management and Administration
Agreements.”
(13) Ship Management Agreement for the Dan Sabia, dated May 13, 2014, between KNOT Shuttle Tankers 21 AS and KNOT Management Denmark AS,
as amended. Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Management and Administration
Agreements.”
(14) Term Facility Agreement, dated June 10, 2014, among Knutsen Shuttle Tankers XII KS, as borrower, and the other parties thereto. Please read “Item
5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Borrowing Activities—Long-Term Debt—$140 Million
Secured Loan Facility.”
(15) Term and Revolving Facilities Agreement, dated June 10, 2014, among KNOT Shuttle Tankers 18 AS, Knot Shuttle Tankers 17 AS and Knutsen
Shuttle Tankers 13 AS, as borrowers, and the other parties thereto. Please read “Item 5. Operating and Financial Review and Prospects—Liquidity and
Capital Resources—Borrowing Activities—Long-Term Debt—$240 Million Secured Loan Facility.”
(16) Amended and Restated Term Loan Facility Agreement, dated July 11, 2011, among Knutsen Shuttle Tankers 14 AS, as borrower, and the other parties
thereto, as amended and restated by the First Supplemental Agreement, dated October 5, 2011, the Second Supplemental Agreement, dated
January 23, 2014, and the Third Supplemental Agreement, dated June 26, 2014. Please read “Item 5. Operating and Financial Review and Prospects—
Liquidity and Capital Resources—Borrowing Activities—Long-Term Debt—$117 Million Hilda Loan Facility.”
(17) Amended and Restated Term Loan Facility Agreement, dated November 3, 2011, among Knutsen Shuttle Tankers 15 AS, as borrower, and the other
parties thereto, as amended by an amendment letter, dated October 23, 2013, and as amended and restated by the First Supplemental Agreement, dated
February 12, 2014, and the Second Supplemental Agreement, dated June 26, 2014. Please read “Item 5. Operating and Financial Review and Prospects
—Liquidity and Capital Resources—Borrowing Activities—Long-Term Debt—$117 Million Torill Loan Facility.”
(18) Senior Secured Credit Facilities Agreement, dated April 3, 2014, among KNOT Shuttle Tankers 20 AS and KNOT Shuttle Tankers 21 AS, as
borrowers, and the other parties thereto. Please read “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—
Borrowing Activities—Long-Term Debt—$172.5 Million Secured Loan Facility.”
(19) Accession Letter, dated December 15, 2014, among Knutsen NYK Offshore Tankers AS, KNOT Offshore Partners LP, KNOT Shuttle Tankers 20 AS
and Sumitomo Mitsui Banking Corporation Europe Limited, pursuant to which the Partnership guaranteed all amounts outstanding with respect to the
Dan Cisne Facility. Please read “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Borrowing Activities—
Long-Term Debt—$172.5 Million Secured Loan Facility.”
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(20) Letter Agreement, dated June 15, 2015, among Knutsen NYK Offshore Tankers AS, KNOT Offshore Partners LP, KNOT Shuttle Tankers 20 AS and
Sumitomo Mitsui Banking Corporation Europe Limited, relating to the Accession Letter, dated December 15, 2014, pursuant to which the Partnership
guaranteed all amounts outstanding with respect to the Dan Sabia Facility. Please read “Item 5. Operating and Financial Review and Prospects—
Liquidity and Capital Resources—Borrowing Activities—Long-Term Debt—$172.5 Million Secured Loan Facility.”
(21) Amended and Restated Term Loan Facility Agreement, dated June 7, 2012, among Knutsen NYK Shuttle Tankers 16 AS, as borrower, and the other
parties thereto, as amended and restated by the First Supplemental Agreement, dated February 5, 2015, and the Second Supplemental Agreement,
dated October 13, 2015. Please read “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Borrowing Activities
—Long-Term Debt—$77.5 Million Secured Loan Facility.”
(22) Employment Agreement, dated May 7, 2015, between KNOT Offshore Partners UK LLC and John Costain. Please read “Item 6. Directors, Senior
Management and Employees—Compensation—Executive Compensation.”
(23) Employment Agreement, dated March 28, 2013, between KNOT Offshore Partners UK LLC and Arild Vik. Please read “Item 6. Directors, Senior
Management and Employees—Compensation—Executive Compensation.”
(24) Fortaleza Knutsen Standard Bareboat Charter Party, dated November 14, 2007, between Knutsen Shuttle Tankers XII KS and Fronape International
Company/Petrobras Transporte S.A.-Transpetro, novated by the Novation Agreement, dated June 27, 2012, between Knutsen Shuttle Tankers XII KS,
Knutsen OAS Shipping AS, Fronape International Company, Petrobras Transporte S.A.-Transpetro and Fronape International Company B.V. Please
read “Item 4. Information on the Partnership—Business Overview—Charters.”
(25) Recife Knutsen Standard Bareboat Charter Party, dated November 14, 2007, between Knutsen Shuttle Tankers XII KS and Fronape International
Company/Petrobras Transporte S.A.-Transpetro, novated by the Novation Agreement, dated June 29, 2012, between Knutsen Shuttle Tankers XII KS,
Knutsen OAS Shipping AS, Fronape International Company, Petrobras Transporte S.A.-Transpetro and Fronape International Company B.V. Please
read “Item 4. Information on the Partnership—Business Overview—Charters.”
(26) Windsor Knutsen Time Charter Party, dated July 29, 2014, between KNOT Shuttle Tankers 18 AS and KNOT Shuttle Tankers Pool AS. Please read
“Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Windsor Knutsen Time Charter.”
(27) Bodil Knutsen Time Charter Party, dated October 7, 2010, between Knutsen Bøyelaster VI KS and Statoil ASA, amended by Addendum No. 1, dated
March 29, 2011, between Knutsen Bøyelaster VI KS and Statoil ASA and novated by the Novation Agreement, dated February 18, 2013, between
Knutsen Bøyelaster VI KS, KNOT Shuttle Tankers 17 AS and Statoil ASA. Please read “Item 4. Information on the Partnership—Business Overview
—Charters.”
(28) Share Purchase Agreement, dated July 11, 2013, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS. Please read “Item 7.
Major Unitholders and Related Party Transactions—Related Party Transactions—Acquisition of the Carmen Knutsen .”
(29) Share Purchase Agreement, dated June 23, 2014, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS. Please read “Item 7.
Major Unitholders and Related Party Transactions—Related Party Transactions—Acquisition of the Hilda Knutsen and the Torill Knutsen .”
(30) Share Purchase Agreement, dated June 23, 2014, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS. Please read “Item 7.
Major Unitholders and Related Party Transactions—Related Party Transactions—Acquisition of the Hilda Knutsen and the Torill Knutsen .”
(31) Share Purchase Agreement, dated December 10, 2014, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS, as amended.
Please read “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Acquisition of the Dan Cisne .”
(32) Seller’s Credit, dated December 15, 2014, between KNOT Shuttle Tankers AS and Knutsen NYK Offshore Tankers AS. “Item 5. Operating and
Financial Review and Prospects—Liquidity and Capital Resources—Borrowing Activities—Long-Term Debt—$12 Million Seller’s Credit.”
(33) Share Purchase Agreement, dated May 27, 2015, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS. Please read “Item 7.
Major Unitholders and Related Party Transactions—Related Party Transactions—Acquisition of the Dan Sabia .”
(34) Share Purchase Agreement, dated October 13, 2015, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS. Please read “Item
7. Major Unitholders and Related Party Transactions—Related Party Transactions—Acquisition of the Ingrid Knutsen .”
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D. Exchange Controls
We are not aware of any governmental laws, decrees, regulations or other legislation, including foreign exchange controls, in the Republic of the Marshall
Islands that may affect the import or export of capital, including the availability of cash and cash equivalents for use by the Partnership, or the remittance of
dividends, interest or other payments to non-resident holders of our securities.
E. Taxation
The following is a discussion of the material U.S. federal income tax considerations that may be relevant to current and prospective unitholders. This
discussion is based upon provisions of the Code, Treasury Regulations and current administrative rulings and court decisions, all as in effect or existence on the
date of this Annual Report and all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the tax consequences of
unit ownership to vary substantially from the consequences described below. Unless the context otherwise requires, references in this section to “we,” “our” or “us”
are references to KNOT Offshore Partners LP.
The following discussion applies only to beneficial owners of common units that own the common units as “capital assets” within the meaning of
Section 1221 of the Code (i.e., generally, for investment purposes) and is not intended to be applicable to all categories of investors, such as unitholders subject to
special tax rules (e.g., financial institutions, insurance companies, broker-dealers, tax-exempt organizations, retirement plans or individual retirement accounts or
former citizens or long-term residents of the United States), persons who hold the units as part of a straddle, hedge, conversion, constructive sale or other integrated
transaction for U.S. federal income tax purposes, or persons that have a functional currency other than the U.S. Dollar, each of whom may be subject to tax rules
that differ significantly from those summarized below. If a partnership or other entity classified as a partnership for U.S. federal income tax purposes holds our
common units, the tax treatment of its partners generally will depend upon the status of the partner and the activities of the partnership. If you are a partner in a
partnership holding our common units, you should consult your own tax advisor regarding the tax consequences to you of the partnership’s ownership of our
common units.
No ruling has been or will be requested from the IRS regarding any matter affecting us or current and prospective unitholders. The statements made herein
may be challenged by the IRS and, if so challenged, may not be sustained upon review in a court.
This discussion does not contain information regarding any U.S. state or local, estate, gift or alternative minimum tax considerations concerning the
ownership or disposition of common units. This discussion does not comment on all aspects of U.S. federal income taxation that may be important to particular
unitholders in light of their individual circumstances, and each prospective unitholder is urged to consult its own tax advisor regarding the U.S. federal, state, local
and other tax consequences of the ownership or disposition of common units.
Election to be Treated as a Corporation
We have elected to be treated as a corporation for U.S. federal income tax purposes. As a result, U.S. Holders (as defined below) will not be directly subject
to U.S. federal income tax on our income, but rather will be subject to U.S. federal income tax on distributions received from us and dispositions of units as
described below.
U.S. Federal Income Taxation of U.S. Holders
As used herein, the term “U.S. Holder” means a beneficial owner of our common units that owns (actually or constructively) less than 10% of our equity and
that is:
•
an individual U.S. citizen or resident (as determined for U.S. federal income tax purposes),
•
a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) organized under the laws of the United States or any of
its political subdivisions,
•
an estate the income of which is subject to U.S. federal income taxation regardless of its source, or
•
a trust if (1) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the
authority to control all substantial decisions of the trust or (2) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax
purposes.
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Distributions
Subject to the discussion below of the rules applicable to PFICs, any distributions to a U.S. Holder made by us with respect to our common units generally
will constitute dividends to the extent of our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. We expect that
the distributions we pay to U.S. Holders will not exceed our current and accumulated earnings and profits and, accordingly, all such distributions will constitute
dividends. If, notwithstanding that expectation, we make distributions to U.S. Holders in excess of our earnings and profits, the excess portion of those distributions
will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in its common units and thereafter as capital gain. U.S. Holders that
are corporations generally will not be entitled to claim a dividends received deduction with respect to distributions they receive from us because we are not a U.S.
corporation. Dividends received with respect to our common units generally will be treated as “passive category income” for purposes of computing allowable
foreign tax credits for U.S. federal income tax purposes.
Dividends received with respect to our common units by a U.S. Holder that is an individual, trust or estate (a “U.S. Individual Holder”) generally will be
treated as “qualified dividend income,” which is taxable to such U.S. Individual Holder at preferential tax rates provided that: (1) our common units are readily
tradable on an established securities market in the United States (such as the NYSE on which our common units are traded); (2) we are not a PFIC for the taxable
year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we are, have been or will be, as discussed below under
“—PFIC Status and Significant Tax Consequences”); (3) the U.S. Individual Holder has owned the common units for more than 60 days during the 121-day period
beginning 60 days before the date on which the common units become ex-dividend (and has not entered into certain risk limiting transactions with respect to such
common units); and (4) the U.S. Individual Holder is not under an obligation to make related payments with respect to positions in substantially similar or related
property. Because of the uncertainty of these matters, including whether we are or will be a PFIC, there is no assurance that any dividends paid on our common
units will be eligible for these preferential rates in the hands of a U.S. Individual Holder, and any dividends paid on our common units that are not eligible for these
preferential rates will be taxed as ordinary income to a U.S. Individual Holder.
Special rules may apply to any amounts received in respect of our common units that are treated as “extraordinary dividends.” In general, an extraordinary
dividend is a dividend with respect to a common unit that is equal to or in excess of 10% of a unitholder’s adjusted tax basis (or fair market value upon the
unitholder’s election) in such common unit. In addition, extraordinary dividends include dividends received within a one-year period that, in the aggregate, equal or
exceed 20% of a unitholder’s adjusted tax basis (or fair market value). If we pay an “extraordinary dividend” on our common units that is treated as “qualified
dividend income,” then any loss recognized by a U.S. Individual Holder from the sale or exchange of such common units will be treated as long-term capital loss to
the extent of the amount of such dividend.
Sale,
Exchange
or
Other
Disposition
of
Common
Units
Subject to the discussion of PFIC status below, a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of our
units in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s
adjusted tax basis in such units. The U.S. Holder’s initial tax basis in its units generally will be the U.S. Holder’s purchase price for the units and that tax basis will
be reduced (but not below zero) by the amount of any distributions on the units that are treated as non-taxable returns of capital (as discussed above under “—
Distributions”). Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale,
exchange or other disposition. Certain U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term
capital gains. A U.S. Holder’s ability to deduct capital losses is subject to limitations. Such capital gain or loss generally will be treated as U.S. source income or
loss, as applicable, for U.S. foreign tax credit purposes.
Medicare
Tax
on
Net
Investment
Income
Certain U.S. Holders, including individuals, estates and trusts, will be subject to an additional 3.8% Medicare tax on, among other things, dividends and
capital gains from the sale or other disposition of equity interests. For individuals, the additional Medicare tax applies to the lesser of (1) “net investment income”
or (2) the excess of “modified adjusted gross income” over $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). “Net
investment income” generally equals the taxpayer’s gross investment income reduced by deductions that are allocable to such income. Unitholders should consult
their tax advisors regarding the implications of the additional Medicare tax resulting from their ownership and disposition of our common units.
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PFIC
Status
and
Significant
Tax
Consequences
Adverse U.S. federal income tax rules apply to a U.S. Holder that owns an equity interest in a non-U.S. corporation that is classified as a PFIC for U.S.
federal income tax purposes. In general, we are treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which the holder held our units, either:
•
•
at least 75% of our gross income (including the gross income of our vessel-owning subsidiaries) for such taxable year consists of passive income (e.g.,
dividends, interest, capital gains from the sale or exchange of investment property and rents derived other than in the active conduct of a rental business); or
at least 50% of the average value of the assets held by us (including the assets of our vessel-owning subsidiaries) during such taxable year produce, or are
held for the production of, passive income.
Income earned, or treated as earned (for U.S. federal income tax purposes), by us in connection with the performance of services would not constitute
passive income. By contrast, rental income generally would constitute “passive income” unless we were treated as deriving that rental income in the active conduct
of a trade or business under the applicable rules.
Based on our current and projected methods of operation, we believe that we were not a PFIC for any prior taxable year, and we expect that we will not be
treated as a PFIC for the current or any future taxable year. We believe that more than 25% of our gross income for each taxable year was or will be non-passive
income, and more than 50% of the average value of our assets for each such year was or will be held for the production of non-passive income. This belief is based
on certain valuations and projections regarding our income and assets, and its validity is based on the accuracy of such valuations and projections. While we believe
these valuations and projections to be accurate, the shipping market is volatile and no assurance can be given that they will continue to be accurate at any time in
the future.
Moreover, there are legal uncertainties involved in determining whether the income derived from time-chartering activities constitutes rental income or
income derived from the performance of services. In Tidewater Inc. v. United States , 565 F.3d 299 (5th Cir. 2009), the Fifth Circuit held that income derived from
certain time-chartering activities should be treated as rental income rather than services income for purposes of a provision of the Code relating to foreign sales
corporations. In that case, the Fifth Circuit did not address the definition of passive income or the PFIC rules; however, the reasoning of the case could have
implications as to how the income from a time charter would be classified under such rules. If the reasoning of the case were extended to the PFIC context, the
gross income we derive from our time-chartering activities may be treated as rental income, and we would likely be treated as a PFIC. In published guidance, the
IRS stated that it disagreed with the holding in Tidewate r and specified that time charters similar to those at issue in this case should be treated as service contracts.
Distinguishing between arrangements treated as generating rental income and those treated as generating services income involves weighing and balancing
competing factual considerations, and there is no legal authority under the PFIC rules addressing our specific method of operation. Conclusions in this area
therefore remain matters of interpretation. We are not seeking a ruling from the IRS on the treatment of income generated from our time-chartering operations.
Thus, it is possible that the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being
classified as a PFIC with respect to any taxable year, we cannot assure unitholders that the nature of our operations will not change in the future and that we will
not become a PFIC in any future taxable year.
As discussed more fully below, if we were to be treated as a PFIC for any taxable year (and regardless of whether we remain a PFIC over the subsequent
taxable years), a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a “Qualified
Electing Fund,” which we refer to as a “QEF election.” As an alternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market”
election with respect to our common units, as discussed below. In addition, if a U.S. Holder owns our common units during any taxable year that we are a PFIC,
such holder must file an annual report with the IRS.
Taxation
of
U.S.
Holders
Making
a
Timely
QEF
Election
If a U.S. Holder makes a timely QEF election (or an Electing Holder), then, for U.S. federal income tax purposes, that holder must report as income for its
taxable year its pro rata share of our ordinary earnings and net capital gain, if any, for our taxable years that end with or within the taxable year for which that
holder is reporting, regardless of whether or not the Electing Holder received distributions from us in that year. The Electing Holder’s adjusted tax basis in the
common units will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that were previously taxed will result in
a corresponding reduction in the Electing Holder’s adjusted tax basis in common units and will not be taxed again once distributed. An Electing Holder generally
will recognize capital gain or loss on the sale, exchange or other disposition of our common units. A U.S. Holder makes a QEF election with respect to any year
that we are a PFIC by filing IRS Form 8621 with its U.S. federal income tax return. If contrary to our expectations, we determine that we are treated as a PFIC for
any taxable year, we will provide each U.S. Holder with the information necessary to make the QEF election described above. Although the QEF election is
available with respect to subsidiaries, in the event we acquire or own a subsidiary in the future that is treated as a PFIC, no assurances can be made that we will be
able to provide U.S. Holders with the necessary information to make the QEF election with respect to such subsidiary.
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Taxation
of
U.S.
Holders
Making
a
“Mark-to-Market”
Election
If we were to be treated as a PFIC for any taxable year and, as we anticipate, our units were treated as “marketable stock,” then, as an alternative to making a
QEF election, a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our common units, provided the U.S. Holder completes and
files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. If that election is made, the U.S. Holder generally would
include as ordinary income in each taxable year the excess, if any, of the fair market value of the U.S. Holder’s common units at the end of the taxable year over the
holder’s adjusted tax basis in the common units. The U.S. Holder also would be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s
adjusted tax basis in the common units over the fair market value thereof at the end of the taxable year, but only to the extent of the net amount previously included
in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in its common units would be adjusted to reflect any such income or loss
recognized. Gain recognized on the sale, exchange or other disposition of our common units would be treated as ordinary income, and any loss recognized on the
sale, exchange or other disposition of the common units would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains
previously included in income by the U.S. Holder. The mark-to-market election generally will not be available with respect to subsidiaries. Accordingly, in the
event we acquire or own a subsidiary in the future that is treated as a PFIC, the mark-to-market election generally will not be available with respect to such
subsidiary.
Taxation
of
U.S.
Holders
Not
Making
a
Timely
QEF
or
Mark-to-Market
Election
If we were to be treated as a PFIC for any taxable year, a U.S. Holder that does not make either a QEF election or a “mark-to-market” election for that year
(or a Non-Electing Holder) would be subject to special rules resulting in increased tax liability with respect to (1) any excess distribution (i.e., the portion of any
distributions received by the Non-Electing Holder on our common units in a taxable year in excess of 125% of the average annual distributions received by the
Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common units) and (2) any gain realized
on the sale, exchange or other disposition of the units. Under these special rules:
•
the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common units;
•
•
the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to the Non-Electing
Holder would be taxed as ordinary income; and
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayers for that
year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
These penalties would not apply to a qualified pension, profit sharing or other retirement trust or other tax-exempt organization that did not borrow money or
otherwise utilize leverage in connection with its acquisition of our common units. If we were treated as a PFIC for any taxable year and a Non-Electing Holder who
is an individual dies while owning our common units, such holder’s successor generally would not receive a step-up in tax basis with respect to such units.
U.S. Federal Income Taxation of Non-U.S. Holders
A beneficial owner of our common units (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes)
that is not a U.S. Holder is referred to as a Non-U.S. Holder. If you are a partner in a partnership (or an entity or arrangement treated as a partnership for U.S.
federal income tax purposes) holding our common units, you should consult your own tax advisor regarding the tax consequences to you of the partnership’s
ownership of our common units.
Distributions
Distributions we pay to a Non-U.S. Holder will not be subject to U.S. federal income tax or withholding tax if the Non-U.S. Holder is not engaged in a U.S.
trade or business. If the Non-U.S. Holder is engaged in a U.S. trade or business, our distributions will be subject to U.S. federal income tax to the extent they
constitute income effectively connected with the Non-U.S. Holder’s U.S. trade or business. However, distributions paid to a Non-U.S. Holder that is engaged in a
U.S. trade or business may be exempt from taxation under an income tax treaty if the income arising from the distribution is not attributable to a U.S. permanent
establishment maintained by the Non-U.S. Holder.
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Disposition
of
Units
In general, a Non-U.S. Holder is not subject to U.S. federal income tax or withholding tax on any gain resulting from the disposition of our common units
provided the Non-U.S. Holder is not engaged in a U.S. trade or business. A Non-U.S. Holder that is engaged in a U.S. trade or business will be subject to U.S.
federal income tax in the event the gain from the disposition of units is effectively connected with the conduct of such U.S. trade or business (provided, in the case
of a Non-U.S. Holder entitled to the benefits of an income tax treaty with the United States, such gain also is attributable to a U.S. permanent establishment).
However, even if not engaged in a U.S. trade or business, individual Non-U.S. Holders may be subject to tax on gain resulting from the disposition of our common
units if they are present in the United States for 183 days or more during the taxable year in which those units are disposed or they meet certain other requirements.
Backup Withholding and Information Reporting
In general, payments to a non-corporate U.S. Holder of distributions or the proceeds of a disposition of common units will be subject to information
reporting. These payments to a non-corporate U.S. Holder also may be subject to backup withholding if the non-corporate U.S. Holder:
•
•
•
fails to provide an accurate taxpayer identification number;
is notified by the IRS that it has failed to report all interest or corporate distributions required to be reported on its U.S. federal income tax returns; or
in certain circumstances, fails to comply with applicable certification requirements.
Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRS Form
W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable.
Backup withholding is not an additional tax. Rather, a unitholder generally may obtain a credit for any amount withheld against its liability for U.S. federal
income tax (and obtain a refund of any amounts withheld in excess of such liability) by timely filing a U.S. federal income tax return with the IRS.
In addition, individual citizens or residents of the United States holding certain “foreign financial assets” (which generally includes stock and other securities
issued by a foreign person unless held in an account maintained by a financial institution) that exceed certain thresholds (the lowest being holding foreign financial
assets with an aggregate value in excess of: (1) $50,000 on the last day of the tax year or (2) $75,000 at any time during the tax year) are required to report
information relating to such assets. Significant penalties may apply for failure to satisfy the reporting obligations described above. Unitholders should consult their
tax advisors regarding their reporting obligations, if any, that would result from their purchase, ownership or disposition of our units.
Non-United States Tax Considerations
Unless the context otherwise requires, references in this section to “we,” “our” or “us” are references to KNOT Offshore Partners LP.
Marshall
Islands
Tax
Consequences
Because we and our subsidiaries do not and do not expect to conduct business or operations in the Republic of the Marshall Islands, under current Marshall
Islands law, unitholders that are neither citizens nor residents of the Marshall Islands and do not maintain offices in nor engage in business in the Republic of the
Marshall Islands will not be subject to Marshall Islands taxation or withholding on distributions, including upon distribution treated as a return of capital, we make
to them as unitholders. In addition, such unitholders will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership or
disposition of common units, and they will not be required by the Republic of the Marshall Islands to file Marshall Islands tax returns relating to their ownership of
common units.
Norwegian
Tax
Consequences
Current and prospective unitholders who are resident in Norway for taxation purposes are urged to consult their own tax advisors regarding the potential
Norwegian tax consequences to them of an investment in our common units. For this purpose, a company incorporated outside of Norway will be treated as
resident in Norway in the event its central management and control is carried out in Norway.
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The discussion that follows is based upon existing Norwegian legislation and current Norwegian Tax Administration practice. Changes in these authorities
may cause the tax consequences to vary substantially from the consequences of unit ownership described below. Unless the context otherwise requires, references
in this section to “we,” “our” or “us” are references to KNOT Offshore Partners LP.
Under the Tax Act on Income and Wealth, persons not resident in Norway for taxation purposes (“Non-Norwegian Holders”) will not be subject to any taxes
in Norway on income or profits in respect of the acquisition, holding, disposition or redemption of the common units, provided that:
•
•
•
•
we are not treated as carrying on business in Norway; and
either of the following conditions is met:
if such holders are resident in a country that does not have an income tax treaty with Norway, such holders are not engaged in a Norwegian trade or business
to which the common units are effectively connected; or
if such holders are resident in a country that has an income tax treaty with Norway, such holders do not have a permanent establishment in Norway to which
the common units are effectively connected.
A Non-Norwegian Holder that carries on a business in Norway through a partnership is subject to Norwegian tax on income derived from the business if
managed from Norway or carried on by the Partnership in Norway.
While we expect to conduct our affairs in such a manner that our business will not be treated as managed from or carried on in Norway at any time in the
future, this determination is dependent upon the facts existing at such time, including (but not limited to) the place where our board of directors meets and the place
where our management makes decisions or takes certain actions affecting our business. Our Norwegian tax counsel has advised us regarding certain measures we
can take to limit the risk that our business may be treated as managed from or carried on in Norway and has concluded that, provided we adopt these measures and
otherwise conduct our affairs in a manner consistent with our Norwegian tax counsel’s advice, which we intend to do, our business should not be treated as
managed from or carried on in Norway for taxation purposes, and consequently, Non-Norwegian Holders should not be subject to tax in Norway solely by reason
of the acquisition, holding, disposition or redemption of their common units. Nonetheless, there is no legal authority addressing our specific circumstances, and
conclusions in this area remain matters of interpretation. Thus, it is possible that the Norwegian taxation authority could challenge, or a court could disagree with,
our position.
While we do not expect it to be the case, if the arrangements we propose to enter into result in our being considered to carry on business in Norway for the
purposes of the Tax Act on Income and Wealth, unitholders would be considered to be carrying on business in Norway and would be required to file tax returns
with the Norwegian Tax Administration and, subject to any relief provided in any relevant double taxation treaty (including, in the case of holders resident in the
United States, the U.S.-Norway Tax Treaty), would be subject to taxation in Norway on any income considered to be attributable to the business carried on in
Norway.
United
Kingdom
Tax
Consequences
The following is a discussion of the material United Kingdom tax consequences that may be relevant to prospective unitholders who are persons not resident
in the United Kingdom for taxation purposes and who do not acquire their units as part of a trade, profession or vocation carried on in the United Kingdom, which
we refer to as “Non-UK Holders.”
Prospective unitholders who are resident or domiciled in the United Kingdom for taxation purposes, or who hold their units through a trade, profession or
vocation in the United Kingdom are urged to consult their own tax advisors regarding the potential United Kingdom tax consequences to them of an investment in
our common units and are responsible for filing their own UK tax returns and paying any applicable UK taxes (which may be due on amounts received by us but
not distributed). The discussion that follows is based upon current United Kingdom tax law and what is understood to be the current practice of HMRC as at the
date of this document, both of which are subject to change, possibly with retrospective effect.
Taxation of income and disposals . We expect to conduct our affairs so that Non-UK Holders should not be subject to United Kingdom income tax, capital
gains tax or corporation tax on income or gains arising from our partnership. Distributions may be made to Non-UK Holders without withholding or deduction for
or on account of United Kingdom income tax.
Stamp taxes . No liability to United Kingdom stamp duty or stamp duty reserve tax should arise in connection with the issue of units to unitholders or the
transfer of units in our partnership.
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EACH PROSPECTIVE UNITHOLDER IS URGED TO CONSULT ITS OWN TAX COUNSEL OR OTHER ADVISOR WITH REGARD TO THE
LEGAL AND TAX CONSEQUENCES OF UNIT OWNERSHIP UNDER ITS PARTICULAR CIRCUMSTANCES.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
Documents concerning us that are referred to in this Annual Report may be inspected at our principal executive headquarters at 2 Queen’s Cross, Aberdeen,
Aberdeenshire AB15 4YB, United Kingdom. Those documents electronically filed via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system may
also be obtained from the SEC’s website at www.sec.gov , free of charge, or from the SEC’s Public Reference Section at 100 F Street, NE, Washington, D.C.
20549, at prescribed rates. Further information on the operation of the SEC Public Reference Section may be obtained by calling the SEC at 1-800-SEC-0330.
I. Subsidiary Information
Not applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various market risks, including interest rate, foreign currency exchange rate and concentration of credit risks. Historically, we have
entered into certain derivative instruments and contracts to maintain the desired level of exposure arising from interest rate and certain foreign currency exchange
rate risks.
Our policy is to economically hedge our exposure to risks, where possible, within boundaries deemed appropriate by management.
Interest
Rate
Risk
A portion of our debt obligations and surplus funds placed with financial institutions are subject to movements in interest rates. It is our policy to obtain the
most favorable interest rates available without increasing our foreign currency exposure. In keeping with this, our surplus funds may in the future be placed in fixed
deposits with reputable financial institutions that yield better returns than bank deposits. The deposits generally have short-term maturities so as to provide us with
the flexibility to meet working capital and capital investments.
We have historically used interest rate swap contracts to manage our exposure to interest rate risks. Interest rate swap contracts were used to convert floating
rate debt obligations based on LIBOR to a fixed rate in order to achieve an overall desired position of fixed and floating rate debt. The extent to which interest rate
swap contracts are used is determined by reference to our net debt exposure and our views regarding future interest rates. Our interest rate swap contracts do not
qualify for hedge accounting, and movements in their fair values are reflected in the statements of operations under “Realized and unrealized gain (loss) on
derivative instruments.” Interest rate swap contracts that have a positive fair value are recorded as “Other current assets,” while swaps with a negative fair value are
recorded as “Derivative liabilities.”
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As of December 31, 2015, we were party to interest rate swap contracts with a combined notional amount of approximately $410.0 million. Under the terms
of the interest rate swap contracts, we receive LIBOR-based variable interest rate payments and make fixed interest rate payments at fixed rates between 1.25% per
annum and 2.49% per annum for all periods. The interest rate swap contracts mature between March 2018 and January 2024. The notional amount and fair value of
our interest rate swap contracts recognized as net derivative liabilities as of December 31, 2015 are as follows:
(U.S. Dollars in thousands)
Interest rate swap contracts
December 31, 2015
Notional Amount
410,041
$
Fair Value
(Liability)
3,631
$
As of December 31, 2015, our net exposure to floating interest rate fluctuations on our outstanding debt was approximately $238.1 million, based on our
total interest bearing debt of approximately $671.7 million, less the notional amount of our floating to fixed interest rate swap contracts of approximately $410.0
million and less cash and cash equivalents of $23.6 million. A 1% change in short-term interest rates would result in an increase or decrease to our interest expense
of approximately $2.4 million on an annual basis as of December 31, 2015. Please read Note 10—Derivative Instruments—Interest Rate Risk Management in the
consolidated and combined carve-out financial statements included in this Annual Report.
Foreign
Currency
Exchange
Rate
Risk
We and our subsidiaries have the U.S. Dollar as our functional and reporting currency, because all of our revenues and the majority of our expenditures,
including the majority of our investments in vessels and our financing transactions, are denominated in U.S. Dollars. We could, however, earn revenue in other
currencies, and we currently incur a portion of our expenses in other currencies. Therefore, there is a risk that currency fluctuations could have an adverse effect on
the value of our cash flows.
Our foreign currency risk arises from:
•
the measurement of monetary assets and liabilities denominated in foreign currencies converted to U.S. Dollars, with the resulting gain or loss recorded as
“Net loss on foreign currency transactions;” and
•
the impact of fluctuations in exchange rates on the reported amounts of our revenues, if any, and expenses that are denominated in foreign currencies.
As of December 31, 2015, we had entered into foreign exchange forward contracts, selling a total notional amount of $35.0 million against NOK at an
average exchange rate of NOK 8.2805 per 1 U.S. Dollar, which are economic hedges for certain vessel operating expenses and general expenses in NOK. We did
not apply hedge accounting to our foreign exchange forward contracts.
Concentration
of
Credit
Risk
The market for our services is the offshore oil transportation industry, and our customers consist primarily of major oil and gas companies, independent oil
and gas producers and government-owned oil companies. As of December 31, 2015 and 2014, six and five customers, respectively, accounted for substantially all
of our revenues. Ongoing credit evaluations of our customers are performed and generally do not require collateral in our business agreements. Typically, under our
time charters and bareboat charters, the customer pays for the month’s charter the first day of each month, which reduces our level of credit risk. Provisions for
potential credit losses are maintained when necessary.
We have bank deposits that expose us to credit risk arising from possible default by the counterparty. We manage the risk by using credit-worthy financial
institutions.
Retained
Risk
For a description of our insurance coverage, including the risks retained by us related to our insurance policies, please read “Item 4. Information on the
Partnership—Business Overview—Risk of Loss, Insurance and Risk Management.”
Item 12. Description of Securities Other than Equity Securities
Not applicable.
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Item 13. Defaults, Dividend Arrearages and Delinquencies
As of December 31, 2015, we were in compliance with all covenants under our debt agreements.
Item 14. Material Modifications to the Rights of Securities Holders and Use of Proceeds
PART II
Not applicable.
Item 15. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the U.S. Securities and Exchange Act of 1934, as
amended (the “Exchange Act”)) that are designed to ensure that (i) information required to be disclosed in our reports that are filed or submitted under the
Exchange Act, are recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and
forms, and (ii) information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our
management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We conducted an evaluation of our disclosure controls and procedures under the supervision and with the participation of the Chief Executive Officer and
Chief Financial Officer. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are
effective as of December 31, 2015.
The Chief Executive Officer and Chief Financial Officer does not expect that our disclosure controls or internal controls will prevent all errors and all fraud.
Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Partnership have been
detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining for us adequate internal controls over financial reporting.
Our internal controls were designed to provide reasonable assurance as to the reliability of our financial reporting and the preparation and presentation of the
consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal controls over
financial reporting include those policies and procedures that: 1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets; 2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial
statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made in accordance with authorizations of
management and the directors; and 3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our
assets that could have a material effect on the financial statements.
We conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls,
evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements even when determined to be effective
and can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and
procedures may deteriorate. However, based on the evaluation, management has concluded that our internal controls over financial reporting were effective as of
December 31, 2015.
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There were no changes in our internal controls that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting (as defined in Rule 13a–15(f) under the Exchange Act) that occurred during the year ended December 31, 2015.
Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include an attestation report of the Partnership’s registered public accounting firm due to a transition period established by rules
of the SEC for emerging growth companies.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this Annual Report that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16A. Audit Committee Financial Expert
Our board of directors has determined that Hans Petter Aas qualifies as an audit committee financial expert and is independent under applicable NYSE and
SEC standards.
Item 16B. Code of Ethics
We have adopted the KNOT Offshore Partners LP Code of Business Conduct and Ethics that applies to all of our employees, officers and directors. This
document is available under the “Corporate Governance” tab in the “Investor Relations” section of our website ( www.knotoffshorepartners.com ). We intend to
disclose, under this tab of our website, any waivers to or amendments of the KNOT Offshore Partners LP Corporate Code of Business Ethics and Conduct for the
benefit of any of our directors and executive officers.
Item 16C. Principal Accountant Fees and Services
Our principal accountant for 2015 was Ernst & Young AS.
The audit committee of our board of directors has the authority to pre-approve permissible audit-related and non-audit services not prohibited by law to be
performed by our independent auditors and associated fees. Engagements for proposed services either may be separately pre-approved by the audit committee or
entered into pursuant to detailed pre-approval policies and procedures established by the audit committee, as long as the audit committee is informed on a timely
basis of any engagement entered into on that basis. The audit committee separately pre-approved all engagements and fees paid to our principal accountant in 2015
and 2014.
Fees Incurred by the Partnership for Ernst & Young AS’ Services
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
2015
$492,326
97,597
4,067
—
$593,990
2014
$678,279
219,020
13,048
—
$910,347
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Table of Contents
Audit Fees
Audit fees for 2015 and 2014 are the aggregate fees billed for professional services rendered by the principal accountant for the audit of the Partnership’s annual
financial statements and services normally provided by the principal accountant in connection with statutory and regulatory filings or engagements.
Audit-Related Fees
Audit-related fees for 2015 and 2014 are the aggregate fees billed for professional services rendered by the principal accountant related primarily to
assurance work in connection with the comfort letters and reviews of prospectuses associated with our public offerings in June 2014 and June 2015 that have not
been reported under “—Audit Fees” above
Tax Fees
Tax fees for 2015 and 2014 are the aggregate fees billed for professional services rendered by the principal accountant related primarily to tax compliance services.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Period(1)
August 1, 2015–August 31, 2015
September 1, 2015–September 30, 2015
October 1, 2015–October 31, 2015
November 1, 2015–November 30, 2015
December 1, 2015–December 31, 2015
Total number
of common
units
purchased(2)
—
—
—
9,280
261,994
Average
price paid
per common
unit
$
$
$
$
$
—
—
—
13.99
12.66
Total number of
common units
purchased as part of
all publicly
announced plans or
programs(2)
—
—
—
9,280
261,994
Maximum number of
common units that may
yet be purchased under
such plans or programs
1,000,000
1,000,000
1,000,000
990,720
728,726
(1)
(2)
No common units were purchased by the issuer or affiliated purchasers during the period January 1, 2015 through July 31, 2015.
On August 12, 2015, the Partnership announced a program for the Partnership to repurchase up to 666,667 of its common units and for our general partner
concurrently to purchase up to 333,333 common units of the Partnership. All purchases of common units were at prevailing prices on the open market. All
purchases of common units set forth in the table above were made pursuant to this program. Approximately one third of the common units purchased under
the program were purchased by our general partner (90,368 common units) and approximately two thirds were purchased by the Partnership (180,906
common units). The program will conclude by August 31, 2016.
Item 16F. Change in Registrants’ Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
Overview
Pursuant to an exemption under the NYSE listing standards for foreign private issuers, the Partnership is not required to comply with the corporate
governance practices followed by U.S. companies under the NYSE listing standards. However, pursuant to Section 303A.11 of the NYSE Listed Company Manual,
we are required to state any significant differences between our governance practices and the practices required by the NYSE for U.S. companies. We believe that
our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our unitholders.
The significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies are set forth below.
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Independence of Directors
The NYSE rules do not require a listed company that is a foreign private issuer to have a board of directors that is comprised of a majority of independent
directors. Under Marshall Islands law, we are not required to have a board of directors comprised of a majority of directors meeting the independence standards
described in the NYSE rules. In addition, the NYSE rules do not require limited partnerships like us to have boards of directors comprised of a majority of
independent directors. However, our board of directors has determined that each of Hans Petter Aas, Edward A. Waryas, Jr., Simon Bird and Andrew Beveridge
satisfies the independence standards established by the NYSE as applicable to us.
Executive Sessions
The NYSE requires that non-management directors of a listed U.S. company meet regularly in executive sessions without management. The NYSE also
requires that all independent directors of a listed U.S. company meet in an executive session at least once a year. As permitted under Marshall Islands law and our
partnership agreement, our non-management directors do not regularly hold executive sessions without management and we do not expect them to do so in the
future.
Nominating/Corporate Governance Committee
The NYSE requires that a listed U.S. company have a nominating/corporate governance committee of independent directors and a committee charter
specifying the purpose, duties and evaluation procedures of the committee. As permitted under Marshall Islands law and our partnership agreement, we do not
currently have a nominating or corporate governance committee.
Compensation Committee
The NYSE requires that a listed U.S. company have a compensation committee of independent directors and a committee charter specifying the purpose,
duties and evaluation procedures of the committee. As permitted under Marshall Islands law and our partnership agreement, we do not currently have a
compensation committee.
Corporate Governance Guidelines
The NYSE requires listed U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director
qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and
continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Marshall Islands law, and
we have not adopted such guidelines.
We make available a statement of significant differences on our website ( www.knotoffshorepartners.com ).
We believe that our established corporate governance practices satisfy the NYSE listing standards.
Item 16H. Mine Safety Disclosure
Not applicable.
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Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
PART III
The following financial statements listed below and set forth on pages F-3 through F-43, together with the related reports of Ernst & Young AS, Independent
Registered Public Accounting Firm thereon, are filed as part of this Annual Report:
Consolidated and Combined Carve-Out Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013
Consolidated and Combined Carve-Out Statements of Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated and Combined Carve-Out Statements of Changes in Partners’ Capital/Owners’ Equity for the Years Ended December 31, 2015, 2014 and
2013
Consolidated and Combined Carve-Out Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013
Notes to Consolidated and Combined Carve-Out Financial Statements
F-3
F-4
F-5
F-6
F-7
F-8
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required, are inapplicable or have been disclosed
in the notes to the consolidated and combined carve-out financial statements and therefore have been omitted.
Item 19. Exhibits
The following exhibits are filed as part of this Annual Report:
Exhibit
Number
1.1
1.2
4.1
4.2
4.3
4.4
4.5
Description
Certificate of Limited Partnership of KNOT Offshore Partners LP (incorporated by reference to Exhibit 3.1 to the registrant’s Form F-1
Registration Statement (333-186947), filed on February 28, 2013)
First Amended and Restated Agreement of Limited Partnership of KNOT Offshore Partners LP, dated April 15, 2013, between KNOT Offshore
Partners GP LLC and Knutsen NYK Offshore Tankers AS (incorporated by reference to Exhibit 1.2 of the registrant’s Annual Report on Form
20-F for fiscal year ended December 31, 2013 filed on April 15, 2014)
Contribution and Sale Agreement, dated April 15, 2013, among Knutsen NYK Offshore Tankers AS, KNOT Offshore Partners LP, KNOT
Offshore Partners GP LLC, KNOT Offshore Partners UK LLC and KNOT Shuttle Tankers AS (incorporated by reference to Exhibit 4.1 of the
registrant’s Annual Report on Form 20-F for fiscal year ended December 31, 2013 filed on April 15, 2014)
Omnibus Agreement, dated April 15, 2013, among Knutsen NYK Offshore Tankers AS, KNOT Offshore Partners LP, KNOT Offshore Partners
GP LLC, KNOT Shuttle Tankers 17 AS and KNOT Shuttle Tankers 18 AS (incorporated by reference to Exhibit 4.2 of the registrant’s Annual
Report on Form 20-F for fiscal year ended December 31, 2013 filed on April 15, 2014)
Administrative Services Agreement, dated February 26, 2013, among KNOT Offshore Partners LP, KNOT Offshore Partners UK LLC, Knutsen
OAS (UK) Ltd. and Knutsen OAS Shipping AS (incorporated by reference to Exhibit 10.3 to the registrant’s Amendment No. 1 to Form F-1
Registration Statement (333-186947), filed on March 19, 2013)
Amendment No. 1 to the Administrative Services Agreement, dated May 7, 2015, between KNOT Offshore Partners LP, KNOT Offshore
Partners UK LLC, Knutsen OAS (UK) Ltd., Knutsen OAS Shipping AS and KNOT Management AS (incorporated by reference to Exhibit 4.1 to
the registrant’s report on Form 6-K filed on June 2, 2015)
Ship Management Agreement for the Bodil Knutsen, dated October 28, 2010, between KNOT Shuttle Tankers 17 AS and KNOT Management
AS, as amended (incorporated by reference to Exhibit 10.4 to the registrant’s Form F-1 Registration Statement (333-186947), filed on
February 28, 2013)
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Exhibit
Number
4.6
4.7
4.8
4.9
4.10
4.11*
4.12*
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
Description
Ship Management Agreement for the Windsor Knutsen, dated November 10, 2010, between KNOT Shuttle Tankers 18 AS and KNOT Management
AS, as amended (incorporated by reference to Exhibit 10.5 to the registrant’s Form F-1 Registration Statement (333-186947), filed on February 28,
2013)
Ship Management Agreement for the Carmen Knutsen, dated June 27, 2011, between Knutsen Shuttle Tankers 13 AS and KNOT Management AS, as
amended (incorporated by reference to Exhibit 4.6 of the registrant’s Annual Report on Form 20-F for fiscal year ended December 31, 2013 filed on
April 15, 2014)
Ship Management Agreement for the Hilda Knutsen, dated June 27, 2011, between Knutsen Shuttle Tankers 14 AS and KNOT Management AS, as
amended (incorporated by reference to Exhibit 10.3 to the registrant’s report on Form 6-K filed on July 14, 2014)
Ship Management Agreement for the Torill Knutsen, dated June 27, 2011, between Knutsen Shuttle Tankers 15 AS and KNOT Management AS, as
amended (incorporated by reference to Exhibit 10.4 to the registrant’s report on Form 6-K filed on July 14, 2014)
Ship Management Agreement for the Ingrid Knutsen, dated May 30, 2012, between Knutsen NYK Shuttle Tankers 16 AS and KNOT Management
AS, as amended (incorporated by reference to Exhibit 4.3 to the registrant’s report on Form 6-K filed on December 3, 2015)
Ship Management Agreement for the Fortaleza Knutsen, dated October 28, 2010, between Knutsen Shuttle Tankers XII KS and KNOT Management
AS, as amended
Ship Management Agreement for the Recife Knutsen, dated October 28, 2010, between Knutsen Shuttle Tankers XII KS and KNOT Management AS,
as amended
Ship Management Agreement for the Dan Cisne, dated May 13, 2014, between KNOT Shuttle Tankers 20 AS and KNOT Management Denmark AS,
as amended (incorporated by reference to Exhibit 4.9 of the registrant’s Annual Report on Form 20-F for fiscal year ended December 31, 2014 filed
on March 25, 2015)
Ship Management Agreement for the Dan Sabia, dated May 13, 2014, between KNOT Shuttle Tankers 21 AS and KNOT Management Denmark AS,
as amended (incorporated by reference to Exhibit 4.2 to the registrant’s report on Form 6-K filed on June 29, 2015)
Term Facility Agreement, dated June 10, 2014, among Knutsen Shuttle Tankers XII KS, as borrower, and the other parties thereto (incorporated by
reference to Exhibit 10.1 to the registrant’s report on Form 6-K filed on December 9, 2014)
Term and Revolving Facilities Agreement, dated June 10, 2014, among KNOT Shuttle Tankers 18 AS, Knot Shuttle Tankers 17 AS and Knutsen
Shuttle Tankers 13 AS, as borrowers, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the registrant’s report on Form 6-K
filed on June 27, 2014)
Amended and Restated Term Loan Facility Agreement, dated July 11, 2011, among Knutsen Shuttle Tankers 14 AS, as borrower, and the other parties
thereto, as amended and restated by the First Supplemental Agreement, dated October 5, 2011, the Second Supplemental Agreement, dated January
23, 2014, and the Third Supplemental Agreement, dated June 26, 2014 (incorporated by reference to Exhibit 10.1 to the registrant’s report on Form 6-
K filed on July 14, 2014)
Amended and Restated Term Loan Facility Agreement, dated November 3, 2011, among Knutsen Shuttle Tankers 15 AS, as borrower, and the other
parties thereto, as amended by an amendment letter, dated October 23, 2013, and as amended and restated by the First Supplemental Agreement, dated
February 12, 2014, and the Second Supplemental Agreement, dated June 26, 2014 (incorporated by reference to Exhibit 10.2 to the registrant’s report
on Form 6-K filed on July 14, 2014)
Senior Secured Credit Facilities Agreement, dated April 3, 2014, among KNOT Shuttle Tankers 20 AS and KNOT Shuttle Tankers 21 AS, as
borrowers, and the other parties thereto (incorporated by reference to Exhibit 4.15 of the registrant’s Annual Report on Form 20-F for fiscal year
ended December 31, 2014 filed on March 25, 2015)
Accession Letter, dated December 15, 2014, among Knutsen NYK Offshore Tankers AS, KNOT Offshore Partners LP, KNOT Shuttle Tankers 20 AS
and Sumitomo Mitsui Banking Corporation Europe Limited (incorporated by reference to Exhibit 4.16 of the registrant’s Annual Report on Form 20-F
for fiscal year ended December 31, 2014 filed on March 25, 2015)
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Exhibit
Number
4.21
4.22
4.23
4.24
4.25†
4.26†
4.27
4.28†
4.29
4.30
4.31
4.32
4.33
4.34
4.35
Description
Letter Agreement, dated June 15, 2015, among Knutsen NYK Offshore Tankers AS, KNOT Offshore Partners LP, KNOT Shuttle Tankers 20 AS and
Sumitomo Mitsui Banking Corporation Europe Limited, relating to the Accession Letter, dated December 15, 2014 (incorporated by reference to
Exhibit 4.1 to the registrant’s report on Form 6-K filed on June 29, 2015)
Amended and Restated Term Loan Facility Agreement, dated June 7, 2012, among Knutsen NYK Shuttle Tankers 16 AS, as borrower, and the other
parties thereto, as amended and restated by the First Supplemental Agreement, dated February 5, 2015, and the Second Supplemental Agreement,
dated October 13, 2015 (incorporated by reference to Exhibit 4.2 to the registrant’s report on Form 6-K filed on December 3, 2015)
Employment Agreement, dated May 7, 2015, between KNOT Offshore Partners UK LLC and John Costain (incorporated by reference to Exhibit 4.2
to the registrant’s report on Form 6-K filed on June 2, 2015)
Employment Agreement, dated March 28, 2013, between KNOT Offshore Partners UK LLC and Arild Vik (incorporated by reference to Exhibit
10.10 to the registrant’s Amendment No. 2 to Form F-1 Registration Statement (333-186947), filed on April 1, 2013)
Fortaleza Knutsen Standard Bareboat Charter Party, dated November 14, 2007, between Knutsen Shuttle Tankers XII KS and Fronape International
Company/Petrobras Transporte S.A.-Transpetro, novated by the Novation Agreement, dated June 27, 2012, between Knutsen Shuttle Tankers XII KS,
Knutsen OAS Shipping AS, Fronape International Company, Petrobras Transporte S.A.-Transpetro and Fronape International Company B.V.
(incorporated by reference to Exhibit 10.11 to the registrant’s Form F-1 Registration Statement (333-186947), filed on February 28, 2013)
Recife Knutsen Standard Bareboat Charter Party, dated November 14, 2007, between Knutsen Shuttle Tankers XII KS and Fronape International
Company/Petrobras Transporte S.A.-Transpetro, novated by the Novation Agreement, dated June 29, 2012, between Knutsen Shuttle Tankers XII KS,
Knutsen OAS Shipping AS, Fronape International Company, Petrobras Transporte S.A.-Transpetro and Fronape International Company B.V.
(incorporated by reference to Exhibit 10.12 to the registrant’s Form F-1 Registration Statement (333-186947), filed on February 28, 2013)
Windsor Knutsen Time Charter Party, dated July 29, 2014, between KNOT Shuttle Tankers 18 AS and KNOT Shuttle Tankers Pool AS (incorporated
by reference to Exhibit 10.1 to the registrant’s report on Form 6-K filed on September 26, 2014)
Bodil Knutsen Time Charter Party, dated October 7, 2010, between Knutsen Bøyelaster VI KS and Statoil ASA, amended by Addendum No. 1, dated
March 29, 2011, between Knutsen Bøyelaster VI KS and Statoil ASA and novated by the Novation Agreement, dated February 18, 2013, between
Knutsen Bøyelaster VI KS, KNOT Shuttle Tankers 17 AS and Statoil ASA (incorporated by reference to Exhibit 10.14 to the registrant’s Form F-1
Registration Statement (333-186947), filed on February 28, 2013)
Share Purchase Agreement, dated July 11, 2013, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS (incorporated by
reference to Exhibit 4.21 of the registrant’s Annual Report on Form 20-F for fiscal year ended December 31, 2013 filed on April 15, 2014)
Share Purchase Agreement, dated June 23, 2014, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS (incorporated by
reference to Exhibit 10.2 to the registrant’s report on Form 6-K filed on June 27, 2014)
Share Purchase Agreement, dated June 23, 2014, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS (incorporated by
reference to Exhibit 10.3 to the registrant’s report on Form 6-K filed on June 27, 2014)
Share Purchase Agreement, dated December 10, 2014, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS, as amended
(incorporated by reference to Exhibit 4.27 of the registrant’s Annual Report on Form 20-F for fiscal year ended December 31, 2014 filed on March 25,
2015)
Seller’s Credit, dated December 15, 2014, between KNOT Shuttle Tankers AS and Knutsen NYK Offshore Tankers AS (incorporated by reference to
Exhibit 4.28 of the registrant’s Annual Report on Form 20-F for fiscal year ended December 31, 2014 filed on March 25, 2015)
Share Purchase Agreement, dated May 27, 2015, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS (incorporated by
reference to Exhibit 4.3 to the registrant’s report on Form 6-K filed on June 2, 2015)
Share Purchase Agreement, dated October 13, 2015, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS (incorporated by
reference to Exhibit 4.1 of the registrant’s report on Form 6-K filed on December 3, 2015)
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Table of Contents
Exhibit
Number
Description
8.1*
Subsidiaries of KNOT Offshore Partners LP
12.1*
Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer and the Principal Financial Officer
13.1*
Certification under Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and the Principal Financial Officer
15.1*
Consent of Independent Registered Public Accounting Firm
101.INS
XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Schema Calculation Linkbase
101.DEF XBRL Taxonomy Extension Schema Definition Linkbase
101.LAB XBRL Taxonomy Extension Schema Label Linkbase
101.PRE XBRL Taxonomy Extension Schema Presentation Linkbase
*
†
Filed herewith.
Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.
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SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign
this Annual Report on its behalf.
Date: March 18, 2016
KNOT OFFSHORE PARTNERS LP
By: /s/ John Costain
Name: John Costain
Title: Chief Executive Officer and Chief
Financial Officer
Table of Contents
INDEX TO FINANCIAL STATEMENTS OF KNOT OFFSHORE PARTNERS LP
Report of Independent Registered Public Accounting Firm
Consolidated and Combined Carve-Out Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013
Consolidated and Combined Carve-Out Statements of Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated and Combined Carve-Out Statements of Changes in Partners’ Capital/Owners’ Equity for the Years Ended December 31, 2015, 2014 and
2013
Consolidated and Combined Carve-Out Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013
Notes to Consolidated and Combined Carve-Out Financial Statements
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Partners of KNOT Offshore Partners LP
We have audited the accompanying consolidated balance sheets of KNOT Offshore Partners LP as of December 31, 2015 and 2014, as described in Note 2(a), and
the related consolidated and combined carve-out statements of operations, comprehensive income, partners’ capital / owners’ equity, and cash flows for each of the
three years in the period ended December 31, 2015. These consolidated and combined carve-out financial statements are the responsibility of the Partnership’s
management. Our responsibility is to express an opinion on these consolidated and combined carve-out financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to
perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of KNOT Offshore Partners LP
at December 31, 2015 and 2014, and the consolidated and combined results of its operations and its cash flows for each of the three years in the period ended
December 31, 2015, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young AS
Oslo, Norway
March 18, 2016
F-2
Table of Contents
KNOT OFFSHORE PARTNERS LP
Consolidated and Combined Carve-Out Statements of Operations
for the Years Ended December 31, 2015, 2014 and 2013
(U.S.
Dollars
in
thousands,
except
per
unit
amounts)
Operating revenues: (Notes 2(d), 5 and 18)
Time charter and bareboat revenues
Other income
Loss of hire insurance recoveries
Total revenues (Notes 2(d), 5, 6, and 18)
Operating expenses: (Note 18)
Vessel operating expenses (Note 2(d))
Depreciation (Note 13)
General and administrative expenses
Goodwill impairment charge (Note 8)
Total operating expenses
Operating income
Finance income (expense): (Notes 2(e) and 18)
Interest income
Interest expense (Note 9(a))
Other finance expense (Note 9(b))
Realized and unrealized gain (loss) on derivative instruments (Note 10)
Net gain (loss) on foreign currency transactions
Total finance expense
Income before income taxes
Income tax benefit (expense) (Notes 2(q) and 17)
Net income
General Partner’s interest in net income
Limited Partners’ interest in net income
Earnings per unit: (Note 21)(1)
Common units (basic and diluted)
Subordinated units (basic and diluted)
General partner units (basic and diluted)
Cash distributions declared and paid per unit (Note 21)
Year Ended December 31,
2015 *
2014 *
2013 **
$154,750
274
—
155,024
$112,784
57
—
112,841
$ 73,151
—
250
73,401
27,543
48,844
4,290
6,217
86,894
68,130
8
(17,451)
(504)
(9,695)
(105)
(27,747)
40,383
59
$ 40,442
767
39,675
23,879
34,322
4,323
—
62,524
50,317
13
(15,271)
(1,271)
(6,407)
26
(22,910)
27,407
(15)
$ 27,392
536
26,856
14,288
23,768
5,361
—
43,417
29,984
30
(10,773)
(2,048)
505
193
(12,093)
17,891
(2,827)
$ 15,064
301
14,764
$
$
$
$
1.499
1.708
1.487
2,030
$
$
$
$
1.369
1.343
1.329
1.795
$ 1.063
$ 1.065
$ 1.063
$ 0.752
(1)
*
**
Earnings per unit information for the year ended December 31, 2013 is in respect of the period from the closing of the IPO (April 15, 2013) to December 31,
2013.
2015 and 2014 refers to the Consolidated Statements of Operations
2013 refers to the Consolidated and Combined Carve-Out Statement of Operations
The accompanying notes are an integral part of these financial statements.
F-3
Table of Contents
KNOT OFFSHORE PARTNERS LP
Consolidated and Combined Carve-Out Statements of Comprehensive Income
for the Years Ended December 31, 2015, 2014 and 2013
(U.S.
Dollars
in
thousands)
Net income
Other comprehensive income, net of tax
Comprehensive income
*
**
2015 and 2014 refers to the Consolidated Statements of Operations
2013 refers to the Consolidated and Combined Carve-Out Statement of Operations
The accompanying notes are an integral part of these financial statements.
F-4
2014 *
2015 *
2013 **
$40,442 $27,392 $15,064
—
$40,442 $27,392 $15,064
—
—
Table of Contents
Assets
Current assets:
KNOT OFFSHORE PARTNERS LP
Consolidated Balance Sheets
as of December 31, 2015 and 2014
(U.S.
Dollars
in
thousands)
Cash and cash equivalents (Notes 2(f) and 11)
Trade accounts receivable, less allowance for doubtful accounts of $0 in, 2015 and $0 in 2014 (Notes 2(h) and 12(a))
Amounts due from related parties (Note 18(d))
Inventories (Note 2(i))
Other current assets (Notes 2(j) and 12(b))
Total current assets
Long-term assets:
Vessels and equipment (Notes 2(k), 2(l), 2(m), 13 and 18(f)):
Vessels
Less accumulated depreciation and amortization
Vessels and equipment, net
Goodwill (Notes 2(n), 8, and 22)
Deferred debt issuance cost (Note 2(o))
Derivative assets (Notes 2(p), 10 and 11)
Total assets
Liabilities and Partners’ Capital/Owners’ Equity
Current liabilities:
Trade accounts payable (Note 18(e))
Accrued expenses (Note 15)
Current portion of long-term debt (Notes 11 and 16)
Current portion derivative liabilities (Notes 2(p), 10 and 11)
Income taxes payable (Notes 2(q) and 17)
Current portion of contract liabilities (Notes 2(n) and 14)
Prepaid charter and deferred revenue (Note 2(r))
Amount due to related parties (Note 18(d))
Total current liabilities
Long-term liabilities:
Long-term debt (Notes 11 and 16)
Derivative liabilities (Notes 2(p), 10 and 11)
Contract liabilities (Notes 2(n) and 14)
Deferred tax liabilities (Notes 2(q) and 17)
Long-term debt from related parties (Notes 11, 16 and 18)
Other long-term liabilities (Note 2(r))
Total liabilities
Commitments and contingencies (Notes 2(s) and 19)
Equity:
Partners’ capital:
Common unitholders
Subordinated unitholders
General partner interest
Total partners’ capital
Total liabilities and equity
The accompanying notes are an integral part of these financial statements.
F-5
December 31,
2015
2014
$
$
23,573
—
58
849
2,949
27,429
30,746
—
130
915
3,958
35,749
1,351,219
(158,292)
1,192,927
—
2,819
695
$1,223,870
1,131,321
(109,464)
1,021,857
6,217
3,959
2,966
$1,070,748
$
1,995
3,888
49,684
5,138
249
1,518
3,365
848
66,685
622,006
1,232
9,757
877
—
2,543
703,100
$
1,869
2,735
38,718
7,450
362
1,518
6,751
628
60,031
562,503
—
11,275
1,402
12,000
4,172
651,383
411,317
99,158
10,295
520,770
$1,223,870
307,544
103,680
8,141
419,365
$1,070,748
Table of Contents
KNOT OFFSHORE PARTNERS LP
Consolidated and Combined Carve-Out
Statements of Changes in Partners’ Capital/Owners’ Equity
for the Years Ended December 31, 2015, 2014 and 2013
(U.S.
Dollars
in
thousands)
Partners’ Capital
Accumulated
Other
Comprehensive
Income
Combined carve-out balance at December 31, 2012
Combined carve-out net loss (Jan 1 to April 15, 2013)
Combined carve-out other comprehensive income
Movement in invested Equity
Combined balance at April 15, 2013
Elimination of equity
Allocation of partnership capital to unitholders
Proceeds from initial public offering (8,567,500 common units
(including 1,117,500 common units sold pursuant to the full exercise
of the underwriters’ option to purchase additional units) net of
underwriters’ discount of $11,605 (Note 3)
Cash distribution to KNOT
Initial public offering costs
Post initial public offering net income
Other comprehensive income
Cash distributions
Consolidated balance at December 31, 2013
Net income
Cash distribution
Proceeds from public offering (5,240,000 common units including
640,000 common units pursuant to the exercise of the underwriter’s
option to purchase additional common units), net of underwriters’
discount of $4,991 (Note 23)
Offering cost (Note 23)
Other comprehensive income
Consolidated balance at December 31, 2014
Net income
Cash distribution
Proceeds from public offering (5,000,000 common units), net of
underwriters’ discount of $4,300 (Note 23)
Offering cost (Note 23)
Repurchase common units
Other comprehensive income
Consolidated balance at December 31, 2015
Owners’
Invested
Equity
$ 97,194
(3,538)
—
10,882
104,538
27,792
(132,330)
Common
Units
Subordinated
Units
—
—
—
—
—
—
—
—
—
—
—
—
—
127,141
General
Partner
—
—
—
—
—
—
5,189
—
—
—
—
—
—
—
—
—
168,313
—
(2,201)
9,106
—
(6,445)
168,773
15,349
(20,226)
—
(21,954)
—
9,125
—
(6,455)
107,857
11,507
(15,684)
—
—
—
371
—
(263)
5,297
536
(727)
143,983
(335)
—
—
—
—
— $307,544 $
—
—
25,038
(33,179)
—
—
—
3,040
(5)
—
103,680 $ 8,141 $
14,637
(19,159)
767
(1,032)
114,500
(288)
(2,298)
—
—
—
—
—
— $411,317 $
—
—
—
—
2,424
(5)
—
—
99,158 $10,295 $
Total
Partners’
Capital/
Owners’
Equity
— $ 97,194
(3,538)
—
—
—
10,882
—
104,538
—
27,792
—
—
—
—
—
—
—
—
—
—
—
168,313
(21,954)
(2,201)
18,602
—
(13,163)
281,927
27,392
(36,637)
—
147,023
—
(340)
—
—
— $419,365
40,442
—
(53,370)
—
116,924
—
(293)
—
(2,298)
—
—
—
— $520,770
The accompanying notes are an integral part of these financial statements.
F-6
Table of Contents
KNOT OFFSHORE PARTNERS LP
Consolidated and Combined Carve-Out Statements of Cash Flows
for the Years Ended December 31, 2015, 2014 and 2013
(U.S.
Dollars
in
thousands)
Cash flows provided by operating activities:
Net income
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation
Amortization of contract intangibles / liabilities
Amortization of deferred revenue
Amortization of deferred debt issuance cost
Goodwill impairment charge
Income tax expense
Income taxes paid
Unrealized (gain) loss on derivative instruments
Unrealized (gain) loss on foreign currency transactions
Other items
Changes in operating assets and liabilities
Decrease (increase) in trade accounts receivable
Decrease (increase) in amounts due from related parties
Decrease (increase) in inventories
Decrease (increase) in other current assets
Increase (decrease) in trade accounts payable
Increase (decrease) in accrued expenses
Increase (decrease) prepaid revenue
Increase (decrease) in amounts due to related parties
Increase (decrease) in other liabilities
Net cash provided by operating activities (Note 20)
Cash flows from investing activities:
Disposals (additions) to vessel and equipment
Acquisition of the Carmen Knutsen (net of cash acquired) (Note 22)
Acquisition of the Hilda Knutsen and Torill Knutsen (net of cash acquired) (Note 22)
Acquisition of the Dan Cisne (net of cash acquired) (Note 22)
Acquisition of the Dan Sabia (net of cash acquired) (Note 22)
Acquisition of the Ingrid Knutsen (net of cash acquired) (Note 22)
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt (Note 16)
Proceeds from issuance of long-term debt from related parties (Note 16
and 18)
Repayment of long-term debt (Note 16)
Repayment of long-term debt from related parties
Accumulated interest from related party
Payments of debt issuance cost
Repurchase of common units
Changes in payables to related parties
Contributions from/distribution to owner, net (Note 20)
Proceeds from public offerings, net of underwriters’ discount
Cash distributed to KNOT
Offering cost
Cash distribution
Change in restricted cash
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
*
**
2015 and 2014 refers to the Consolidated Statements of Cash Flows
2013 refers to the Consolidated and Combined Carve-Out Statement of Cash Flows
The accompanying notes are an integral part of these financial statements.
2015 *
Year Ended December 31,
2014 *
2013 **
$ 40,442
$ 27, 392
$ 15,064
48,844
(1,518)
(1,913)
1,149
6,217
(59)
(348)
390
22
—
—
1,008
210
1,222
45
(737)
(4,306)
(1,508)
—
89,160
(1,526)
—
—
—
(36,843)
(8,119)
(46,488)
34,322
(1,518)
(1,170)
3,021
—
15
(731)
3,910
(136)
(16)
—
(49)
58
(172)
337
(2,092)
793
(4,625)
—
59,339
6
—
(105,296)
(16,656)
—
—
(121,946)
23,768
(1,518)
(427)
1,741
—
2,827
—
(1,770)
32
—
99
(77)
197
2,555
662
771
101
109
26
44,160
215
(55,683)
—
—
—
—
(55,468)
—
377,813
45,422
—
(78,276)
(32,253)
—
(9)
(2,298)
—
—
116,924
—
(293)
(53,370)
—
(49,575)
(270)
7,173
30,746
$ 23,573
12,000
(420,196)
(10,612)
263
(5,004)
—
—
—
147,023
—
(340)
(36,637)
458
64,768
(251)
1,910
28,836
$ 30,746
10,453
(142,873)
—
—
(1,098)
—
(15,174)
11,623
168,313
(21,954)
(2,201)
(13,163)
(458)
38,890
(33)
27,549
1,287
$ 28,836
F-7
Table of Contents
1) Description of Business
KNOT OFFSHORE PARTNERS LP
Notes to Consolidated and Combined Carve-Out Financial Statements
KNOT Offshore Partners LP (the “Partnership”) was formed as a limited partnership under the laws of the Republic of the Marshall Islands. The Partnership
was formed for the purpose of acquiring 100% ownership interests in four shuttle tankers owned by Knutsen NYK Offshore Tankers AS (“KNOT”) in connection
with the Partnership’s initial public offering of its common units (the “IPO”), which was completed on April 15, 2013.
The Partnership was established prior to the closing of the IPO. In connection with the consummation of the IPO, through KNOT Offshore Partners UK LLC
(“KNOT UK”), a 100% owned limited liability company formed under the laws of the Marshall Islands, the Partnership acquired a 100% ownership interest in
KNOT Shuttle Tankers AS, a wholly owned subsidiary of KNOT, which as of February 27, 2013 directly or indirectly owned (1) 100% of Knutsen Shuttle Tankers
XII KS, the owner of the Recife Knutsen and the Fortaleza Knutsen , (2) 100% of Knutsen Shuttle Tankers XII AS, the general partner of Knutsen Shuttle Tankers
XII KS, and (3) the Windsor Knutsen and the Bodil Knutsen and all of their related charters, inventory and long-term debt. In establishing the new KNOT Shuttle
Tankers AS structure, KNOT formed three new Norwegian subsidiaries, which acquired 90% of Knutsen Shuttle Tankers XII KS, 100% of the Windsor Knutsen
and 100% of the Bodil Knutsen , respectively.
In connection with the consummation of the IPO, (1) the Partnership issued to KNOT 8,567,500 subordinated units, representing a 49.0% limited partner
interest in the Partnership, and 100% of the incentive distribution rights (“IDRs”); (2) KNOT Offshore Partners GP LLC, a wholly owned subsidiary of KNOT and
the general partner of the Partnership (the “General Partner”), continued its 2.0% general partner interest in the Partnership; and (3) the Partnership issued and sold
to the public, through the underwriters, 8,567,500 common units (including 1,117,500 common units sold pursuant to the full exercise of the underwriters’ option to
purchase additional units), representing a 49.0% limited partner interest in the Partnership. The Partnership received gross proceeds before underwriting discounts,
the structuring fee and estimated offering expenses of approximately $179.9 million in connection with the IPO, all as further described in Note 3—Formation
Transactions and Initial Public Offering.
For periods prior to April 15, 2013 (the closing of the IPO), the Partnership and its subsidiaries that had interests in the Windsor Knutsen , the Bodil Knutsen
, the Recife Knutsen and the Fortaleza Knutsen are collectively referred to as the “Combined Entity.” The transfers and contributions of the subsidiaries holding
interests in the Windsor Knutsen , the Bodil Knutsen , the Recife Knutsen and the Fortaleza Knutsen from KNOT to the Partnership in connection with the IPO
were deemed to be a reorganization of entities under common control. As a reorganization of entities under common control, the transfer of the subsidiaries and
other net assets has been recorded at KNOT’s historical book value.
Pursuant to the Partnership’s First Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), the General Partner has
irrevocably delegated to the Partnership’s board of directors the power to oversee and direct the operations of, manage and determine the strategies and policies of
the Partnership. During the period from the IPO until the time of the Partnership’s first annual meeting of unitholders (“AGM”) on June 25, 2013, the General
Partner retained the sole power to appoint, remove and replace all members of the Partnership’s board of directors. At the first AGM, four of the seven board
members became electable by the common unitholders and accordingly, from this date, KNOT, as the owner of the General Partner, no longer retained the power to
control the Partnership’s board of directors and hence the Partnership. As a result, the Partnership is no longer considered to be under common control with KNOT,
and, as a consequence, the Partnership no longer accounts for any vessel acquisitions from KNOT after June 25, 2013 as a transfer of equity interests between
entities under common control.
On August 1, 2013, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired Knutsen Shuttle Tankers 13 AS, the company that
owns the Carmen Knutsen , from KNOT. The acquisition of the Carmen Knutsen was accounted for as an acquisition of a business. Accordingly, the results of the
Carmen Knutsen are consolidated into the Partnership’s results from the date of its acquisition. There has been no retroactive restatement of the Partnership’s
financial statements to reflect the historical results of the Carmen Knutsen prior to its acquisition.
On June 27, 2014, the Partnership issued and sold 4,600,000 common units in an underwritten public offering (the “June 2014 Offering”). In connection with
the June 2014 Offering, the Partnership also granted the underwriters the option to purchase an additional 690,000 common units. In connection with the partial
exercises (the “Option Exercises”) by the underwriters of their option to purchase additional common units, on July 14, 2014 and July 24, 2014, the Partnership
issued and sold 150,000 common units and 490,000 common units, respectively, and the General Partner made additional capital contributions to the Partnership in
order to maintain its 2% general partner interest in the Partnership.
F-8
Table of Contents
The net proceeds from the June 2014 Offering and the Option Exercises (an aggregate of $144.0 million) and related capital contributions by the General
Partner (an aggregate of $3.0 million) were used to fund the purchase price of the acquisitions of the companies that own the Hilda Knutsen and the Torill Knutsen
from Knutsen NYK Offshore Tankers AS and for general partnership purposes.
On June 30, 2014, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired Knutsen Shuttle Tankers 14 AS and Knutsen Shuttle
Tankers 15 AS, the companies that own the Hilda Knutsen and the Torill Knutsen , respectively, from KNOT. The acquisitions of the Hilda Knutsen and the Torill
Knutsen were accounted for as an acquisition of businesses. Accordingly, the results of operations of the Hilda Knutsen and the Torill Knutsen are consolidated into
the Partnership’s results as of the date of their acquisitions.
On December 15, 2014, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired KNOT Shuttle Tankers 20 AS, the company that
owns the Dan Cisne , from KNOT. The acquisition of the Dan Cisne was accounted for as an acquisition of a business. Accordingly, the results of operations of the
Dan Cisne are consolidated into the Partnership’s results as of the date of its acquisition.
On June 2, 2015, the Partnership issued and sold 5,000,000 common units in an underwritten public offering (the “June 2015 Offering”) and the General
Partner made an additional capital contribution to the Partnership in order to maintain its 2% general partner interest in the Partnership.
The net proceeds from the June 2015 Offering (an aggregate of $114.2 million) and related capital contributions by the General Partner (an aggregate of $2.4
million) were used to fund the purchase price of the acquisition of the company that owns the Dan Sabia from Knutsen NYK Offshore Tankers AS and for general
partnership purposes.
On June 15, 2015, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired KNOT Shuttle Tankers 21 AS, the company that owns
the Dan Sabia from KNOT. The acquisition of the Dan Sabia was accounted for as an acquisition of a businesses. Accordingly, the results of operations of the Dan
Sabia are consolidated into the Partnership’s results as of the date of the acquisition.
On October 15, 2015, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired Knutsen NYK Shuttle Tankers 16 AS, the company
that owns the Ingrid Knutsen , from KNOT. The acquisition of the Ingrid Knutsen was accounted for as an acquisition of a business. Accordingly, the results of
operations of the Ingrid Knutsen are consolidated into the Partnership’s results as of the date of its acquisition.
Please read Note 22—Business Acquisitions.
Each of the Windsor Knutsen , the Bodil Knutsen , the Recife Knutsen , the Fortaleza Knutsen , the Carmen Knutsen, the Hilda Knutsen, the Torill Knutsen ,
the Dan Cisne , the Dan Sabia and the Ingrid Knutsen are referred to as a “Vessel” and, collectively, as the “Vessels.” As of December 31, 2015, the Partnership
operated a fleet of ten vessels. The Vessels operate under fixed long-term charter contracts to charterers, with expiration dates between 2017 and 2029. Please see
Note 6—Operating Leases.
The consolidated and combined carve-out financial statements have been prepared assuming that the Partnership will continue as a going concern. As of
December 31, 2015, the Partnership’s net current liabilities were $39.3 million. Included in current liabilities are short term loan obligations that mature before
December 31, 2016 and are therefore, presented as current debt. Furthermore, included within current liabilities as of December 31, 2015, are: (i) mark-to-market
valuations of swap derivatives and foreign exchange forward contracts of $5.1 million of which $3.8 million is mark-to-market valuations of interest rate swap
derivatives and $1.3 million is mark-to-market valuation of foreign exchange forward contracts. The swaps mature between 2018 and 2024. The Partnership has no
intention of terminating these swaps before their maturity dates and hence realizing theses liabilities; (ii) prepaid charter and deferred revenues of $3.4 million
which relate to charter hire received in advance from charterers; and (iii) contract liabilities of $1.5 million, which is the current portion of contractual rights for
charters obtained in connection with a step acquisition that had unfavorable terms. The unfavorable contract liabilities of $1.5 million will amortize during 2016,
thus no cash outflows are expected in respect of these liabilities in the next twelve months.
2) Summary of Significant Accounting Policies
(a)
Basis
of
Preparation
The consolidated and combined carve-out financial statements are prepared in accordance with accounting principles generally accepted in the United States
(“U.S. GAAP”). All intercompany balances and transactions are eliminated.
The consolidated and combined carve-out financial statements include the financial statements of the entities listed in Note 4—Subsidiaries.
F-9
Table of Contents
As of April 16, 2013, the financial statements of the Partnership as a separate legal entity are presented on a consolidated basis. Prior to April 16, 2013, the
results of operations, cash flows and balance sheet have been carved out of the consolidated financial statements of KNOT and therefore are presented on a
combined carve-out basis. As of February 27, 2013, KNOT Shuttle Tankers AS acquired the 100% ownership in KNOT Shuttle Tankers 12 AS, KNOT Shuttle
Tankers 17 AS, KNOT Shuttle Tankers 18 AS, and Knutsen Shuttle Tankers XII AS in a reorganization under common control. As of February 27, 2013, KNOT
Shuttle Tankers 12 AS and Knutsen Shuttle Tankers XII AS owned a 90% and 10% ownership interest, respectively, in Knutsen Shuttle Tankers XII KS; and
KNOT Shuttle Tankers 17 AS owned a 100% interest in the Bodil Knutsen and KNOT Shuttle Tankers 18 AS owned a 100% interest in the Windsor Knutsen . As a
reorganization of entities under common control, the transfer of the subsidiaries and other net assets has been recorded at KNOT’s historical book value.
The Bodil Knutsen and the Windsor Knutsen were not operated as discrete units or included in single purpose legal entities. Accordingly, these Vessels have
been “carved-out” of KNOT’s assets, liabilities, revenues, expenses and cash flows as they relate to the Combined Entity’s business through the use of the
information system of KNOT. Specific information is recorded and coded by vessel for each accounting transaction for certain line items in the combined carve-out
financial statements. Therefore, amounts for such Vessels were specifically identified for revenues, vessel expenses, vessel operating expenses, depreciation and
amortization, interest expense and related debt issuance cost for long-term debt and realized and unrealized losses on derivative instruments; and related balances
for such Vessels were specifically identified for trade accounts receivable, inventories, prepaid expenses, vessels and equipment, intangible assets, trade accounts
payable, certain accrued expenses, prepaid charter revenues, long-term debt, derivative liabilities and contract liabilities.
Vessels operating expenses includes ship management fees for the provision of technical and commercial management of Vessels and are based on
intercompany charges invoiced by KNOT. All long-term debt is specifically related to financing of the individual Vessels. Derivatives are composed of interest rate
swap derivatives and foreign exchange forward contracts. The interest rate swaps were entered into in conjunction with the individual Vessel financing to secure
fixed interest rates. The interest rate swaps are included in the combined carve-out financial statements to reflect all of the historical cost of doing business even
though they will not be transferred to the Partnership. The foreign exchange forward contracts were entered into in conjunction with the construction of certain of
the individual Vessels to secure the amounts payable in foreign currencies.
The following items, which are not directly attributable to the Vessels, have been allocated to the combined carve-out financial statements as set forth below:
•
General and administrative expenses of KNOT were invoiced to its subsidiaries based upon certain transfer pricing principles by type of cost. See Note 18—
Related Party Transactions. The invoiced amounts that cannot be attributed to the Bodil Knutsen and the Windsor Knutsen have been allocated pro rata based
on the number of vessels in KNOT’s fleet.
•
Cash and cash equivalents for general purposes at the legal entity level have not been allocated. The cash and cash equivalents and restricted cash balances
are only included in the combined carve-out balance sheets to the extent they are specifically related to the Bodil Knutsen ’s and the Windsor Knutsen ’s petty
cash or provisions of the loan agreements. Interest income cannot be attributed to the specific Vessels and has only been included in the combined carve-out
financial statements to the extent it relates to an interesting bearing cash account included in the combined carve-out balance sheets.
•
•
•
Payables to owners and affiliates (“owner balances”) are not tracked on an individual Vessel basis for the Bodil Knutsen and the Windsor Knutsen but at the
legal entity level. General allocations of owner balances based on the number of vessels within a legal entity would be inherently arbitrary. Therefore, the
Combined Entity has identified specific payments made by owners to shipyards on Vessels under construction or conversion on behalf of the legal entity
owning the Vessel and reflected these balances as payable to owners and affiliates, adjusted for subsequent external bank refinancing or settlements of
payables at the legal entity level, in the combined carve-out balance sheet. Interest expense has been allocated on the basis of these owner balances and the
historical intercompany interest rates charged by the owners to its subsidiaries on owner balances.
Net gain (loss) of foreign currency transactions cannot be attributed directly to the Bodil Knutsen and the Windsor Knutsen and has been allocated based
upon specifically identified or allocated balances included on the combined carve-out balance sheets.
Goodwill arose in 2008 when TSSI acquired the remaining 50% interest in the majority of KNOT’s vessels, including the Windsor Knutsen and the three
other Vessels of the Combined Entity under construction, in a transaction that was accounted for as a step acquisition. This transaction resulted in goodwill
for KNOT. KNOT’s goodwill was allocated to the Combined Entity based upon the Combined Entity percentage of fair value of the Vessel, the Vessels
under construction and the favorable or unfavorable charter contract rights acquired at the acquisition date to the total fair value acquired by KNOT for all
vessels, vessels under construction and favorable or unfavorable charter contract rights. See Note 2(n)—Summary of Significant Accounting Policies—
Goodwill and Intangibles, Note 8—Goodwill Impairment Charge, and Note 14—Intangible Assets and Contract Liabilities.
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The Partnership’s activities included in the consolidated and combined carve-out financial statements contain Norwegian entities or activities that were
organized as non-taxable partnerships or were without tax status. To reflect the historical cost of doing business, the income tax expense and related deferred tax
assets and liabilities arising for the Combined Entity activities included in the historical parent entities have been included in the consolidated and combined carve-
out financial statements calculated on a separate return basis.
The Vessels of the Partnership were not historically owned by a separate legal entity or operated as a discrete group. Therefore, no separate share capital
existed in owner’s equity. Further, certain Vessels had cash accounts shared with other vessels of the KNOT Group that were not allocated to the Combined Entity.
Accordingly, the historical consolidated and combined carve-out financial statements prior to April 16, 2013 reflect allocations of certain expenses, including
that of general and administrative expenses, mark-to-market valuations of interest rate swap derivatives, interest expense on related party payables and net gain
(loss) on foreign currency transactions. These allocated costs have been accounted for as equity contribution in the consolidated and combined carve-out balance
sheets. Included in the Combined Entity’s equity prior to April 16, 2013 are amounts (net liabilities of $27.8 million) relating to certain assets and liabilities that
were carved out as they were readily separable and identifiable within the books of KNOT. However, these amounts have been retained by KNOT and have not
been transferred to the Partnership and therefore have been eliminated from the Partnership’s opening equity as of April 16, 2013. Details of the net liabilities
eliminated are as follows:
(U.S. Dollars in thousands)
Balance sheet captions:
Other current assets
Other non-current assets
Other current liabilities (*)
Other long-term liabilities (*)
Net liabilities
$
89
—
(6,321)
(21,560)
$ (27,792)
(*)
The majority of the assets and liabilities not transferred to the Partnership are related to interest swap derivatives (Note 10) and insurance proceeds pursuant
to the Contribution and Sale Agreement entered into in connection with the closing of the IPO on April 15, 2013.
Management believes that the allocations included in these consolidated and combined carve-out financial statements are reasonable to present the financial
position, results of operations and cash flows of the Partnership on a stand-alone basis. However, the financial position, results of operations and cash flows of the
Combined Entity as presented may differ from those that would have been achieved had the Partnership operated autonomously for all years presented as the
Partnership would have had additional general and administrative expenses, including legal, accounting, treasury and regulatory compliance and other costs
normally incurred by a stand-alone listed publicly traded entity for the periods prior to the IPO. Accordingly, the consolidated and combined carve-out financial
statements do not purport to be indicative of the future financial position, results of operations or cash flows of the Partnership.
Business combinations
Reorganization of entities under common control is accounted for similar to the pooling of interests method of accounting. Under this method, the carrying
amount of net assets recognized in the balance sheets of each combining entity are carried forward to the balance sheet of the combined entity, and no other assets
or liabilities are recognized as a result of the combination. The excess of the proceeds paid, if any, over the historical cost of the combining entity is accounted for
as an equity distribution. In addition, re-organization of entities under common control is accounted for as if the transfer occurred from the date that both the
combining entity and combined entity were both under common control. Therefore, the Partnership’s financial statements prior to the date the interests in the
combining entity were actually acquired are retroactively adjusted to include the results of the combined entity during the periods it was under common control of
KNOT.
As discussed in Note 1—Description of Business, under the Partnership’s Partnership Agreement, the General Partner has irrevocably delegated to the
Partnership’s board of directors the power to oversee and direct the operations of, manage and determine the strategies and policies of the Partnership. During the
period from the IPO in April 2013 until the time of the Partnership’s first AGM on June 25, 2013, the General Partner retained the sole power to appoint, remove
and replace all members of the Partnership’s board of directors. From the date of the Partnership’s first annual meeting of common unitholders, four of the seven
board members became electable by the common unitholders and accordingly, from this date, KNOT, as the owner of the General Partner, no longer retains the
power to control the Partnership’s board of directors and, hence, the Partnership. As a result, the Partnership is no longer considered to be under common control
with KNOT and as a consequence, the Partnership has not accounted for any acquisitions from KNOT after June 25, 2013 as a transfer of equity interests between
entities under common control.
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Business combinations are accounted for under the acquisition method. On acquisition, the identifiable assets, liabilities and contingent liabilities are
measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognized
as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. bargain purchase) is credited to the statement
of operations in the period of acquisition. The consideration transferred for an acquisition is measured at fair value of the consideration given. Acquisition related
costs are expensed as incurred. The results of operations of the acquired businesses are included in the consolidated results as of the date of the applicable
acquisition.
(b)
Reporting
Currency
The consolidated and combined carve-out financial statements are prepared in the reporting currency of U.S. Dollars. The functional currency of the vessel-
owning Partnership subsidiaries is the U.S. Dollar, because the subsidiaries operate in the international shipping market, in which all revenues are U.S. Dollar-
denominated and the majority of expenditures are made in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars
using the exchange rates in effect at the time of the transactions. As of the balance sheet dates, monetary assets and liabilities that are denominated in currencies
other than the U.S. Dollar are translated to reflect the year-end exchange rates. Resulting gains or losses are reflected separately in the accompanying consolidated
and combined carve-out statements of operations.
(c)
Use
of
Estimates
The preparation of consolidated and combined carve-out financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant items subject to such
estimates and assumptions include the useful lives and impairment of Vessels, drydocking, the estimates of future cash flows and use of discount rate and
impairment of Goodwill, the valuation of derivatives and income taxes.
(d)
Revenues
and
Operating
Expenses
The Partnership recognizes revenues from time charters and bareboat charters as operating leases on a straight-line basis over the term of the charter, net of
any commissions. Under time charters, revenue is not recognized during days the Vessel is off-hire. Revenue is recognized from delivery of the Vessel to the
charterer, until the end of the contract period. Under time charters, the Partnership is responsible for providing the crewing and other services related to the Vessel’s
operations, the cost of which is included in the daily hire rate, except when off-hire. Fees received from customers for customized equipment are deferred and
recognized over the contract period. Under bareboat charters, the Partnership provides a specified Vessel for a fixed period of time at a specified day rate. The
Partnership recognizes revenues from spot contracts as voyage revenues using the percentage of completion method on a discharge-to-discharge basis.
Voyage expenses are all expenses unique to a particular voyage, including bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls
and agency fees. Voyage expenses are paid by the customer under time charter and bareboat charters. Voyage expenses are paid by the Partnership for spot
contracts and during periods of off-hire and are recognized when incurred.
Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses. Vessel operating expenses are
paid by the Partnership for time charters, spot contracts and during off-hire and are recognized when incurred.
As further discussed in Note 18—Related Party Transactions, related parties have provided the management services for the Vessels and employ the crews
that work on the Vessels. The Partnership has no direct employees and, accordingly, is not liable for any pension or post-retirement benefits.
(e)
Financial
Income
(Expense)
Interest expense incurred on the Partnership’s debt incurred during the construction of the Vessels exceeding one year are capitalized during the construction
period.
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Other finance expense includes external bank fees, financing service fees paid to related parties and guarantee commissions paid to external and related
parties in connection with the Partnership’s debt and other bank services.
(f)
Cash
and
Cash
Equivalents
The Partnership considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
(g)
Restricted
Cash
Restricted cash consists of bank deposits, which may only be used to settle principal payments under the Partnership’s Vessel financing agreements.
(h)
Trade
Accounts
Receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. Under terms of the current time charters and bareboat charters, the
customers are committed to pay for the full month’s charter the first day of each month. See Note 2(r)—Prepaid Charter and Deferred Revenue. The allowance for
doubtful accounts is the Partnership’s best estimate of the amount of probable credit losses in existing accounts receivable. The Partnership establishes provisions
for doubtful accounts on a case-by-case basis when it is unlikely that required payments of specific amounts will occur. In establishing these provisions, the
Partnership considers the financial condition of the customer as well as specific circumstances related to the receivable. Receivable amounts determined to be
unrecoverable are written-off. There were no allowances for doubtful accounts or amounts written off against the allowance for doubtful accounts as of
December 31, 2015 and 2014. The Partnership does not have any off-balance-sheet credit exposure related to its customers.
(i)
Inventories
Inventories, which are comprised principally of lubricating oils, are stated at the lower of cost or market. For vessels on time charters or bareboat charters,
there are no bunkers, as the charterer supplies the bunkers, which principally consist of fuel oil. Cost is determined using the first-in, first-out method for all
inventories.
(j)
Other
Current
Assets
Other current assets principally consist of prepaid expenses, the current portion of deferred cost and other receivables.
(k)
Vessels
and
Equipment
Vessels and equipment are stated at the historical acquisition or construction cost, including capitalized interest, supervision and technical and delivery cost,
net of accumulated depreciation and impairment loss, if any. Expenditures for subsequent conversions and major improvements are capitalized, provided that such
costs increase the earnings capacity or improve the efficiency or safety of the vessels.
Generally, the Partnership drydocks each vessel every 60 months until the vessel is 15 years old and every 30 months thereafter, as required for the renewal
of certifications issued by classification societies. For vessels operating on time charters, the Partnership capitalizes the costs directly associated with the
classification and regulatory requirements for inspection of the vessels, major repairs and improvements incurred during drydocking. Drydock cost is depreciated
on a straight-line basis over the period until the next planned drydocking takes place. The Partnership expenses costs related to routine repairs and maintenance
performed during drydocking or as otherwise incurred. For vessels that are newly built or acquired, an element of the cost of the vessel is initially allocated to a
drydock component and depreciated on a straight-line basis over the period until the next planned drydocking. When significant drydocking expenditures occur
prior to the expiration of this period, the Partnership expenses the remaining balance of the original drydocking cost in the month of the subsequent drydocking. For
vessels operating on bareboat charters, the charterparty bears the cost of any drydocking.
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Depreciation on vessels and equipment is calculated on a straight-line basis over the asset’s estimated useful life, less an estimated residual value, as follows:
Hull
Anchor-handling, loading and unloading equipment
Main/auxiliary engine
Thruster, dynamic positioning systems, cranes and other equipment
Drydock costs
Useful Life
25 years
25 years
25 years
25 years
2.5–5 years
A Vessel is depreciated to its estimated residual value, which is calculated based on the weight of the ship and estimated steel price. Any cost related to the
disposal is deducted from the residual value.
(l)
Capitalized
Interest
Interest expense incurred on the Partnership’s debt during the construction of the Vessels exceeding one year is capitalized during the construction period.
(m)
Impairment
of
Long-Lived
Assets
Vessels and equipment, vessels under construction and intangible assets subject to amortization are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for
possible impairment, the Partnership first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the
carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying
value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-
party independent appraisals, as considered necessary.
(n)
Goodwill
and
Intangibles
The Partnership allocates the cost of acquired companies to the identifiable tangible and intangible assets and liabilities acquired, with the remaining amount
being classified as goodwill. Goodwill is not amortized but is reviewed for impairment annually or more frequently if impairment indicators are identified.
The Partnership tests goodwill for impairment using a two-step analysis, with the option of performing a qualitative assessment before performing the first
step of the two-step analysis, whereby the carrying value of the reporting unit is compared to its fair value in the first step. If the carrying value of the reporting unit
is greater than its fair value, the second step is performed, where the implied fair value of goodwill is compared to its carrying value. An impairment charge is
recognized for the amount by which the carrying amount of goodwill exceeds its fair value. The fair value is estimated using the net present value of discounted
cash flows of the reporting unit. The Partnership has only one reporting unit.
Other intangible assets represent contractual rights for charters obtained in connection with a step acquisition that had favorable contractual terms relative to
market as of the acquisition date. Contractual rights for charters obtained in connection with a step acquisition that had unfavorable contractual terms are classified
as contract liabilities in the consolidated and combined carve-out balance sheets. The favorable and unfavorable contract rights are amortized to revenues over the
period of the contract.
(o)
Debt
Issuance
Costs
Debt issuance costs, including fees, commissions and legal expenses, are deferred. Debt issuance costs of term loans are amortized over the term of the
relevant loan. Amortization of debt issuance costs is included in interest expense.
(p)
Derivative
Instruments
The Partnership uses derivatives to reduce market risks associated with its operations. The Partnership uses interest rate swaps for the management of interest
risk exposure. The interest rate swaps effectively convert a portion of the Partnership’s debt from a floating to a fixed rate over the life of the transactions without
an exchange of underlying principal.
The Partnership seeks to reduce its exposure to fluctuations in foreign exchange rates through the use of foreign currency forward contracts.
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All derivative instruments are initially recorded at fair value as either assets or liabilities in the accompanying consolidated and combined carve-out balance
sheets and subsequently measured to fair value. The Partnership does not apply hedge accounting to its derivative instruments. Changes in the fair value of the
derivative instruments are recognized in earnings. Gains and losses from the interest rate swap contracts of the Partnership related to long-term mortgage debt and
foreign exchange forward contracts are recorded in realized and unrealized gain (loss) on derivative instruments in the consolidated and combined carve-out
statements of operations. Cash flows related to interest rate swap contracts are presented as cash flows provided by operating activities. Cash flows related to
foreign exchange forward contracts entered into to economically hedge operating expenses in currencies other than U.S. Dollars are presented as cash flows
provided by operating activities in the consolidated and combined carve-out statements of cash flows, while cash flows related to foreign exchange forward
contracts entered into to hedge contractual obligations to pay the shipyard in currencies other than functional currency of U.S. Dollars are presented as cash flows
used in investing activities in the consolidated and combined carve-out statements of cash flows.
(q)
Income
Taxes
Historically, part of the Partnership’s activities were subject to ordinary taxation and taxes were paid on taxable income (including operating income and net
financial income and expense), while part of the activities were subject to the Norwegian Tonnage Tax regime (the “tonnage tax regime”). Under the tonnage tax
regime, the tax is based on the tonnage of the vessel, and operating income is tax free. The net financial income and expense remains taxable as ordinary income
tax for entities subject to the tonnage tax regime. Income taxes arising from the part of activities subject to ordinary taxation are included in income tax expense in
the consolidated and combined carve-out statements of operations. For the portion of activities subject to the tonnage tax regime, tonnage taxes are classified as
vessel operating expenses while the current and deferred taxes arising on net financial income and expense are reflected as income tax expense in the consolidated
and combined carve-out statements of operations. The amounts of tonnage tax included in operating expenses for the years ended December 31, 2015, 2014 and
2013 were $132,000, $126,000 and $100,000, respectively.
The Partnership accounts for deferred income taxes using the liability method. Under the liability method, deferred tax assets and liabilities are recognized
for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of the Partnership’s assets and liabilities using
enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. A valuation
allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized.
Recognition of uncertain tax positions is dependent upon whether it is more-likely-than-not that a tax position taken or expected to be taken in a tax return
will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. If a tax position
meets the more-likely-than-not recognition threshold, it is measured to determine the amount of benefit to recognize in the financial statements based on U.S.
GAAP guidance. The Partnership recognizes interest and penalties related to uncertain tax positions in income tax expense.
(r)
Prepaid
Charter
and
Deferred
Revenue
Under terms of the time charters and bareboat charters, the customer pays for the month’s charter the first day of each month that is recorded as prepaid
charter revenues. Deferred revenues for fees received from customers for customized equipment are classified as prepaid charter and deferred revenue for the
current portion and as other long-term liabilities for the non-current portion.
(s)
Commitments,
Contingencies
and
Insurance
Proceeds
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a
liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. See
Note 19—Commitments and Contingencies.
Insurance claims for property damage for recoveries up to the amount of loss recognized are recorded when the claims submitted to insurance carriers are
probable of recovery. Claims for property damage in excess of the loss recognized and for loss off-hire are considered gain contingencies, which are generally
recognized when the proceeds are received.
(t)
Fair
Value
Measurements
The Partnership utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.
The Partnership determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous
market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and
unobservable inputs, which are categorized in one of the following levels:
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•
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
•
•
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially
the full term of the asset or liability.
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing
for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
(u)
Accounting
Pronouncement
Not
Yet
Adopted
New
Accounting
Standards
not
yet
adopted
In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) issued a comprehensive revenue
recognition standard that will supersede virtually all of the existing revenue recognition guidance. The standard is intended to increase comparability across
industries and jurisdictions. The single, global revenue recognition model applies to most contacts with customers. Leases, insurance contracts, financial
instruments, guarantees and certain non-monetary transactions are excluded from the scope of the guidance. Revenue will be recognized in a manner that depicts
the transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled, subject to certain limitations.
The FASB deferred by one year the effective date of its new revenue recognition standard for public and nonpublic entities reporting under U.S. GAAP. The new
revenue recognition standard will be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting
periods within that reporting period. Public entities will be permitted to adopt the standard as early as the original public entity effective date (i.e., annual reporting
periods beginning after December 15, 2016 and interim periods therein). Early adoption prior to that date is not permitted. The Partnership is assessing what
impact, if any, the adoption of the guidance will have on its financial position, results of operations and cash flows.
In August 2014, FASB issued Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosures of Uncertainties about an Entity’s
Ability to Continue as a Going Concern (Accounting Standards Update (ASU) 2014-15). ASU 2014-15 provides guidance in GAAP about management’s
responsibility to evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one
year after the financial statements are issued (or available to be issued when applicable) and, if so, disclose that fact. Management will be required to make this
evaluation for both annual and interim reporting periods, if applicable. Management also is required to evaluate and disclose whether its plans alleviate that doubt.
The standard is effective for annual periods after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption
is permitted. The Partnership is evaluating the effect of adopting this new accounting guidance. The Partnership does not expect the adoption of this standard to
have a material impact on the consolidated and combined financial statements.
In April 2015, FASB issued Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires
that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability
rather than as an asset. This will make the presentation of debt issuance costs consistent with the presentation of debt discounts or premiums. The guidance also
addresses the long-standing conflict with the conceptual framework and improves consistency with International Financial Reporting Standards (IFRS).The
recognition and measurement guidance for debt issuance costs is not affected. The standard does not address the presentation of costs that does not have an
associated liability. The guidance is effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The Partnership has
not yet adopted ASU 2015-03. The adoption of the new standard will have an impact on the Partnership’s balance sheets and reduce total assets and total liabilities
and will be applied retrospectively.
In June 2015, FASB issued Technical Corrections and Improvements (ASU 2015-10) to correct differences between original guidance and the ASC, clarify
the guidance, correct references and make minor improvements affecting a variety of topics. While most of the amendments are not expected to have a significant
effect on practice, some of them could change practice for some entities. Amendments that the FSAB deemed more substantive are effective for fiscal years, and
interim periods within those fiscal years, beginning after December 15, 2015. The other amendments are effective immediately. The Partnership is assessing what
impact, if any, this guidance will have on its consolidated and combined financial position, results of operations and cash flows.
In August 2015, FASB issued ASU 2015-15 to incorporate into the Accounting Standards Codification (ASC) an SEC staff announcement that the SEC staff
will not object to an entity presenting the cost of securing a revolving line of credit as a deferred asset, regardless of whether a balance is outstanding. The
announcement came in response to questions that arose after the FASB
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issued ASU 2015-03 Interest – Imputation of interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs. The standard, as issued, did not
address revolving lines of credit, which may not have outstanding balances. An entity that repeatedly draws on a revolving credit facility and then repays the
balance could present the cost as a deferred asset and reclassify all or a portion of it as a direct deduction from the liability whenever a balance is outstanding.
However, the SEC staff’s announcement provides a less cumbersome alternative. Either way, the cost should be amortized over the term of the arrangement. The
guidance is effective upon announcement by the SEC staff on June 18, 2015. The Partnership is assessing what impact, if any, the adoption of this guidance will
have its financial position and it may have an impact on the balance sheets depending on whether the Partnership withdraws and use it revolving line of credit.
In November 2015, FASB issued guidance on Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes (ASU 2015-17). Companies are
required to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amount.
Also, companies will no longer allocate valuation allowances between current and noncurrent deferred tax assets because those allowances also will be classified as
noncurrent. The FASB staff is performing additional research on companion proposal requiring companies to immediately recognize income tax expenses or
benefits on intercompany transactions. Since early adoption of the guidance is permitted, companies can start applying it in interim and annual financial statements
that have not yet been issued. For public business entities the guidance is effective for financial statements issued for annual periods beginning after December 15,
2016, and interim periods within those annual periods. For all other entities, the guidance is effective for financial statements issued for annual periods beginning
after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Companies can adopt the guidance either prospectively or
retrospectively. The Partnership is assessing what impact, if any, this guidance will have on its consolidated and combined financial position.
There are no other recent accounting pronouncements issued whose adoption would have a material impact on the Partnership’s combined consolidated and
combined carve-out financial statements in the current year or are expected to have a material impact on future years.
3) Formation Transactions and Initial Public Offering
During April 2013, the following transactions occurred in connection with the transfer of the interests in KNOT Shuttle Tankers AS and the subsequent IPO:
Capital Contribution
(i)
KNOT contributed to the Partnership’s subsidiary KNOT UK its 100% interest in KNOT Shuttle Tankers AS, which directly or indirectly owned
(1) Knutsen Shuttle Tankers XII KS, the owner of the Recife Knutsen and the Fortaleza Knutsen , (2) Knutsen Shuttle Tankers XII AS, the general
partner of Knutsen Shuttle Tankers XII KS, and (3) the Windsor Knutsen and the Bodil Knutsen and all of their related charters, inventory and long-
term debt. This has been accounted for as a capital contribution by KNOT to the Partnership. However, for the purpose of the historical combined
carve-out financial statements, the net assets of the Vessels are included in the combined carve-out balance sheet as of December 31, 2012.
Recapitalization of the Partnership
(ii)
The Partnership issued to KNOT 8,567,500 subordinated units, representing a 49.0% limited partner interest in the Partnership, and 100% of the IDRs,
which will entitle KNOT to increasing percentages of the cash the Partnership distributes in excess of $0.43125 per unit per quarter.
(iii) The Partnership issued 349,694 general partner units to the General Partner, KNOT Offshore Partners GP LLC, a wholly owned subsidiary of KNOT,
representing a 2.0% general partner interest in the Partnership.
Initial Public Offering
(iv)
In connection with the IPO, the Partnership issued and sold to the public, through the underwriters, 8,567,500 common units (including 1,117,500
common units sold pursuant to the full exercise of the underwriters’ option to purchase additional units), representing a 49.0% limited partner interest
in the Partnership. The price per common unit in the IPO was $21.00. The Partnership received gross proceeds of approximately $179.9 million in
connection with the IPO. Expenses relating to the IPO, including, among other things, incremental costs directly attributable to the IPO, were deferred
and charged against the gross proceeds of the IPO, whereas other costs have been expensed as incurred. The net proceeds of the IPO (approximately
$160.7 million, after deducting underwriting discounts, commissions and structuring fees and offering expenses payable by the Partnership) have been
used by the Partnership to make a cash distribution to
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KNOT of approximately $21.95 million (which equals net proceeds from the underwriters’ option exercised in full after deducting the underwriting
discounts and commissions), to repay approximately $118.9 million of outstanding debt and pre-fund approximately $3.0 million of the Partnership’s
one-time entrance tax into the Norwegian tonnage tax regime. The reminder of the net proceeds was made available for general partnership purposes.
Agreements
In connection with the IPO, at or prior to the closing of the IPO, the Partnership entered into several agreements, including:
•
An Administrative Services Agreement with KNOT UK, pursuant to which:
•
•
KNOT UK agreed to provide to the Partnership administrative services; and
KNOT UK is permitted to subcontract certain of the administrative services provided under the administrative services agreement to Knutsen OAS
(UK) Ltd. (“KOAS UK”) and Knutsen OAS Shipping AS (“KOAS”), both wholly owned subsidiaries of TS Shipping Invest AS (“TSSI”);
•
Amended Technical Management Agreements with KNOT Management AS (“KNOT Management”), a wholly owned subsidiary of KNOT, that govern the
crew, technical and commercial management of the vessels in the fleet;
•
A Contribution and Sale Agreement with KNOT. See Note 2(a)—Summary of Significant Accounting Policies—Basis of Preparation;
•
Amendments to certain of the Partnership’s existing vessel financing agreements to permit the transactions pursuant to which the Partnership acquired its
initial fleet in connection with the IPO and to include a $20.0 million revolving credit facility; and
•
An Omnibus Agreement with KNOT, the General Partner and the other parties thereto governing, among other things:
•
•
•
•
•
To what extent the Partnership and KNOT may compete with each other;
The Partnership’s option to purchase the Carmen Knutsen within 24 months after the closing of the IPO, any of the Hilda Knutsen , the Torill Knutsen
, the Ingrid Knutsen and the Raquel Knutsen from KNOT within 24 months after KNOT notifies the Partnership’s board of directors of their respective
acceptances by their charterers upon reaching an agreement with KNOT regarding the respective purchase prices;
Certain rights of first offer on shuttle tankers operating under charters of five or more years;
The provision of certain indemnities to the Partnership by KNOT; and
KNOT’s guarantee of the payment of the hire rate under the existing Bodil Knutsen and Windsor Knutsen charters for a period of five years following
the closing date of the IPO.
4) Subsidiaries
The following table lists the Partnership’s subsidiaries and their purpose as of December 31, 2015.
Company Name
KNOT Offshore Partners UK LLC
KNOT Shuttle Tankers AS
KNOT Shuttle Tankers 12 AS
KNOT Shuttle Tankers 17 AS
KNOT Shuttle Tankers 18 AS
Knutsen Shuttle Tankers 13 AS
Knutsen Shuttle Tankers XII KS
Knutsen Shuttle Tankers XII AS
Knutsen Shuttle Tankers 14 AS
Knutsen Shuttle Tankers 15 AS
KNOT Shuttle Tankers 20 AS
KNOT Shuttle Tankers 21 AS
Knutsen NYK Shuttle Tankers 16 AS
Jurisdiction of Formation
Purpose
Marshall Islands
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
F-18
Holding company
Holding company
Majority owner of Knutsen Shuttle Tankers XII KS
Owner of the Bodil Knutsen
Owner of the Windsor Knutsen
Owner of the Carmen Knutsen
Owner of the Fortaleza Knutsen and the Recife Knutsen
General partner of Knutsen Shuttle Tanker XII KS
Owner of the Hilda Knutsen
Owner of the Torill Knutsen
Owner of the Dan Cisne
Owner of the Dan Sabia
Owner of the Ingrid Knutsen
Table of Contents
5) Significant Risks and Uncertainties Including Business and Credit Concentrations
Each of the Vessels is employed under long-term fixed rate charters, which mitigates earnings risk. The Partnership’s operational results are dependent on
the worldwide market for shuttle tankers and timing of entrance into long-term charters. Market conditions for shipping activities are typically volatile, and, as a
consequence, the hire rates may vary from year to year. The market is mainly dependent upon two factors: the supply of vessels and the overall growth in the world
economy. The general supply of vessels is impacted by the combination of newbuilds, demolition activity of older vessels and legislation that limits the use of older
vessels or new standards for vessels used in specific trades.
As of December 31, 2015, all of the Partnership’s Vessel crews, which are employed through Knutsen OAS Shipping AS, were represented by collective
bargaining agreements that are renegotiated annually, or bi-annually.
The Partnership did not incur any loss relating to its customers during the years ended December 31, 2015, 2014 and 2013.
The following table presents revenues and percentage of combined revenues for customers that accounted for more than 10% of the Partnership’s combined
revenues during the years ended December 31, 2015, 2014 and 2013. All of these customers are subsidiaries of major international oil companies, except KNOT,
which was chartering the Windsor Knutsen from July 2014 until the vessel was redelivered to BG Group in October 2015.
(U.S. Dollars in thousands)
Fronape International Company, a subsidiary of Petrobras Transporte S.A.
Eni Trading and Shipping S.p.A.
Statoil ASA
Repsol Sinopec Brasil, S.A., a subsidiary of Repsol Sinopec Brasil, B.V.
Brazil Shipping I Limited, a subsidiary of BG Group Plc
KNOT
2015
$40,618
46,806
23,203
19,789
4,466
$16,231
Year Ended December 31,
2014
26% $25,666
23,512
30%
22,263
15%
20,338
13%
3%
12,124
11% $ 8,880
2013
23% $22,860
—
21%
20%
21,563
8,417
18%
11% $20,311
—
8%
31%
—
29%
12%
28%
—
The Partnership has financial assets that expose it to credit risk arising from possible default by a counterparty. The Partnership considers its counterparties
to be creditworthy financial institutions and does not expect any significant loss to result from non-performance by such counterparties. The maximum loss due to
credit risk that the Partnership would incur if counterparties failed completely to perform would be the carrying value of cash and cash equivalents, restricted cash
and trade accounts receivable. The Partnership, in the normal course of business, does not demand collateral from its counterparties.
6) Operating Leases
The time charters and bareboat charters of the Vessels with third parties are accounted for as operating leases. The minimum contractual future revenues to
be received from time charters and bareboat charters as of December 31, 2015, were as follows:
(U.S. Dollars in thousands)
2016
2017
2018
2019
2020
2021 and thereafter
Total
$166,669
167,148
124,753
80,004
80,745
209,634
$828,953
The minimum contractual future revenues should not be construed to reflect total charter hire revenues for any of the years. Minimum contractual future
revenues are calculated based on certain assumptions such as operating days per year. In addition, minimum contractual future revenues presented in the table
above have not been reduced by estimated off-hire time for periodic maintenance. The amounts may vary given unscheduled future events such as vessel
maintenance.
Partnership’s fleet as of December 31, 2015 consisted of:
•
the Fortaleza Knutsen , a shuttle tanker built in 2011 that is currently operating under a bareboat charter that expires in March 2023 with Fronape
International Company, a subsidiary of Petrobras Transporte S.A. (“Transpetro”);
F-19
Table of Contents
•
•
•
•
•
•
•
•
•
the Recife Knutsen , a shuttle tanker built in 2011 that is currently operating under a bareboat charter that expires in August 2023 with Fronape International
Company;
the Bodil Knutsen , a shuttle tanker built in 2011 that is currently operating under a time charter that expires in May 2017 with Statoil ASA (“Statoil”), with
options to extend until May 2019;
the Windsor Knutsen , a conventional oil tanker built in 2007 and retrofitted to a shuttle tanker in 2011. The vessel operated under a time charter with Brazil
Shipping I Limited, a subsidiary of BG Group Plc, until July 2014. From July 2014 until October 2015, the vessel was employed under a time charter with
KNOT. Beginning in October 2015, the vessel commenced operations under a two year time charter with Brazil Shipping I Limited, a subsidiary of BG
Group Plc, with options to extend until 2023;
the Carmen Knutsen , a shuttle tanker built in 2013 that is currently operating under a time charter that expires in January 2023, with Repsol Sinopec Brasil,
S.A, a subsidiary of Repsol Sinopec Brasil, B.V. (“Repsol”), with options to extend until January 2026;
the Hilda Knutsen , a shuttle tanker built in 2013 that is currently operating under a time charter that expires in August 2018 with Eni Trading and Shipping
S.p.A. (“ENI”), with options to extend until August 2023;
the Torill Knutsen , a shuttle tanker built in 2013 that is currently operating under a time charter that expires in November 2018 with ENI, with options to
extend until November 2023;
the Dan Cisne , a shuttle tanker built in 2011 that is currently operating under a bareboat charter that expires in September 2023 with Fronape International
Company;
the Dan Sabia , a shuttle tanker built in 2012 that is currently operating under a bareboat charter that expires in January 2024 with Fronape International
Company; and
the Ingrid Knutsen , a shuttle tanker built in 2013 that is currently operating under a time charter that expires in February 2024 with Standard Marine
Tønsberg, a subsidiary of ExxonMobil, with options to extend until February 2029.
7) Segment Information
The Partnership has not presented segment information as it considers its operations to occur in one reportable segment, the shuttle tanker market. At
December 31, 2015, the Partnership’s fleet operated under six time charters and four bareboat charters. At December 31, 2014, the Partnership’s fleet operated
under five time charters and three bareboat charters, and during 2013 the Partnership’s fleet operated under three time charters and two bareboat charters. See Note
5—Significant Risks and Uncertainties Including Business and Credit Concentrations for revenues from customers accounting for over 10 % of the Partnership’s
consolidated and combined revenue. In both time charters and bareboat charters, the charterer, not the Partnership, controls the choice of which trading areas the
Vessels will serve. Accordingly, the Partnership’s management, including the chief operating decision makers, does not evaluate performance according to
geographical region.
8) Goodwill Impairment Charge
During the three months ended June 30, 2015, the Partnership concluded that indicators of impairment were present due to a significant reduction in the price
of the Partnership’s common units during the quarter. Consequently, the Partnership performed an interim vessel and goodwill impairment analysis as of June 30,
2015 on its fleet, concluding that there was no impairment to the vessels’ values. However, the Partnership determined that the carrying value of the goodwill
exceeded its fair value. The impairment charge relates mainly to capitalized goodwill which arose in 2008 when the Partnership’s predecessor acquired the Windsor
Knutsen and three other vessels then under construction, in a transaction that was then accounted for as a step transaction. As a result, a goodwill impairment
charge of $6.2 million was recognized for the year ended December 31, 2015. The fair value was determined using the present value of the expected future cash
flows discounted at a rate equivalent to a market participant’s weighted average cost of capital. The estimates and assumptions regarding expected future cash
flows and appropriate discount rates are in part based upon existing contracts, future shuttle tanker rates, historical experience, financial forecasts and industry
trends and conditions. This non-cash impairment charge, which does not affect the Partnership’s operations, cash flows, liquidity, or any of its loan covenants,
reduced the Partnership’s remaining goodwill balance to zero as of June 30, 2015 and December 31, 2015.
9) Other Finance Expenses
(a)
Interest
Expense
A reconciliation of total interest cost to interest expense as reported in the consolidated and combined carve-out statements of operations for the years ended
December 31, 2015, 2014 and 2013 is as follows:
F-20
Table of Contents
(U.S. Dollars in thousands)
Interest cost capitalized
Interest expense
Total interest cost
(b)
Other
Finance
Expense
Year Ended December 31,
2015
$ —
17,451
$17,451
2014
$ —
15,271
$15,271
2013
$ —
10,773
$10,773
The following table presents the other finance expense for the years ended December 31, 2015, 2014 and 2013:
(U.S. Dollars in thousands)
Bank fees, charges and external guarantee costs
Related party guarantee commissions (Note 18)
Related party financing service fee (Note 18)
Total other finance expense
10) Derivative Instruments
Interest
Rate
Risk
Management
Year Ended December 31,
2014
$1,221
—
50
$1,271
2015
$504
—
—
$504
2013
$1,414
634
—
$2,048
The consolidated and combined carve-out financial statements include the results of interest rate swap contracts to manage the Partnership’s exposure related
to changes in interest rates on its variable rate debt instruments and the results of foreign exchange forward contracts to manage its exposure related to changes in
currency exchange rates on its operating expenses, mainly crew expenses, in other currency than USD and on its contract obligations. The Partnership does not
apply hedge accounting for derivative instruments. The Partnership does not speculate using derivative instruments.
By using derivative financial instruments to economically hedge exposures to changes in interest rates, the Partnership exposes itself to credit risk and
market risk. Derivative instruments that economically hedge exposures are used for risk management purposes, but these instruments are not designated as hedges
for accounting purposes. Credit risk is the failure of the counterparty to perform under the terms of the derivative instrument. When the fair value of a derivative
instrument is positive, the counterparty owes the Partnership, which creates credit risk for the Partnership. When the fair value of a derivative instrument is
negative, the Partnership owes the counterparty, and, therefore, the Partnership is not exposed to the counterparty’s credit risk in those circumstances. The
Partnership minimizes counterparty credit risk in derivative instruments by entering into transactions with major banking and financial institutions. The derivative
instruments entered into by the Partnership do not contain credit risk-related contingent features. The Partnership has not entered into master netting agreements
with the counterparties to its derivative financial instrument contracts.
Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates, currency exchange rates or commodity
prices. The market risk associated with interest rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk
that may be undertaken.
The Partnership assesses interest rate risk by monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by
evaluating economical hedging opportunities.
The Partnership has historically used variable interest rate mortgage debt to finance its vessel construction or conversions. The variable interest rate
mortgage debt obligations expose the Partnership to variability in interest payments due to changes in interest rates. The Partnership believes that it is prudent to
limit the variability of a portion of its interest payments. To meet this objective, the Partnership entered into London Interbank Offered Rate (“LIBOR”)-based
interest rate swap contracts to manage fluctuations in cash flows resulting from changes in the benchmark interest rate of LIBOR. These swaps change the variable
rate cash flow exposure on the mortgage debt obligations to fixed cash flows. Under the terms of the interest rate swap contracts, the Partnership receives LIBOR-
based variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed rate debt for the notional amount of its debt
hedged.
F-21
Table of Contents
All interest rate swap contracts entered into in conjunction with the individual vessel financings prior to the closing date of the IPO have been carved out, as
they were readily separable and identifiable within the books of KNOT. Additionally, all these interest rate swap contracts have been retained by KNOT and have
not been transferred to the Partnership. Therefore, such interest rate swap contracts have been eliminated from the Partnership’s opening equity position as of
April 16, 2013. See Consolidated and Combined Carve-Out Statements of Changes in Partners’ Capital/Owners’ Capital and Note 2(a)—Summary of Significant
Accounting Policies—Basis of Preparation.
As of December 31, 2015 and 2014, the total notional amount of the Partnership’s outstanding interest rate swap contracts that were entered into in order to
hedge outstanding or forecasted debt obligations were $410.0 million and $382.3 million, respectively. As of December 31, 2015 and 2014 the carrying amount of
the interest rate swaps contracts were net liabilities of $3.6 million and $1.7 million, respectively. See Note 11—Fair Value Measurements.
Changes in the fair value of interest rate swap contracts are reported in realized and unrealized gain (loss) on derivative instruments in the same period in
which the related interest affects earnings.
The Partnership and its subsidiaries utilize the U.S. Dollar as their functional and reporting currency, because all of their revenues and the majority of their
expenditures, including the majority of their investments in vessels and their financing transactions, are denominated in U.S. Dollars. The Partnership’s predecessor
also from time to time contracted vessels with contractual obligations to pay the yards in currencies other than the U.S. Dollar. Payment obligations in currencies
other than the U.S. Dollar, and in particular operating expenses in NOK, expose the Partnership to variability in currency exchange rates. The Partnership believes
that it is prudent to limit the variability of a portion of its currency exchange exposure. To meet this objective, the Partnership entered into foreign exchange
forward contracts to manage fluctuations in cash flows resulting from changes in the exchange rates towards the U.S. Dollar. The agreements change the variable
exchange rate to fixed exchange rates at agreed dates.
As of December 31, 2015 and 2014, the total contract amount in foreign currency of the Partnership’s outstanding foreign exchange forward contracts that
were entered into to economically hedge outstanding future payments in currencies other than the U.S. Dollar were NOK 289.8 million and NOK 127.9 million,
respectively. As of December 31, 2015 and 2014, the carrying amount of the Partnership’s foreign exchange forward contracts was a liability of $2.1 million and
$2.7 million, respectively. See Note 11—Fair Value Measurements.
The following table presents the realized and unrealized gains and losses that are recognized in earnings as net gain (loss) on derivative instruments for the years
ended December 31, 2015, 2014 and 2013:
(U.S. Dollars in thousands)
Realized gain (loss)
Interest rate swap contracts
Foreign exchange forward contracts
Unrealized gain (loss)
Interest rate swap contracts
Foreign exchange forward contracts
Total
11) Fair Value Measurements
(a)
Fair
Value
of
Financial
Instruments
Year Ended December 31
2015
2014
2013
$(4,957)
(4,348)
$(2,997)
500
$(1,265)
—
(1,088)
698
$(9,695)
(919)
(2,991)
$(6,407)
1,522
248
505
$
The following table presents the carrying amounts and estimated fair values of the Partnership’s financial instruments as of December 31, 2015 and 2014.
Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date.
(U.S. Dollars in thousands)
Financial assets:
Cash and cash equivalents
Non-current derivative assets:
Interest rate swap contracts
December 31, 2015
December 31, 2014
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
$ 23,573
$ 23,573
$ 30,746
$ 30,746
695
695
2,966
2,966
F-22
Table of Contents
(U.S. Dollars in thousands)
Financial liabilities:
Current derivative liabilities:
Interest rate swap contracts
Foreign exchange forward contract
Non-current derivative liabilities:
Interest rate swap contracts
Foreign exchange forward contract
Long-term debt, current and non-current
December 31, 2015
December 31, 2014
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
3,799
1,339
3,799
1,339
4,708
2,742
4,708
2,742
527
705
671,690
527
705
671,690
—
—
613,221
—
—
613,221
The carrying amounts shown in the table above are included in the consolidated and combined carve-out balance sheets under the indicated captions. The
carrying value of trade accounts receivable, trade accounts payable and receivables/payables to owners and affiliates approximate their fair value.
The fair values of the financial instruments shown in the above table as of December 31, 2015 and 2014 represent the amounts that would be received to sell
those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements
maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair
value measurement reflects the Partnership’s own judgment about the assumptions that market participants would use in pricing the asset or liability. Those
judgments are developed by the Partnership based on the best information available in the circumstances, including expected cash flows, appropriately risk-
adjusted discount rates and available observable and unobservable inputs.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
•
•
•
Cash and cash equivalents and restricted cash : The fair value of the Partnership’s cash balances approximates the carrying amounts due to the current nature
of the amounts.
Foreign exchange forward contracts: The fair value is calculated using mid-rates (excluding margins) as determined by counterparties based on available
market rates as of the balance sheet date. The fair value is discounted from the value at expiration to the current value of the contracts.
Interest rate swap contracts : The fair value of interest rate swap contracts is determined using an income approach using the following significant inputs:
(1) the term of the swap contract (weighted average of 4.2 years and 4.5 years, respectively), (2) the notional amount of the swap contract (ranging from
$13,861 to $50,000), discount rates interpolated based on relevant LIBOR swap curves; and (3) the rate on the fixed leg of the swap contract (rates ranging
from 1.25% to 2.42% for the contracts as of December 31, 2015 and as of December 31, 2014).
•
Long-term debt : With respect to long-term debt measurements, the Partnership uses market interest rates and adjusts that rate for all necessary risks,
including its own credit risk. In determining an appropriate spread to reflect its credit standing, the Partnership considered interest rates currently offered to
the KNOT Group for similar debt instruments of comparable maturities by KNOT’s and the Partnership’s bankers as well as other banks that regularly
compete to provide financing to the Partnership. As all long-term debt has been recently refinanced, the fair value is based on the margin obtained in the
refinancing and therefore the fair value equals the carrying value as of December 31, 2015.
(b)
Fair
Value
Hierarchy
The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (including
items that are required to be measured at fair value or for which fair value is required to be disclosed) as of December 31, 2015 and 2014:
F-23
Table of Contents
(U.S. Dollars in thousands)
Financial assets:
Cash and cash equivalents
Non-current derivative assets:
Interest rate swap contracts
Financial liabilities:
Current derivative liabilities:
Interest rate swap contracts
Foreign exchange forward contracts
Non-current derivative liabilities:
Interest rate swap contracts
Foreign exchange forward contract
Long-term debt, current and non-current
(U.S. Dollars in thousands)
Financial assets:
Cash and cash equivalents
Restricted cash
Current derivative asset:
Foreign exchange forward contracts
Non-current derivative assets:
Interest rate swap contracts
Financial liabilities:
Current derivative liabilities:
Interest rate swap contracts
Foreign exchange forward contracts
Non-current derivative liabilities:
Interest rate swap contracts
Foreign exchange forward contracts
Long-term debt, current and non-current
Fair Value Measurements at
Reporting Date Using
Quoted Price
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
December 31,
2015
$
23,573
$
23,573
$
—
$
—
695
—
695
3,799
1,339
527
705
671,690
—
—
3,799
1,339
527
705
671,690
—
—
—
—
—
Fair Value Measurements at
Reporting Date Using
Quoted Price
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
December 31,
2014
$
30,746
—
$
30,746
—
$
—
2,966
4,708
2,742
—
—
613,221
—
—
—
—
—
—
—
$
—
—
—
2,966
4,708
2,742
—
—
613,221
—
—
—
—
—
—
—
—
—
The Partnership’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances
that caused the transfer. There were no transfers into or out of Level 1, Level 2 or Level 3 as of December 31, 2015 and 2014.
12) Trade Accounts Receivables and Other Current Assets
(a)
Trade
Accounts
Receivables
Trade accounts receivable are presented net of provisions for doubtful accounts. As of December 31, 2015 and 2014, there was no provision for doubtful
accounts.
F-24
Table of Contents
(b)
Other
Current
Assets
Other current assets consist of the following:
(U.S. Dollars in thousands)
Insurance claims for recoveries
Refund of value added tax
Prepaid expenses
Current portion of deferred debt issuance cost
Other receivable
Total other current assets
F-25
Year Ended December 31,
2015
2014
—
596
707
1,149
497
2,949
$
189
453
464
1,149
1,703
3,958
$
Table of Contents
13) Vessels and Equipment
(U.S. Dollars in thousands)
Balance December 31, 2013
Additions
Drydock costs
Transfer from vessels under construction
Disposals
Depreciation
Balance December 31, 2014
Additions
Drydock costs
Transfer from vessels under construction
Disposal
Depreciation
Balance December 31, 2015
Vessel &
equipment
$ 692,926
434,232
4,277
—
(114)
—
$1,131,321
218,540
1,625
—
(267)
—
$1,351,219
Accumulated
depreciation
(75,141)
$
—
—
—
—
(34,322)
$ (109,464)
—
—
—
16
(48,844)
$ (158,292)
Net vessels
$ 617,785
434,232
4,277
—
(114)
(34,322)
$1,021,857
218,540
1,625
—
(251)
(48,844)
$1,192,927
As of December 31, 2015 and 2014, Vessels with a book value of $1,193 million and $1,022 million, respectively, are pledged as security held as a guarantee
for the Partnership’s long-term debt. See Note 16—Long-Term Debt.
Drydocking activity for the years ended December 31, 2015 and 2014 is summarized as follows:
(U.S. Dollars in thousands)
Balance at the beginning of the year
Costs incurred for drydocking
Costs allocated to drydocking as part of acquisition of business
Drydock depreciation
Balance at the end of the year
F-26
Year Ended
December 31,
2015
$ 5,874
362
1,263
(2,232)
$ 5,267
2014
$ 3,369
69
4,208
(1,772)
$ 5,874
Table of Contents
14) Intangible Assets and Contract Liabilities
The Partnership’s identified finite-lived intangible assets associated with contractual rights for a charter of a Vessel obtained in connection with a step
acquisition in 2008 that had favorable contractual terms relative to market as of the acquisition date. The finite-lived intangible assets of $533 were fully amortized
as of December 31, 2010. In addition, as part of that transaction, unfavorable contractual rights for charters of two of the Vessels that had unfavorable contractual
terms were identified. The unfavorable contract rights are amortized over the period of the contract to time charter and bareboat revenues as follows:
(U.S. Dollars in thousands)
Contract liabilities:
Unfavorable contract rights
Total amortization income
Balance as of
December 31,
2013
$
(14,311)
Amortization
for the year
ended
December 31,
2014
$
$
1,518
1,518
Balance as of
December 31,
2014
$
(12,793)
Amortization
for the year
ended
December 31,
2015
$
$
1,518
1,518
Balance as of
December 31,
2015
$
(11,275)
Accumulated amortization for contract liabilities was $6,940 and $5,422 as of December 31, 2015 and 2014, respectively.
The amortization of contract liabilities that is classified under time charter and bareboat revenues for the next five years is expected to be as follows:
(U.S. Dollars in thousands)
Contract liabilities:
Unfavorable contract rights
15) Accrued Expenses
The following table presents accrued expenses as of December 31, 2015 and 2014:
2016
2017
2018
2019
2020 and
thereafter
$(1,518) $(1,518) $(1,518) $(1,518) $ (5,203)
(U.S. Dollars in thousands)
Operating expenses
Interest expenses
Other expenses
Total accrued expenses
16) Long-Term Debt
Year Ended December 31,
2015
2014
$
$
1,364
2,130
394
3,888
$
$
1,035
1,700
—
2,735
Prior to the closing of the IPO, existing vessel financing agreements were amended to permit the transactions pursuant to which the Partnership acquired its
initial fleet at the closing of the IPO and to establish a $20.0 million revolving credit facility.
The Partnership used the net proceeds from the IPO to repay either a portion of the amounts outstanding or the full amount outstanding under the existing
loan facilities. All amended loan agreements have been assessed for debt extinguishment or debt modifications in accordance with Accounting Standards
Codification (ASC) 470, Debt . Debt that has been fully repaid has been accounted for as debt extinguishment, i.e., for all extinguishments of debt, the difference
between the reacquisition price (which includes any premium) and the net carrying amount of the debt being extinguished (which includes any deferred debt
issuance costs) has been recognized as a gain or loss when the debt was extinguished.
In June 2014, the Partnership entered into two new senior secured credit facilities in order to refinance its existing long term bank debt. The new senior
secured credit facilities consist of a $20 million revolving credit facility and two term loans of $220 million and $140 million. The $220 million term loan and the
$20 million revolving facility were drawn in June 2014 to repay existing debt under a $120 million loan facility, a $85 million loan facility and a $93 million loan
facility secured by the Bodil Knutsen , the Windsor Knutsen and the Carmen Knutsen , respectively, and a seller’s credit from KNOT. The new $140 million term
loan was drawn in November 2014 and replaced the $160 million loan facility secured by the Fortaleza Knutsen and the Recife Knutsen . The repayments of the
loan facilities in 2014 have been assessed for debt extinguishment or debt modifications in accordance with Accounting Standards Codification (ASC) 470, Debt .
These repayments were accounted for as debt extinguishment and $1.8 million has been written off from deferred financing fees and expenses under interest
expense for the year ended December 31, 2014.
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Long-term debt as of December 31, 2015 and 2014, consisted of following:
(U.S. Dollars in thousands)
$220 million loan facility
$20 million revolving credit facility
$140 million loan facility
$117 million loan facility
$117 million loan facility
$172.5 million loan facility
$77.5 million loan facility
$12.0 million Seller’s Credit
Total long-term debt
Less current installments
Less $12.0 million Seller’s Credit
Long-term debt, excluding current installments and
seller’s credit
Vessel
Windsor Knutsen, Bodil Knutsen,
Carmen Knutsen
Windsor Knutsen, Bodil Knutsen,
Carmen Knutsen
Fortaleza Knutsen & Recife Knutse n
Hilda Knutsen
Torill Knutsen
Dan Cisne & Dan Sabia
Ingrid Knutsen
The Partnership’s outstanding debt of $671.7 million as of December 31, 2015 is repayable as follows:
Year Ending December 31,
2016
2017
2018
2019
2020
2021- thereafter
Total
As of December 31,
2015
2014
$196,429
$212,142
—
126,875
81,797
83,033
109,339
74,217
—
671,690
49,684
—
20,000
135,625
86,724
87,960
58,770
—
12,000
613,221
38,718
12,000
$622,006
$562,503
U.S. Dollars in
thousands
$
$
49,684
50,084
203,422
266,260
17,650
84,590
671,690
As of December 31, 2015, the interest rates on the Partnership’s loan agreements (other than tranche two of the $77.5 million loan facility) were the London
Interbank Offered Rate (“LIBOR”) plus a fixed margin ranging from 2.125% to 2.5%. On the export credit loan of $55.1 million which is tranche two of the $77.5
million loan facility secured by the Ingrid Knutsen , the annual rate is 3.85% composed of a 2.5% bank facility rate plus a commission of 1.35% to the export credit
guarantor. The guarantee commission of 1.35% is classified as other finance expense. See Note 2(e)—Financial Income (Expense).
$240
Million
Secured
Loan
Facility
In June 2014, the Partnership’s subsidiaries KNOT Shuttle Tankers 18 AS, KNOT Shuttle Tankers 17 AS and Knutsen Shuttle Tankers 13 AS entered into a
senior syndicate secured loan facility in an aggregate amount of $240 million (the “Senior Secured Loan Facility”) to repay existing debt under previous credit
facilities and a $10.5 million seller’s credit from KNOT. The Senior Secured Loan Facility consists of (i) a $220 million term loan (the “Term Loan Facility”) and
(ii) a $20 million revolving credit facility (the “Revolving Credit Facility”).
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The Revolving Credit Facility terminates in June 2019, and bears interest at LIBOR plus a fixed margin of 2.125%, and has a commitment fee equal to 40%
of the margin of the Revolving Credit Facility calculated on the daily undrawn portion of the Revolving Credit Facility. The outstanding balance on the Revolving
Credit Facility was repaid on June 23, 2015 using a portion of the net proceeds from the June 2015 Offering. As of December 31, 2015, the Revolving Credit
Facility was undrawn.
The Term Loan Facility is repayable in quarterly instalments over five years with a final balloon payment due at maturity at June 2019. The Term Loan
Facility bears interest at LIBOR plus a margin of 2.125%.
The Windsor Knutsen, the Bodil Knutsen and the Carmen Knutsen, assignments of earnings, charterparty contracts and insurance proceeds are pledged as
collateral for the Senior Secured Loan Facility. The Senior Secured Loan Facility is guaranteed by the Partnership and KNOT Shuttle Tankers AS, and secured by
vessel mortgages on the Windsor Knutsen, the Bodil Knutsen and the Carmen Knutsen .
The Senior Secured Loan Facility contains the following financial covenants:
•
The aggregate market value of the Windsor Knutsen , Bodil Knutsen and Carmen Knutsen shall not be less than 110% of the outstanding balance under the
Senior Secured Loan Facility for the first two years, 120% for the third and fourth years, and 125% thereafter;
•
Positive working capital for the borrowers and the Partnership;
•
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
•
•
Minimum book equity ratio for the Partnership of 30%; and
Minimum EBITDA to interest ratio for the Partnership of 2.50.
The Senior Secured Loan Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including
total loss or sale of a vessel and customary events of default. As of December 31, 2015, the borrowers and the guarantors were in compliance with all covenants
under this facility.
$117
Million
Hilda
Loan
Facility
In July 2011, Knutsen Shuttle Tankers 14 AS, the subsidiary owning the Hilda Knutsen , as the borrower, entered into a secured loan facility in an aggregate
amount of $117 million (the “Hilda Facility”). The Hilda Facility is repayable in quarterly installments over five years with a final balloon payment due at maturity
in July 2018. The Hilda Facility bears interest at LIBOR plus a fixed margin of 2.5%. The facility is secured by a vessel mortgage on the Hilda Knutsen . The Hilda
Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the Hilda Facility. The Partnership and KNOT Shuttle
Tankers AS are the sole guarantors. The Hilda Facility contains the following primary financial covenants:
•
Market value of the Hilda Knutsen shall not be less than 110% of the outstanding balance under the Hilda Facility for the first two years, 120% for the third
and fourth year, and 125% thereafter;
•
Positive working capital of the borrower and the Partnership;
•
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
•
•
Minimum book equity ratio for the Partnership of 30%; and
Minimum EBITDA to interest ratio for the Partnership of 2.50.
The Hilda Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale
of a vessel and customary events of default. As of December 31, 2015, the borrower and the guarantors were in compliance with all covenants under this facility.
$117
Million
Torill
Loan
Facility
In November 2011, Knutsen Shuttle Tankers 15 AS, the subsidiary owning the Torill Knutsen , as the borrower, entered into a secured loan facility in an
aggregate amount of $117 million (the “Torill Facility”). The Torill Facility is repayable in quarterly installments over five years with a final balloon payment due
at maturity in October 2018. The Torill Facility bears interest at LIBOR plus a fixed margin of 2.5%. The facility is secured by a vessel mortgage on the Torill
Knutsen. The Torill Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the Torill Facility. The
Partnership and KNOT Shuttle Tankers AS are the sole guarantors. The Torill Facility contains the following primary financial covenants:
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•
Market value of the Torill Knutsen shall not be less than 110% of the outstanding balance under the Torill Facility for the first two years, 120% for the third
and fourth year, and 125% thereafter;
•
Positive working capital of the borrower and the Partnership;
•
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
•
•
Minimum book equity ratio for the Partnership of 30%; and
Minimum EBITDA to interest ratio for the Partnership of 2.50.
The Torill Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale
of a vessel and customary events of default. As of December 31, 2015, the borrower and the guarantors were in compliance with all covenants under this facility.
$140
Million
Secured
Loan
Facility
In June 2014, the Partnership’s subsidiary Knutsen Shuttle Tankers XII KS, as the borrower, entered into a senior syndicate secured loan facility in the
amount of $140 million (the “New Fortaleza and Recife Facility”). The New Fortaleza and Recife Facility was drawn in November 2014 and replaced a $160
million loan facility previously secured by the Fortaleza Knutsen and the Recife Knutsen . The New Fortaleza and Recife Facility is repayable in quarterly
installments over five years with a final balloon payment due at maturity at June 2019. The facility bears interest at LIBOR plus a margin of 2.125%. The Fortaleza
Knutsen and the Recife Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the New Fortaleza and Recife
Facility. The facility is guaranteed by the Partnership and KNOT Shuttle Tankers AS and is secured by vessel mortgages on the Fortaleza Knutsen and the
Recife Knutsen .
The New Fortaleza and Recife Facility contains the following financial covenants:
•
The aggregate market value of the Fortaleza Knutsen and Recife Knutsen shall not be less than 110% of the outstanding balance under the New Fortaleza and
Recife Facility for the first two years, 120% for the third and fourth year, and 125% thereafter;
•
Positive working capital of the borrower and the Partnership;
•
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
•
•
Minimum book equity ratio for the Partnership of 30%; and
Minimum EBITDA to interest ratio for the Partnership of 2.50.
The New Fortaleza and Recife Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility,
including total loss or sale of a vessel and customary events of default. As of December 31, 2015, the borrower and the guarantors were in compliance with all
covenants under this facility.
$172.5
Million
Secured
Loan
Facility
In April 2014, KNOT Shuttle Tankers 20 AS and KNOT Shuttle Tankers 21 AS, the subsidiaries owning the Dan Cisne and Dan Sabia , as the borrowers,
entered into a $172.5 million senior secured loan facility. In connection with the Partnership’s acquisition of the Dan Cisne , in December 2014, the $172.5 million
senior secured loan facility was split into a tranche related to the Dan Cisne (the “Dan Cisne Facility”) and a tranche related to Dan Sabia (the “Dan Sabia
Facility”).
The Dan Cisne Facility and the Dan Sabia Facility are guaranteed by the Partnership and secured by a vessel mortgage on the Dan Cisne and Dan Sabia .
The Dan Cisne Facility and the Dan Sabia Facility bear interest at LIBOR plus a margin of 2.4% and are repayable in semiannual instalments with a final balloon
payment due at maturity at September 2023 and January 2024, respectively.
The facilities contain the following financial covenants:
•
•
Market value of each of the Dan Cisne and Dan Sabia shall not be less than 100% of the outstanding balance under the Dan Cisne Facility and Dan Sabia
Facility, respectively, for the first three years, and 125% thereafter;
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
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•
Minimum book equity ratio for the Partnership of 30%.
The facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale of a
vessel and customary events of default. As of December 31, 2015, the borrowers and the guarantor were in compliance with all covenants under this facility.
$77.5
Million
Secured
Loan
Facility
In June 2012, Knutsen NYK Shuttle Tankers 16 AS, the subsidiary owning the Ingrid Knutsen , as the borrower, entered into a secured loan facility in an
aggregate amount of $90.0 million (the “Ingrid Facility”). As of the time of the acquisition of the Ingrid Knutsen , the aggregate amount outstanding under the
facility was $77.5 million. The Ingrid Facility includes two tranches. Tranche one is a commercial bank loan of $22.4 million, repayable in semi-annual
installments with a final balloon payment due at maturity in December 2018. Tranche one bears interest at LIBOR, plus a margin of 2.25%. Tranche two is an
export credit loan of $55.1 million, repayable in semi-annual installments and maturing in November 2025. Tranche two bears interest at an annual fixed rate of
3.85%, composed of a 2.5% bank facility rate plus a commission of 1.35% to the export credit guarantor. The facility is secured by a vessel mortgage on the Ingrid
Knutsen . The Ingrid Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the Ingrid Facility. The
Partnership and KNOT Shuttle Tankers AS are the sole guarantors.
The Ingrid Facility contains the following financial covenants:
•
•
Market value of the Ingrid Knutsen shall not be less than 125% of the outstanding balance under the Ingrid Facility;
Positive working capital of the borrower and the Partnership;
•
Minimum liquidity of the Partnership of $17 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for
each owned vessel with less than 12 months remaining tenor on its employment contract;
•
•
Minimum book equity ratio for the Partnership of 30%; and
Minimum EBITDA to interest ratio for the Partnership of 2.50.
The Ingrid Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or
sale of a vessel and customary events of default. As of December 31, 2015, the borrower and the guarantors were in compliance with all covenants under this
facility.
$12
Million
Seller’s
Credit
As part of financing for the purchase of the Dan Cisne , KNOT provided a $12.0 million seller’s credit (the “Seller’s Credit”), which was guaranteed by the
Partnership, had a maturity date of December 2019 and bore interest at LIBOR plus a fixed margin of 4.5%. Accrued interest on the Seller’s Credit accumulated at
the end of each six-month period and was capitalized. On June 15, 2015, the Partnership repaid the Seller’s Credit with a portion of the net proceeds from the June
2015 Offering.
17) Income Taxes
(a)
Components
of
Current
and
Deferred
Tax
Expense
All of the income from continuing operations before income taxes was taxable to Norway for the years ended December 31, 2015, 2014 and 2013 as follows:
(U.S. Dollars in thousands)
Income before income taxes
Year Ended December 31,
2015
$40,383
2014
$27,407
2013
$17,891
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The significant components of current and deferred income tax expense attributable to income from continuing operations for the years ended December 31,
2015, 2014 and 2013 are as follows:
(U.S. Dollars in thousands)
Current tax benefit (expense)
Deferred tax benefit (expense)
Income tax benefit (expense)
F-32
Year Ended December 31,
2014
$ (15)
—
$ (15)
2015
$(11)
70
$ 59
2013
$ (686)
(2,141)
$(2,827)
Table of Contents
(b)
Tax
Rate
Reconciliation
Income taxes attributable to income from continuing operations was an income tax benefit (expense) of $59, $(15) and $(2,827) for the years ended
December 31, 2015, 2014 and 2013, respectively, and differed from the amounts computed by applying the Norwegian ordinary income tax rate of 27% in 2015
and 2014 and 28% in 2013 to pretax net income as a result of the following:
(U.S. Dollars in thousands, except for tax rate)
Income tax benefit (expense) at Norwegian ordinary tax regime(1)
Income tax benefit (expense) at Norwegian tonnage tax regime
Income tax benefit (expense) within UK
Adjustments for amounts not taxable under tonnage tax regime
Adjustments due to permanent differences
Translation differences (1)
Entrance tax into the Norwegian tonnage tax regime
Reduction in income tax benefit resulting from a change in valuation allowance
Income tax benefit (expense)
Year Ended December 31,
2014
$ —
—
(15)
—
—
—
—
—
$ (15)
2013
$ (111)
(188)
—
—
—
168
(2,696)
—
$(2,827)
2015
$ —
70
(11)
—
—
—
—
—
$ 59
Effective tax rate
0%
0%
16%
(1)
These tax elements are related to the carve-out period in 2013, a total tax benefit of $57.
(c)
Components
of
Deferred
Tax
Assets
and
Liabilities
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2015
and 2014 are presented below.
(U.S. Dollars in thousands)
Deferred tax assets:
Interest rate swaps
Financial loss carry forwards for tonnage tax
Total deferred tax asset
Less valuation allowance
Net deferred tax asset
Deferred tax liabilities:
Entrance tax
Total deferred tax liabilities
Net deferred tax liabilities
The net deferred tax liability is classified in the consolidated and combined carve-out balance sheets as follows:
(U.S. Dollars in thousands)
Current deferred tax asset
Non-current deferred tax liabilities
Net deferred tax liabilities
F-33
As of December 31,
2015
2014
$
6
10,314
10,320
(10,320)
—
877
877
877
$
$ —
9,100
9,100
(9,100)
—
1,402
1,402
$ 1,402
As of December 31,
2015
$ —
(877)
$(877)
2014
$ —
(1,402)
$(1,402)
Table of Contents
Changes in the net deferred tax liabilities at December 31, 2015 and 2014 are presented below:
(U.S. Dollars in thousands)
Net deferred tax liabilities at January 1
Change in temporary differences
Translation differences
Elimination of deferred tax not transferred to the partnership
Changes in temporary differences after the IPO date
Net deferred tax liabilities at December 31
Year Ended December 31,
2015
2014
$
$
1,402
(307)
(218)
—
—
877
$
$
2,141
(350)
(389)
—
—
1,402
The Partnership records a valuation allowance for deferred tax assets when it is more likely than not that some or all of the benefit from the deferred tax asset
will not be realized. The valuation allowances were $10.3 million and $9.1 million respectively, as of December 31, 2015 and 2014. The valuation allowances
relate to the financial loss carry forwards and other deferred tax assets for tonnage tax that, in the judgment of the Partnership, are more-likely-than not to be
realized reflecting the Partnership’s cumulative loss position for tonnage tax. In assessing the realizability of deferred tax assets, the Partnership considers whether
it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized taking into account all the positive and negative evidence available.
As of December 31, 2014, the Partnership determined that the deferred tax assets are likely to not be realized, and the booked value was, therefore, zero.
After the reorganization of the Partnership’s predecessor’s activities into the new group structure in February 2013, all profit from continuing operations in
Norway is taxable within the tonnage tax regime. The consequence of the reorganization is a one-time entrance tax into the Norwegian tonnage tax regime due to
the Partnership’s acquisition of the shares in the subsidiary that owns the Fortaleza Knutsen and the Recife Knutsen . The total amount of the entrance tax was
estimated to be approximately $3.0 million, which was recognized in the three months ended March 31, 2013. The entrance tax on this gain is payable over several
years and is calculated by multiplying the Norwegian tax rate by the declining balance of the gain, which will decline by 20% each year. The Norwegian corporate
tax rate was reduced from 28% in 2013 to 27% in 2014 and 2015 and will be 25% effective as of January 1, 2016. The entrance tax had declined to approximately
$2.7 million at December 31, 2013 due to translation effects and tax rate changes and at December 31, 2014 the entrance tax had declined to approximately $1.8
million due to paid entrance tax, change in tax rate and translation effects. At December 31, 2015 the entrance tax had declined to approximately $1.1 million due
to paid entrance tax, change in tax rate and translation effects The taxes payable, mainly related to the entrance tax, are calculated based on a tax rate of 27% for
2015, and the deferred tax liabilities, also mainly related to the entrance tax, are calculated based on a tax rate of 25% effective as from January 1, 2016. Income tax
expense within the UK of $11,000 and $15,000 for 2015 and 2014, respectively, was calculated by multiplying the tax basis with the UK tax rate of 20%.
In 2013, the total entrance tax was estimated at $2.7 million of which approximately $0.6 million was estimated to be payable during 2014. In addition,
ordinary tonnage taxes payable were estimated at $0.1 million. Total income taxes payable were estimated at $0.7 million as of December 31, 2013 and equaled
taxes paid in 2014. As of December 31, 2014, the total income taxes payable were estimated to be $0.4 million and consisted of payable entrance tax and ordinary
UK corporation tax. As of December 31, 2015, the total income taxes payable are estimated to be $0.2 million and consist of payable entrance tax and ordinary UK
corporation tax.
Approximately $0.6 million of the estimated entrance tax of $2.7 million as of December 31, 2013 was paid during 2014. Approximately $0.3 million of the
estimated entrance tax of $1.8 million as of December 31, 2014 was paid during 2015. Approximately $0.2 million of the estimated entrance tax of $1.1 million is
estimated to be payable in the first and second quarter of 2016 and is presented as income taxes payable, while $0.9 million is presented as non-current deferred
taxes payable.
The tax loss carry forward from ordinary taxation and financial loss carry forwards for tonnage tax have no expiration dates.
The Partnership’s Norwegian income tax returns are subject to examination by Norwegian tax authorities going back ten years from 2014. The Partnership
had no unrecognized tax benefits as December 31, 2015 and 2014. During the years ended December 31, 2015 and 2014, the Partnership did not incur any interest
or penalties on its tax return.
F-34
Table of Contents
18) Related Party Transactions
(a)
Related
Parties
Historically, the Combined Entity operated as an integrated part of KNOT. KNOT is owned 50% by TSSI and 50% by Nippon Yusen Kaisha (“NYK”). TSSI
also controls 99% of KOAS, which subcontracts services from Knutsen OAS Management AS, which served as the vessel management companies for KNOT and
its subsidiaries until June 30, 2012. As of July 1, 2012, KNOT Management, a 100% owned subsidiary of KNOT, assumed responsibility for the commercial and
technical management of the Vessels.
The Partnership has been charged by KNOT, KOAS and TSSI for commercial services related to the charters, technical and operational support related to the
operation of the Vessels, certain administrative costs and finance fees. Consequently, for the periods prior to April 16, 2013, for the purpose of the consolidated and
combined carve-out statements of operations, these costs and fees include allocations as described above and in Note 2(a)—Summary of Significant Accounting
Policies—Basis of Preparation.
On February 18, 2013, the Partnership terminated the Commercial Management Agreements that existed between KNOT Management and the owners of the
Windsor Knutsen and the Bodil Knutsen , and on March 20, 2013, the Partnership terminated the Commercial Management Agreements that existed between
KNOT Management and the owner of the Fortaleza Knutsen and the Recife Knutsen . In consideration for the termination of the Commercial Management
Agreements a cancellation fee was paid for each Vessel equal to the remuneration to be paid in accordance with the applicable Commercial Management
Agreement until the expiration of the time charter or bareboat charter for each Vessel. The cancellation fees have been charged to the consolidated and combined
carve-out statement of operations as described in Note 2(a)—Summary of Significant Accounting Policies—Basis of Preparation. On February 18, 2013, the
existing technical management agreements were amended. These agreements govern the crew, technical and commercial management of the Vessels. The Windsor
Knutsen and the Bodil Knutsen , which operate under time charters, are subject to amended technical management agreements pursuant to which certain crew,
technical and commercial management services are provided by KNOT Management. Under these amended technical management agreements, the Partnership’s
subsidiaries pay fees to and reimburse the costs and expenses of KNOT Management. The Fortaleza Knutsen , the Recife Knutsen , the Dan Cisne and the Dan
Sabia operate under bareboat charters and, as a result, the customer is responsible for providing the crew, technical and commercial management of the vessel.
However, each of these vessels are subject to management and administration agreements with either KNOT Management or KNOT Management Denmark AS
(“KNOT Management Denmark”), a 100% owned subsidiary of KNOT, pursuant to which these companies provide general monitoring services for the vessels in
exchange for an annual fee.
On March 25, 2013, the Partnership entered into an administrative services agreement with KNOT UK, pursuant to which KNOT UK provides
administrative services, and KNOT UK is permitted to subcontract certain of the administrative services provided under the administrative services agreement to
KOAS UK and KOAS. On May 7, 2015, the Partnership entered into an amendment to the administrative services agreement, which allows KNOT UK to also
subcontract administrative services to KNOT Management.
The amounts of such costs and expenses included in the consolidated and combined carve-out statements of operations for the years ended December 31,
2015, 2014 and 2013 are as follows:
(U.S. Dollars in thousands)
Statements of operations:
Time charter and bareboat revenues:
Charter revenues from KNOT (1)
Commercial commission fee from KNOT to Vessels (2)
Cancellation fee from KNOT to Vessels (3)
Other income:
Guarantee income from KNOT(4)
Operating expenses:
Technical and operational management fee from KNOT Management to Vessels (5)
General and administrative expenses:
Administration fee from KNOT Management (6)
Administration fee from KOAS (6)
Administration fee from KOAS UK (6)
Administration and management fee from KNOT (7)
Accounting service fee from KNOT (8)
F-35
Year Ended December 31,
2015
2014
2013
$16,231
—
—
$8,881
—
—
$ —
(95)
(3,448)
122
—
—
2,420
1,764
1,073
1,103
461
151
170
31
642
425
151
99
25
428
392
112
82
27
Table of Contents
(U.S. Dollars in thousands)
IPO administration cost from KNOT (9)
Finance income (expense):
Financing service fee from KNOT to Vessels (10)
Interest expense charged from KNOT (11) and (12)
Interest income charged to TSSI (11)
Guarantee commission from TSSI to Vessels (13)
Guarantee commission from KNOT to Vessels (13)
Total income (expenses)
F-36
Year Ended December 31,
2015
—
2014
—
2013
454
—
(268)
—
—
—
$11,749
(50)
(277)
—
—
—
$5,448
—
(336)
10
(210)
(424)
$(7,071)
Table of Contents
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Charter revenue from KNOT : Pursuant to the Omnibus Agreement, KNOT agreed to guarantee the payments of the hire rate under the initial charters of
each of the Bodil Knutsen and the Windsor Knutsen for a period of five years from the closing date of the IPO. BG Group, the charterer of the Windsor
Knutsen , did not exercise its option to extend the Windsor Knutsen time charter after the expiration of its initial term, and on July 29, 2014 KNOT and the
Partnership entered into a time charter for the vessel at a rate of hire that would have been in effect during the option period under the previous BG Group
time charter. This charter was effective until the Windsor Knutsen commenced in October 2015 on new BG Group time charter. See Note 18(b)—Related
Party Transactions—Guarantees and Indemnifications.
Commercial commission fee from KNOT to Vessels : KNOT provides commercial services related to negotiating and maintaining the charters. KNOT
invoices a fixed percentage of revenue as a commercial commission fee for these services.
Cancellation fee from KNOT to Vessels : In consideration for the termination of the Commercial Management Agreement, a cancellation fee was paid for
each Vessel equal to the remuneration to be paid in accordance with the Commercial Management Agreement until the expiration of the time charter for each
Vessel. As the cancellation fee relates to the commercial commission fee, it has been presented as part of operating income, consistent with the presentation
of commissions.
Guarantee income from KNOT : Pursuant to the Omnibus Agreement, KNOT agreed to guarantee the payments of the hire rate under the initial charter of the
Bodil Knutsen and the Windsor Knutsen for a period of five years from the closing date of the IPO. In October 2015, the Windsor Knutsen commended on a
new BG Group time charter with a hire rate below the hire rate in the initial charter. The difference between the new hire rate and the initial rate is paid by
KNOT. See Note 18(b)—Related Party Transactions—Guarantees and Indemnifications.
Technical and operational management fee from KNOT to Vessels : KNOT Management provides technical and operational management of the vessels on
time charter including crewing, purchasing, maintenance and other operational service. In addition, there is also a charge for 24-hour emergency response
services provided by KNOT Management for all vessels managed by KNOT Management.
Administration fee from KNOT Management, KOAS and KOAS UK : Administration costs include the compensation and benefits of KNOT management and
administrative staff as well as other general and administration expenses. Some benefits are also provided by KOAS and KOAS UK. Net administration costs
are total administration cost plus a 5% margin, reduced for the total fees for services delivered by the administration staffs (the accounting service fees (see
(8) below), the financing service fees (see (10) below) and the estimated shareholder costs for KNOT that have not been allocated. As such, the level of net
administration costs as a basis for the allocation can vary from year to year based on the administration and financing services offered by KNOT to all the
vessels in its fleet each year.
Administration fee and management fee from KNOT : For bareboat charters, the shipowner is not responsible for providing crewing or other operational
services and the customer is responsible for all vessel operating expenses and voyage expenses. However, each of the vessels under bareboat charters are
subject to management and administration agreements with either KNOT Management or KNOT Management Denmark, pursuant to which these companies
provide general monitoring services for the vessels in exchange for an annual fee.
Accounting service fee from KNOT : KNOT invoiced each subsidiary a fixed fee for the preparation of the statutory financial statements.
IPO administration cost from KNOT : In connection with the preparation of the financial statements and the Form F-1, KNOT has invoiced the actual costs
for internal resources, including salaries and administration cost, plus a 5% margin. Since the costs were not incremental cost directly attributable to the IPO,
they were expensed as incurred.
(10) Financing service fee from KNOT to Vessels : KNOT invoiced each vessel for a fixed percentage of the principal of any new loan facilities for vessel
(11)
(12)
financing as compensation for the time and costs of loan negotiations with external banks.
Interest expense charged from, interest income charged to KNOT/TSSI : KNOT/TSSI invoiced interest (expense) income for any outstanding payables to
(receivable from) owners and affiliates to the vessel-owning subsidiaries (including Knutsen Shuttle Tankers XII KS, which owns the Recife Knutsen and the
Fortaleza Knutsen and Knutsen Shuttle Tankers XII AS). Since payables to (receivables from) owners and affiliates are not tracked by vessel, balances based
upon payments by owners to the shipyard have been allocated to the Bodil Knutsen and the Windsor Knutsen (see Note 2(a)—Summary of Significant
Accounting Policies—Basis of Preparation for a description of the allocation principles applied. Interest expense has been allocated based upon the allocated
payables to owners and affiliates and the historical interest rates charged.
Interest expense to KNOT on Sellers’ Credit: As part of the financing of the purchase of the Carmen Knutsen on August 1, 2013 , and the purchase of the
Dan Cisne on December 15, 2014, KNOT provided a seller’s credit to KNOT Shuttle Tankers AS in form of loans. Each such loan bore interest at a rate
equal to LIBOR plus a fixed margin of 4.5% (see Note 16—Long-term Debt).
(13) Guarantee commission from TSSI/KNOT to Vessels : TSSI and KNOT were guarantors for the Combined Entity’s loan facilities (see Note 16—Long-term
Debt and Note 18(b)—Related Party Transactions—Guarantees and Indemnifications). TSSI and KNOT invoiced an annual commission to each of the
Vessels as a fixed percentage of the outstanding balance as compensation for the guarantee.
F-37
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(b)
Guarantees
and
Indemnifications
Pursuant to the Omnibus Agreement, KNOT agreed to guarantee the payments of the hire rate under the existing charters of each of the Bodil Knutsen and
the Windsor Knutsen for a period of five years from the closing date of the IPO. The Partnership will not incur any guarantee commissions in the future relating to
such guarantees.
In April 2014, the Partnership was notified that BG Group would not exercise its option to extend the Windsor Knutsen time charter after the expiration of its
initial term. The vessel was re-delivered on July 28, 2014. In order to comply with its obligations under the Omnibus Agreement, on July 29, 2014, KNOT and the
Partnership entered into a time charter for the vessel at a rate of hire that would have been in effect during the option period under the previous BG Group time
charter. This charter was effective until the new BG Group time charter commenced in October, 2015.
Prior to the IPO, the Partnership entered into amended financing agreements with various lenders. The majority of the Partnership’s original external vessels
financing agreements have been guaranteed by either KNOT or TSSI for which a guarantee commission was paid. Following the completion of the IPO and the
amendments to the vessel financing agreements, the Partnership guaranteed the obligations of the Partnership’s subsidiaries directly under the vessel financing
agreements. Therefore, after the IPO, the Partnership did not incur any guarantee commissions to KNOT and TSSI.
Under the Omnibus Agreement, KNOT has agreed to indemnify the Partnership until April 15, 2018, against certain environmental and toxic tort liabilities
with respect to certain assets that KNOT contributed or sold to the Partnership to the extent arising prior to the time they were contributed or sold. However, claims
are subject to a deductible of $0.5 million and an aggregate cap of $5 million.
In addition, pursuant to the Omnibus Agreement, KNOT agreed to indemnify the Partnership for any defects in title to certain assets contributed or sold to
the Partnership and any failure to obtain, prior to April 15, 2013, certain consents and permits necessary to conduct the Partnership’s business, which liabilities
arise within three years after the closing of the IPO on April 15, 2013.
(c)
Transactions
with
Management
and
Directors
Trygve Seglem, the chairman of the Partnership’s board of directors and the President and CEO of KNOT, controls Seglem Holding AS, which owns 100%
of the equity interest in TSSI, which controls KOAS. TSSI owns 50% of the equity interest in KNOT. NYK, which owns 50% of the equity interest in KNOT, has
management and administrative personnel on secondment to KNOT.
See the footnotes to Note 18(a)—Related Party Transactions—Related Parties for a discussion of the allocation principles for KNOT’s administrative costs,
including management and administrative staff, included in the consolidated and combined carve-out statements of operations.
Directors each receive a director fee of $40,000 per year. Members of the audit and conflicts committees each receive a committee fee of $5,000 per year.
(d)
Amounts
Due
from
and
Due
to
Related
Parties
Balances with related parties consisted of the following:
(U.S. Dollars in thousands)
Balance Sheets:
Trading balances due from KOAS
Trading balances due from KNOT and affiliates
Amount due from related parties
Trading balances due to KOAS
Trading balances due to KNOT and affiliates
Amount due to related parties
F-38
At December 31,
2015
At December 31,
2014
$
$
$
$
10
48
58
448
400
848
$
$
$
$
77
53
130
423
205
628
Table of Contents
Amounts due from and due to related parties are unsecured and intended to be settled in the ordinary course of business. The majority of these related party
transactions relate to vessel management and other fees due to KNOT, KNOT Management, KOAS UK and KOAS .
(e)
Trade
accounts
payables
Trade accounts payables to related parties are included in total trade accounts payables in the balance sheet. The balances to related parties consisted of the
following:
(U.S. Dollars in thousands)
Balance Sheets:
Trading balances due to KOAS
Trading balances due to KNOT and affiliates
Trade accounts payables to related parties
At December 31,
2015
At December 31,
2014
$
$
651
360
1,011
$
$
792
241
1,033
(f)
Acquisitions
from
KNOT
On August 1, 2013, the Partnership acquired KNOT’s 100% interest in Knutsen Shuttle Tankers 13 AS, the company that owns and operates the Carmen
Knutsen . As part of the financing for the acquisition, KNOT provided a Sellers’s credit in the form of a $10.5 million loan to KNOT Shuttle Tankers AS. The
Sellers’s Loan, including accrued interest, was paid in full in June 2014. This acquisition was accounted for as an acquisition of a business.
On June 30, 2014, the Partnership acquired KNOT’s 100% interests in Knutsen Shuttle Tankers 14 AS, the company that owns and operates the Hilda
Knutsen , and Knutsen Shuttle Tankers 15 AS, the company that owns and operates the Torill Knutsen. These acquisitions were accounted for as acquisitions of
businesses.
On December 15, 2014, the Partnership acquired KNOT’s 100% interest in KNOT Shuttle Tankers 20 AS, the company that owns and operates the Dan
Cisne . As part of financing for the purchase of the Dan Cisne, KNOT provided the $12.0 million Dan Cisne Seller’s Credit. The Dan Cisne Sellers’ Credit,
including accrued interest, was paid in full in June 2015. This acquisition was accounted for as an acquisition of a business.
On June 30, 2015, the Partnership acquired KNOT’s 100% interest in KNOT Shuttle Tankers 21 AS, the company that owns and operates the Dan Sabia.
This acquisition was accounted for as an acquisition of a business.
On October 15, 2015, the Partnership acquired KNOT’s 100% interest in Knutsen NYK Shuttle Tankers 16 AS, the company that owns and operates the
Ingrid Knutsen. This acquisition was accounted for as an acquisition of a business.
The board of directors of the Partnership (the “Board”) and the conflicts committee of the Board (the “Conflicts Committee”) approved the purchase price
for each transaction described above. The Conflicts Committee retained a financial advisor to assist with its evaluation of each of the transactions. See Note—22
Business Acquisitions.
19) Commitments and Contingencies
Assets
Pledged
As of December 31, 2015 and 2014, Vessels with a book value of $1,193 million and $1,022 million, respectively, were pledged as security held as
guarantee for the Partnership’s long-term debt and interest rate swap obligations. See Note 10—Derivative Instruments and Note 16—Long-Term Debt.
Claims
and
Legal
Proceedings
At the closing of the IPO on April 15, 2013, the probable liability and insurance claims were not transferred to the Partnership. In addition, there were no
new insurance incidents during 2013. Therefore, for the year ended December 31, 2013, the probable liability and insurance claims were $nil.
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Table of Contents
Under the Partnership’s time charters, claims to reduce the hire rate payments can be made if the Vessel does not perform to certain specifications in the
agreements. No accrual for possible claim was recorded for the year ended December 31, 2015 and 2014, while an immaterial claim was recorded for the year
ended December 31, 2013 and which was subject to revision.
From time to time, the Partnership is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management,
the ultimate disposition of these matters will not have a material adverse effect on the consolidated and combined carve-out financial position, results of operations
or cash flows.
Insurance
The Partnership maintains insurance on all the Vessels to insure against marine and war risks, which include damage to or total loss of the Vessels, subject to
deductible amounts that average $0.150 million per Vessel, and loss of hire.
Under the loss of hire policies, the insurer will pay a compensation for the lost hire rate agreed in respect of each Vessel for each day, in excess of 14
deductible days, for the time that the Vessel is out of service as a result of damage, for a maximum of 180 days. In addition, the Partnership maintains protection
and indemnity insurance, which covers third-party legal liabilities arising in connection with the Vessels’ activities, including, among other things, the injury or
death of third-party persons, loss or damage to cargo, claims arising from collisions with other vessels and other damage to other third-party property, including
pollution arising from oil or other substances. This insurance is unlimited, except for pollution, which is limited to $1 billion per vessel per incident. The protection
and indemnity insurance is maintained through a protection and indemnity association, and as a member of the association, the Partnership may be required to pay
amounts above budgeted premiums if the member claims exceed association reserves, subject to certain reinsured amounts. If the Partnership experiences multiple
claims each with individual deductibles, losses due to risks that are not insured or claims for insured risks that are not paid, it could have a material adverse effect
on the Partnership’s results of operations and financial condition.
20) Supplemental Cash Flows Information
The following supplemental information is provided related to the Consolidated and Combined Carve-Out Statements of Cash Flows for the years ended
December 31, 2015, 2014 and 2013:
(U.S. Dollars in thousands)
Non-cash investing and financing activities:
Payable to owner and affiliates converted to equity
21) Earnings per Unit and Cash Distributions
The calculations of basic and diluted earnings per unit (1) are presented below:
(U.S. Dollars in thousands, except unit and per unit amounts)
Post IPO net income attributable to the members of KNOT Offshore Partners LP
Less: Distributions (2)
Over distributed earnings
Over distributed earnings attributable to:
Common unitholders
Subordinated unitholders
General Partner
Weighted average units outstanding (basic and diluted) (in thousands):
Common unitholders
Subordinated unitholders
General Partner
Earnings per unit (basic and diluted):
Common unitholders
Subordinated unitholders(3)
Year Ended December 31,
2014
2015
2013
$ —
$ —
$27,051
Year Ended December
31,
2015
$ 40,442
56,921
(16,479)
(11,060)
(5,087)
(332)
2014
$ 27,392
40,481
(13,089)
(7,916)
(4,912)
(261)
16,705
8,568
516
11,209
8,568
404
April 15th to
December 31,
2013
$
18,603
20,779
(2,176)
(1,066)
(1,066)
(44)
8,568
8,568
350
1.063
1.065
$ 1.499
$ 1.708
$ 1.369
$ 1.343
$
$
F-40
Table of Contents
(U.S. Dollars in thousands, except unit and per unit amounts)
General Partner
Cash distributions declared and paid in the period per unit(4)
Subsequent event: Cash distributions declared and paid per unit relating to
the period(5)
Year Ended December
31,
2015
$ 1.487
$ 2.030
2014
$ 1.329
$ 1.795
$ 0.520
$ 0.490
April 15th to
December 31,
2013
$
$
$
1.063
0.752
0.435
(1)
(2)
(3)
(4)
(5)
Earnings per unit have been calculated in accordance with the cash distribution provisions set forth in the Partnership’s First Amended and Restated
Agreement of Limited Partnership (the “Partnership Agreement”).
This refers to distributions made or to be made in relation to the period irrespective of the declaration and payment dates and based on the numbers of units
outstanding at the record date. This includes cash distributions to the IDR holder (KNOT) for the years ended December 31, 2015 and 2014 of $2.1 million
and $0.6 million, respectively and for the period April 15, 2013 to December 31, 2013 of $0.02 million.
This includes the net income attributable to the IDR holder. The IDRs generally may not be transferred by KNOT until March 31, 2018. The net income
attributable to IDRs for the year ended December 31, 2015 and 2014 was $2.1 million and $0.6 million, respectively and for the period April 15 to
December 31, 2013 was $0.02 million.
Refers to cash distributions declared and paid during the period.
Refers to cash distributions declared and paid subsequent to the fourth quarter.
Earnings per unit information is given for the period from the date of the closing of the IPO (April 15, 2013). Earnings per unit information has not been
presented for any period prior to the IPO as the information is not comparable due to the change in the Partnership’s structure and the basis of preparation of the
financial statements as described in Note 2—Summary of Significant Accounting Policies.
As of December 31, 2015, the public owned a 66.8% limited partner interest in the Partnership (in the form of 18,536,226 common units) and KNOT directly
owned a 30.9% limited partner interest in the Partnership (in the form of 8,567,500 subordinated units). In addition, KNOT, through its ownership of the General
Partner, owned a 2.01% general partner interest (in the form of 558,674 general partner units) and a 0.3% limited partner interest (in the form of 90,368 common
units).
Earnings per unit is determined by dividing net income, after deducting the distribution paid or to be made in relation to the period by the weighted-average
number of units outstanding during the applicable period.
The General Partner’s, common unitholders’ and subordinated unitholders’ interest in net income are calculated as if all net income was distributed
according to the terms of the Partnership Agreement, regardless of whether those earnings would or could be distributed. The Partnership Agreement does not
provide for the distribution of net income. Rather, it provides for the distribution of available cash, which is a contractually defined term that generally means all
cash on hand at the end of each quarter less the amount of cash reserves established by the Partnership’s board of directors to provide for the proper conduct of the
Partnership’s business, including reserves for maintenance and replacement capital expenditures and anticipated capital requirements. In addition, KNOT, as the
initial holder of all IDRs, has the right, at the time when there are no subordinated units outstanding and it has received incentive distributions at the highest level to
which it is entitled (48.0% for each of the prior four consecutive fiscal quarters), to reset the initial cash target distribution levels at higher levels based on the
distribution at the time of the exercise of the reset election. Unlike available cash, net income is affected by non-cash items, such as depreciation and amortization,
unrealized gains and losses on derivative instruments and unrealized foreign currency gains and losses.
Under the Partnership Agreement, during the subordination period, the common units will have the right to receive distributions of available cash from
operating surplus in an amount equal to the minimum quarterly distribution (the “MQD”) of $0.375 per unit per quarter, plus arrearages in the payment of the MQD
on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units.
Distributions of available cash from operating surplus are to be made in the following manner for any quarter during the subordination period:
first , 98.0% to the common unitholders, pro rata, and 2.0% to the General Partner, until each outstanding common unit has received the MQD for that
quarter;
second , 98.0% to the common unitholders, pro rata, and 2.0% to the General Partner, until each outstanding common unit has received an amount equal to
any arrearages in payment of the MQD on the common units for prior quarters during the subordination period; and
•
•
F-41
Table of Contents
•
third , 98.0% to the subordinated unitholders, pro rata, and 2.0% to the General Partner until each subordinated unit has received the MQD for that quarter.
In addition, KNOT currently holds all of the IDRs in the Partnership. IDRs represent the rights to receive an increasing percentage of quarterly distributions
of available cash from operating surplus after the MQD and the target distribution levels have been achieved. If for any quarter during the subordination period:
•
the Partnership has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the MQD; and
•
the Partnership has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative
arrearages in payment of the MQD,
then, the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders, the holders of the IDRs and the
General Partner in the following manner:
•
•
•
first , 98.0% to all unitholders, pro rata, and 2.0% to the General Partner, until each unitholder receives a total of $0.43125 per unit for that quarter (the “first
target distribution”);
second , 85.0% to all unitholders, pro rata, and 2.0% to the General Partner and 13.0% to the holders of the IDRs, pro rata, until each unitholder receives a
total of $0.46875 per unit for that quarter (the “second target distribution”);
third , 75.0% to all unitholders, pro rata, and 2.0% to the General Partner and 23.0% to the holders of the IDRs, pro rata, until each unitholder receives a total
of $0.5625 per unit for that quarter (the “third target distribution”); and
•
thereafter , 50.0% to all unitholders, pro rata, 2.0% to the General Partner and 48.0% to the holders of the IDRs, pro rata.
Distributions of available cash from operating surplus for any quarter after the subordination period has ended are to be made in the following manner:
•
first , 98% to all unitholders, pro rata, and 2.0% to the General Partner, until each outstanding unit has received an amount equal to the MQD for that quarter;
•
•
•
second , 98% to all unitholders, pro rata, and 2.0% to the General Partner, until each outstanding unit receives a total of the first target distribution for that
quarter;
third , 85% to all unitholders, pro rata, 2.0% to the General Partner, and 13% to the IDR holders, pro rata, until each outstanding unit receives a total of the
second target distribution for that quarter;
fourth , 75% to all unitholders, pro rata, 2.0% to the General Partner, and 23.0% to the IDR holders, pro rata, until each outstanding unit receives a total of
the third target distribution for that quarter; and
•
thereafter , 50% to all unitholders, pro rata, 2.0% to the General Partner, and 48% to the IDR holders, pro rata.
The percentage interests set forth above assume that the General Partner owns a 2.0% general partner interest and that the Partnership does not issue
additional classes of equity securities.
22) Business Acquisitions
The Partnership acquired from KNOT equity interests in certain subsidiaries which own and operate the Carmen Knutsen , the Hilda Knutsen , the Torill
Knutsen , the Dan Cisne, the Dan Sabia and the Ingrid Knutsen .
The Board and the Conflicts Committee approved the purchase price for each transaction. The Conflicts Committee retained a financial advisor to assist with
its evaluation of the transactions. The fee paid to the financial advisor was divided equally between the Partnership and KNOT. Acquisition related costs of $0.1
million, $0.1 million and $0.1 million as of December 31, 2015, 2014 and 2013, respectively, were expensed as incurred. The allocation of the purchase price to
acquired identifiable assets was based on their estimated fair values at the date of acquisition. The purchase price of the acquisition has been allocated to the
identifiable assets acquired. The details of each transaction are as follows:
F-42
Table of Contents
(U.S. Dollars in thousands)
Purchase price (1)
Less: Fair value of net assets acquired:
Vessel and equipment (2)
Cash
Inventories
Other current assets
Amounts due from related parties
Long-term debt
Long-term debt from related parties
Other long-term liabilities
Derivatives liabilities
Trade accounts payable
Accrued expenses
Prepaid charter and deferred revenue
Amount due to related parties
Subtotal
Difference between the purchase price and fair value of net assets acquired
Goodwill (3)
Difference between the purchase price and allocated values
(1)
The purchase price comprises the following:
Final
Ingrid
Knutsen
October 15,
2015
$ 12,863
Final
Dan
Sabia
June 15,
2015
$ 41,186
Final
Dan
Cisne
December 15,
2014
$
18,230
Final
Hilda
Knutsen
and
Torill
Knutsen
June 30,
2014
114,293
$
115,000
4,744
144
188
1
(84,275)
(20,253)
—
—
(94)
(1,555)
(762)
(275)
12,863
—
—
—
$
$
103,389
4,343
—
25
935
(64,470)
—
—
(802)
(4)
(335)
(442)
(1,453)
41,186
$ —
—
$ —
103,400
1,574
—
—
—
(82,164)
—
—
(968)
(35)
(825)
—
(2,752)
18,230
—
—
—
335,000
8,997
395
1,939
4
(221,812)
—
(4,774)
(348)
(390)
(1,360)
(1,487)
(2,338)
113,826
467
467
—
$
$
$
$
(U.S. Dollars in thousands)
Cash consideration paid to KNOT
Purchase price adjustments
Seller’s credit
Purchase price
Final
Ingrid
Knutsen
October 15,
2015
Final
Dan
Sabia
December 15,
2014
Final
Dan
Cisne
December 15,
2014
$ 10,472
2,391
—
$ 12,863
$
$
38,531
2,655
—
41,186
$
$
8,836
(2,606)
12,000
18,230
Final
Hilda
Knutsen
and
Torill
Knutsen
June 30,
2014
113,306
987
—
114,293
$
$
Final
Carmen
Knutsen
August 1,
2013
$ 55,772
145,000
89
234
108
—
(89,125)
—
—
—
(91)
(387)
—
(56)
55,772
$ —
—
$ —
Final
Carmen
Knutsen
August 1,
2013
$ 45,423
—
10,349
$ 55,772
(2)
(3)
Vessel and equipment includes allocation to dry docking for the following vessels (in thousands): Ingrid Knutsen of $1,263, Hilda Knutsen of $2,042, Torill
Knutsen of $2,166 and Carmen Knutsen of $1,769. For the Dan Sabia and the Dan Cisne , $389 and $400 of the purchase price adjustments were allocated to
the respective vessels.
The goodwill recognized in connection with the acquisitions of the Hilda Knutsen and the Torill Knutsen is attributable primarily to the organization,
including structure, systems, skills and abilities.
Ingrid
Knutsen
On October 15, 2015, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired KNOT’s 100% interest in Knutsen NYK Shuttle
Tankers 16 AS, the company that owns and operates the Ingrid Knutsen . The purchase price was $115.0 million, less assumed bank debt of $104.5 million plus
other purchase price adjustments of $2.4 million. The Partnership accounted for this acquisition as an acquisition of a business. The purchase price of the
acquisition has been allocated to the identifiable assets acquired. The allocation of the purchase price to acquired identifiable assets was based on their fair values at
the date of acquisition.
F-43
Table of Contents
Revenue and profit contributions
Since the Ingrid Knutsen acquisition date, the business has contributed revenues of $3.6 million and net income of $1.0 million to the Partnership for the
period from October 15, 2015 to December 31, 2015.
Dan
Sabia
On June 15, 2015, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired KNOT’s 100% interest in KNOT Shuttle Tankers 21 AS,
the company that owns and operates the Dan Sabia . The purchase price was $103.0 million, less assumed bank debt of $64.5 million plus other purchase price
adjustments of $2.7 million. The cash portion of the purchase price was financed with the proceeds from the Partnership’s public offering of 5,000,000 common
units which closed on June 2, 2015. See Note 23 —Equity Offerings. The Partnership accounted for this acquisition as an acquisition of a business. The purchase
price of the acquisition has been allocated to the identifiable assets acquired. The allocation of the purchase price to acquired identifiable assets was based on their
fair values at the date of acquisition.
Revenue and profit contributions
Since the Dan Sabia acquisition date, the business has contributed revenues of $5.5 million and net income of $2.2 million to the Partnership for the period
from June 15, 2015 to December 31, 2015.
Dan
Cisne
On December 15, 2014, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired KNOT’s 100% interest in KNOT Shuttle Tankers
20 AS, the company that owns and operates the Dan Cisne . The purchase price was $103.0 million; less assumed bank debt of $82.2 million less other purchase
price adjustments of $2.6 million. The Partnership accounted for this acquisition as an acquisition of a business.The purchase price of the acquisition has been
allocated to the identifiable assets acquired. The allocation of the purchase price to acquired identifiable assets was based on their fair values at the date of
acquisition.
Revenue and profit contributions
Since the Dan Cisne acquisition date, the business has contributed revenues of $0.5 million and net income of $0.9 million to the Partnership for the period
from December 15, 2014 to December 31, 2014.
Hilda
Knutsen
&
Torill
Knutsen
On June 30, 2014, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired KNOT’s 100% interest in: (i) Knutsen Shuttle Tankers
14 AS, the company that owns and operates the Hilda Knutsen ; and (ii) Knutsen Shuttle Tankers 15 AS, the company that owns and operates the Torill Knutsen
(the “Acquisitions”) . The purchase price of the Hilda Knutsen was $166.0 million, net of $109.6 million of outstanding indebtedness related to the vessel. The
purchase price of the Torill Knutsen was $169.0 million, net of $112.1 million of outstanding indebtedness related to the vessel. The cash portion of the purchase
prices was financed with proceeds from the Partnership’s public offering of 4,600,000 common units which closed on June 27, 2014. See Note 23—Equity
Offerings. The purchase prices were subsequently adjusted by a working capital adjustment of $1.0 million. The Partnership accounted for these acquisitions as the
acquisitions of businesses. The purchase prices of the acquisitions were allocated to the identifiable assets acquired. The allocation of the purchase prices to
acquired identifiable assets was based on their fair values at the date of acquisition.
Revenue and profit contributions
Since the Hilda Knutsen and the Torill Knutsen acquisition date, the businesses have contributed revenues of $23.5 million and net income of $10.0 million
to the Partnership for the period from June 30, 2014 to December 31, 2014.
Carmen
Knutsen
In August 2013, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired KNOT’s 100% interest in Knutsen Shuttle Tankers 13 AS,
the company that owns and operates the Carmen Knutsen. The purchase price was $145.0 million for the vessel, less assumed bank debt of $89.1 million and other
purchase price adjustments of $0.1 million. The Partnership accounted for this acquisition as an acquisition of a business. The purchase price of the acquisition has
been allocated to the identifiable assets acquired. The allocation of the purchase price to acquired identifiable assets was based on their fair values at the date of
acquisition.
F-44
Table of Contents
Revenue and Profit Contributions
Since the Carmen Knutsen acquisition date, the business contributed revenues of $8.4 million and net income of $2.5 million to the Partnership for the period
from August 1, 2013 to December 31, 2013.
Pro forma financial information – Ingrid Knutsen and Dan Sabia
The table below shows comparative summarized consolidated pro forma financial information for the Partnership for the years ended December 31, 2015,
2014 and 2013, giving effect to the Partnership’s acquisition and financing of the Dan Sabia and the Ingrid Knutsen as if these acquisitions had taken place on
January 1, 2013 and January 1, 2014, respectively. The Ingrid Knutsen was under construction and not operational during the year ended December 31, 2013. As a
result, the Partnership has evaluated that had the acquisition of the Ingrid Knutsen been consummated as of January 1, 2013, pro forma revenue and net income for
the year ended December 31, 2013 attributable to the Ingrid Knutsen would be immaterial.
(U.S. Dollars in thousands)
Revenue
Net income
Unaudited 2015
173,116
$
43,810
Unaudited 2014
138,702
$
30,395
Unaudited 2013
83,349
$
18,482
Included in the pro forma adjustments are depreciation related to the purchase price allocation performed on the acquired identifiable assets as if the
acquisitions had taken place on January 1, 2013 for the Dan Sabia and January 1, 2014 for the Ingrid Knutsen . In addition, the pro forma adjustments reflect new
capital structure and changes in guarantors as if the acquisitions had taken place from the date of delivery of the vessels.
Pro forma financial information – Hilda Knutsen, Torill Knutsen and Dan Cisne
The table below shows comparative summarized consolidated pro forma financial information for the Partnership for the years ended December 31, 2014
and 2013, giving effect to the Partnership’s acquisition and financing of the Dan Cisne, the Hilda Knutsen and the Torill Knutsen as if these acquisitions had taken
place on January 1, 2013. The Dan Cisne, the Hilda Knutsen and the Torill Knutsen were delivered September 14, 2011, August 5, 2013 and November 4, 2013,
respectively.
(U.S. Dollars in thousands)
Revenue
Net income
Unaudited 2014
145,524
$
36,621
$
Unaudited 2013
106,616
$
23,209
$
Included in the pro forma adjustments are depreciation related to the purchase price allocation performed on the acquired identifiable assets as if the
acquisitions had taken place on January 1, 2013. In addition, the pro forma adjustments reflect new capital structure and changes in guarantors as if the acquisitions
had taken place from date of delivery of the vessels.
Pro forma financial information – Carmen Knutsen
The table below shows comparative summarized consolidated pro forma financial information for the Partnership for the year ended December 31, 2013,
giving effect to the Partnership’s acquisition and financing of the Carmen Knutsen if this acquisition had taken place on January 1, 2013. The Carmen Knutsen was
delivered on January 2, 2013.
F-45
Table of Contents
(U.S. Dollars in thousands)
Revenue
Net income
Unaudited 2013
84,037
$
16,695
$
Included in the pro forma adjustments are depreciation related to the purchase price allocation performed on the acquired identifiable assets as if the
acquisition had taken place on January 1, 2013. In addition, the pro forma adjustments include finance expenses related to the increased borrowings as if the
acquisitions had taken place from date of delivery of the vessel.
23) Equity Offerings
(U.S. Dollars in thousands)
Gross proceeds received (1)
Less: Underwriters’ discount
Less: Offering expenses
Net proceeds received
(1)
Includes General Partner’s 2% proportional capital contribution
2015
$121,224
4,300
293
116,631
2014
$152,014
4,991
340
146,683
On June 2, 2015, the Partnership sold 5,000,000 common units, representing limited partner interests, in an underwritten public offering (the “June 2015
Offering”). In connection with the June 2015 Offering, the General Partner contributed a total of $2.4 million in order to maintain its 2% general partner interest in
the Partnership. The Partnership’s total net proceeds from the June 2015 Offering and the related General Partner’s contribution were $116.6 million.
The Partnership used the net proceeds from the June 2015 Offering to fund the cash portion of the purchase price of the company that owns and operates the
Dan Sabia and to repay the Revolving Credit Facility, the $12.0 million Seller’s Credit and $7.5 million of the Dan Sabia Facility.
On June 27, 2014, the Partnership sold 4,600,000 common units, representing limited partner interests, in an underwritten public offering and granted the
underwriters a 30-day option to purchase an additional 690,000 common units. In connection with this closing, the General Partner contributed $2.7 million in
order to maintain its 2% general partner interest in the Partnership.
In connection with the partial exercises by the underwriters of their option to purchase additional common units, on July 14, 2014 and July 24, 2014, the
Partnership issued and sold 150,000 common units and 490,000 common units, respectively, and the General Partner made an additional $0.4 million aggregate
capital contribution to the Partnership in order to maintain its 2% general partner interest in the Partnership. The Partnership’s total net proceeds from the public
offering and the related General Partner’s contribution were $146.7 million as of December 31, 2014. The Partnership used the net proceeds from the offering and
related capital contribution by the General Partner to fund the cash portion of the purchase prices of the Hilda Knutsen and the Torill Knutsen and for general
partnership purposes.
24) Unit Activity
The following table shows the movement in the number of common units, subordinated units and general partner units during the years ended December 31,
2015, 2014 and 2013:
(in units)
April 2013, Initial Public Offering (IPO)
December 31, 2013
June 2014
July 2014
December 31, 2014
June 2015
Repurchase program
December 31, 2015
Common Units
8,567,500
8,567,500
4,600,000
640,000
13,807,500
5,000,000
(180,906)
18,626,594
Subordinated
Units
8,567,500
8,567,500
—
—
8,567,500
—
—
8,567,500
General Partner
Units
349,694
349,694
93,877
13,062
456,633
102,041
—
558,674
F-46
Table of Contents
On August 12, 2015, the Partnership’s board of directors authorized a program for the Partnership to repurchase up to 666,667 of its common units. The
board of directors of the General Partner concurrently authorized the General Partner to purchase up to 333,333 common units of the Partnership.
All purchases will be made pursuant to a single program and will be allocated approximately two-thirds to the Partnership and one-third to the General
Partner. The program will conclude by August 31, 2016. There is no obligation to purchase any specific number of common units and the program may be
modified, suspended, extended or terminated at any time. Common units repurchased by the Partnership under the program have been cancelled.
As of December 31, 2015, the Partnership and the General Partner had purchased 180,906 and 90,368 common units, respectively, at an average purchase
price of $12.71 per unit.
25) Subsequent Events
The Partnership has evaluated subsequent events from the balance sheet date through March 18, 2016, the date at which the audited consolidated and
combined carve-out financial statements were available to be issued, and determined that there are no other items to disclose, except as follows:
On February 15, 2016, the Partnership paid a quarterly cash distribution of $0.52 per unit with respect to the quarter ended December 31, 2015. The
aggregate amount of the paid distribution was $15.0 million.
F-47
SHIP MANAGEMENT AGREEMENT
THE BALTIC AND INTERNATIONAL
MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: “SHIPMAN 98”
Exhibit 4.11
PART 1
1. Date of Agreement
Name of Vessel
28.10.2010 (Agreement started from 01.12.2006)
M/T Fortaleza Knutsen
2. Owners (name, place of registered office and law of registry) ( Cl. 1 )
3. Managers (name, place of registered office and law of registry) ( Cl. 1 )
Name
Knutsen Shuttle tanker XII KS
Place of registered office
Smedasundet 40, 5529 Haugesund
Law of registry
Norway
4. Day and year of commencement of Agreement (Cl. 2)
01.12.2006
5. Crew Management (state “yes” or “no” as agreed)
Cl. 3.1)
Name
Knutsen OAS Shipping AS
Place of registered office
Smedasundet 40, 5529 Haugesund
Law of registry
Norway
6. Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)
No
No
7. Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)
8. Insurance Arrangements (state “yes” or “no” as agreed (Cl. 3.4)
No
No (Attachment 1)
9. Accounting Services (state “yes” or “no” as agreed)
(Cl. 3.5)
10. Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)
Yes
No (Attachment 1)
11. Provisions (state “yes” or “no” as agreed) (Cl. 3.7)
12. Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)
No
No
13. Chartering Services Period (only to be filled in if “yes” stated in Box 7)
(Cl. 3.3(i))
14. Owners’ insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)
No
No (attachment 1)
15. Annual Management Fee (state annual amount) (Cl. 8.1)
16. Severance Costs (state maximum amount) (Cl. 8.4(ii))
NOK 220.000 to be escalated by 4% first time 01.01.2012.
See new clause 21.
17. Day and year of termination of Agreement (Cl. 17)
18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; 19.3 place of
arbitration must be stated) (Cl. 19)
19. Notices (state postal and cable address, telex and telefax number for
serving notice and communication to the Owners )
(Cl. 20)
20. Notices (state postal and cable address, telex and telefax number for
serving notice and communications to the Managers ) (Cl. 20)
Knutsen Shuttle Tankers XII KS
Smedasundet 40, Postbox 2017
5504 Haugesund
Tlf 52 70 40 00 Fax 52 70 40 40
Knutsen OAS Shipping AS
Smedasundet 40, Postbox 2017
5504 Haugesund
Tlf 52 70 40 00 Fax 52 70 40 40
It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes
“A” (Details of Vessel), “B” (Details of Crew) and “D” (Associated Vessels) attached hereto, shall be performed subject to the conditions contained herein. In the
event of a conflict of conditions, the provisions of PART I and Annexes “A” and “B” , “C” and “D” shall prevail over those of PART II to the extent of such
conflict but no further.
Signature(s) (Owners)
Knutsen Shuttle Tankers XII KS
/s/ T RYGVE S EGLEM
Signature(s) (Managers)
Knutsen OAS Shipping AS
/s/ T RYGVE S EGLEM
PART II
“Shipman 98” Standard Ship Management Agreement
1. Definitions
In this Agreement, save where the context otherwise requires, the
following words and expressions shall have the meanings hereby
assigned to them.
“Owners” means the party identified in Box 2.
“Managers” means the party identified in Box 3.
“Vessel” means the vessel or vessels, details of which are set out
in Annex “A” attached hereto.
“Crew” means the Master, officers and ratings of the numbers,
rank and nationality specified in Annex “B” attached hereto.
“Crew Support Costs” means all expenses of a general nature
which are not particularly referable to any individual vessel for the
time being managed by the Managers and which are incurred by
the Managers for the purpose of providing an efficient and
economic management service and, without prejudice to the
generality of the foregoing, shall include the cost of crew standby
pay, training schemes for officers and ratings, cadet training
schemes, sick pay, study pay, recruitment and interviews.
“Severance Costs” means the costs which the employers are
legally obliged to pay to or in respect of the Crew as a result of the
early termination of any employment contract for service on the
Vessel.
“Crew Insurances” means insurances against crew risks which
shall include but not be limited to death, sickness, repatriation,
injury, shipwreck unemployment indemnity and loss of personal
effects.
(ii) ensuring that the applicable requirements of the law of the
flag of the Vessel are satisfied in respect of manning
levels, rank, qualification and certification of the Crew and
employment regulations including Crew’s tax, social
insurance, discipline and other requirements;
(iii) ensuring that all members of the Crew have passed a
medical examination with a qualified doctor certifying that
they are fit for the duties for which they are engaged and
are in possession of valid medical certificates issued in
accordance with appropriate flag State requirements. In the
absence of applicable flag State requirements the medical
certificate shall be dated not more than three months prior
to the respective Crew members leaving their country of
domicile and maintained for the duration of their service
on board the Vessel;
(iv) ensuring that the Crew shall have a command of the
English language of a sufficient standard to enable them to
perform their duties safely;
(v) arranging transportation of the Crew, including
repatriation;
(vi) training of the Crew and supervising their efficiency;
(vii) conducting union negotiations;
(viii) operating the Managers’ drug and alcohol policy unless
otherwise agreed.
3.2 Technical Management
(only applicable if agreed according to Box 6)
“Management Services” means the services specified in sub-
clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.
The Managers shall provide technical management, which
includes, but is not limited to, the following functions:
“ISM Code” means the International Management Code for the
Safe Operation of Ships and for Pollution Prevention as adopted by
the International Maritime Organization (IMO) by resolution
A.741(18) or any subsequent amendment thereto.
“STCW 95” means the International Convention on Standards of
Training, Certification and Watchkeeping for Seafarers, 1978, as
amended in 1995 or any subsequent amendment thereto.
2. Appointment of Managers
With effect from the day and year stated in Box 4 and continuing
unless and until terminated as provided herein, the Owners hereby
appoint the Managers, and the Managers hereby agree to act, as the
Managers of the Vessel.
3. Basis of Agreement
Subject to the terms and conditions herein provided, during the
period of this Agreement, the Managers shall carry out
Management Services in respect of the Vessel as agents for and on
behalf of the Owners. The Managers shall have authority to take
such actions they may from time to time in their absolute discretion
consider to be necessary to enable them to perform this Agreement
in accordance with sound ship management practice.
(i) provision of competent personnel to supervise the
maintenance and general efficiency of the Vessel;
(ii) arrangement and supervision of dry dockings, repairs,
alterations and the upkeep of the Vessel to the standards
required by the Owners, provided that the Managers shall
be entitled to incur the necessary expenditure to ensure that
the Vessel will comply with the law of the flag of the
Vessel and of the places where she trades, and all
requirements and recommendations of the classification
society;
(iii) arrangement of the supply of necessary stores, spares and
lubricating oil;
(iv) appointment of surveyors and technical consultants as the
Managers may consider from time to time to be necessary;
(v) development, implementation and maintenance of a Safety
Management System (SMS) in accordance with the ISM
Code (see sub-clauses 4.2 and 5.3).
3.3 Commercial Management
(only applicable if agreed according to Box 7)
The Managers shall provide the commercial operation of the
3.1 Crew Management
(only applicable if agreed according to Box 5)
The Managers shall provide suitably qualified Crew for the Vessel
as required by the Owners in accordance with the STCW 95
requirements, provision of which includes but is not limited to the
following functions:
(i) selecting and engaging the Vessel’s Crew, including payroll
arrangements, pension administration, and insurances for the
Crew other than those mentioned in Clause 6;
Vessel, as required by the Owners, which includes, but is not
limited to, the following functions:
(i) providing chartering services in accordance with the
Owners’ instructions which include, but are not limited to,
seeking and negotiating employment for the Vessel and the
conclusion (including the execution thereof) of charter
parties or other contracts relating to the employment of the
Vessel. If such a contract exceeds the period stated in Box
13, consent thereto in writing shall first be obtained from
the Owners.
(ii) arranging of the proper payment to Owners or their
nominees of all hire and/or freight revenues or other
moneys of whatsoever nature to which Owners may be
entitled arising out of the employment of or otherwise in
connection with the Vessel.
PART II
“Shipman 98” Standard Ship Management Agreement
(iii) providing voyage estimates and accounts and calculating
of hire, freights, demurrage and/or despatch moneys due
from or due to the charterers passengers of the Vessel;
(iv) issuing of voyage instructions;
(v) appointing agents;
(vi) appointing stevedores;
(vii ) arranging surveys associated with the commercial
operation of the Vessel.
3.4 Insurance Arrangements
(only applicable if agreed according to Box 8)
The Managers shall arrange insurances in accordance with Clause
6, on such terms and conditions as the Owners shall have
instructed or agreed, in particular regarding conditions, insured
values, deductibles and franchises.
3.5 Accounting Services
(only applicable if agreed according to Box 9)
The Managers shall:
(i) establish an accounting system which meets the
requirements of the Owners and provide regular
accounting services, supply regular reports and records,
(ii ) maintain the records of all costs and expenditure incurred
as well as data necessary or proper for the settlement of
accounts between the parties.
3.6 Sale or Purchase of the Vessel
(only applicable if agreed according to Box 10)
The Managers shall, in accordance with the Owners’ instructions,
supervise the sale or purchase of the Vessel, including the
performance of any sale or purchase agreement, but not
negotiation of the same.
3.7 Provisions (only applicable if agreed according to Box 11)
The Managers shall arrange for the supply of provisions.
3.8 Bunkering (only applicable if agreed according to Box 12)
The Managers shall arrange for the provision of bunker, of the
quality specified by the Owners as required for the Vessel’s trade.
4. Managers’ Obligations
4.1 The Managers undertake to use their best endeavours to
provide the agreed Management Services as agents for and on
behalf of the Owners in accordance with sound ship management
practice and to protect and promote the interests of the Owners in
all matters relating to the provision of services hereunder.
Provided, however, that the Managers in the performance of their
5. Owners’ Obligations
5.1 The Owners shall pay all sums due to the Managers
punctually in accordance with the terms of this Agreement.
5.2 Where the Managers are providing Technical Management in
accordance with sub-clause 3.2, the Owners shall:
(i) procure that all officers and ratings supplied by them or on
their behalf comply with the requirements of STCW 95;
(ii) instruct such officers and ratings to obey all reasonable
orders of the Managers in connection with the operation of
the Managers’ safety management system.
5.3 Where the Managers are not providing Technical
Management in accordance with sub-clause 3.2, the Owners shall
procure that the requirements of the law of the flag of the Vessel
are satisfied and that they, or such other entity as may be
appointed by them and identified to the Managers, shall be
deemed to be the “Company” as defined by the ISM Code
assuming the responsibility for the operation of the Vessel and
taking over the duties and responsibilities imposed by the ISM
Code when applicable.
6. Insurance Policies
The Owners shall procure, whether by instructing the Managers
under sub-clause 3.4 or otherwise, that throughout the period of
this Agreement:
6.1 at the Owners’ expense, the Vessel is insured for not less than
her sound market value or entered for her full gross tonnage, as
the case may be for:
(i) usual hull and machinery marine risks (including crew
negligence) and excess liabilities;
(ii) protection and indemnity risks (including pollution risks
and Crew Insurances); and
(iii ) war risks (including protection and indemnity and crew
risks) in accordance with the best practice of prudent
owners of vessels of a similar type to the Vessel, with first
class insurance companies, underwriters or associations
(“the Owners’ Insurances”);
6.2 all premiums and calls on the Owners’ Insurances are paid
promptly by their due date,
6.3 the Owners’ Insurances name the Managers and, subject to
underwriters’ agreement, any third party designated by the
Managers as a joint assured, with full cover, with the Owners
obtaining cover in respect of each of the insurances specified in
sub-clause 6.1:
(i) on terms whereby the Managers and any such third party
are liable in respect of premiums or calls arising in
connection with the Owners’ Insurances; or
management responsibilities under this Agreement shall be
entitled to have regard to their overall responsibility in relation to
all vessels as may from time to time be entrusted to their
management and in particular, but without prejudice to the
generality of the foregoing, the Managers shall be entitled to
allocate available supplies, manpower and services in such
manner as in the prevailing circumstances the Managers in their
absolute discretion consider to be fair and reasonable.
4.2 Where the Managers are providing Technical Management in
accordance with sub-clause 3.2, they shall procure that the
requirements of the law of the flag of the Vessel are satisfied and
they shall in particular be deemed to be the “Company” as
defined by the ISM Code, assuming the responsibility for the
operation of the Vessel and taking over the duties and
responsibilities imposed by the ISM Code when applicable.
(ii) if reasonably obtainable, on terms such that neither the
Managers nor any such third party shall be under any
liability in respect of premiums or calls arising in
connection with the Owners’ Insurances; or
(iii ) on such other terms as may be agreed in writing.
Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left
blank then (i) applies
6.4 written evidence is provided, to the reasonable satisfaction of
the Managers, of their compliance with their obligations under
Clause 6 within a reasonable time of the commencement of the
Agreement, and of each renewal date and, if specifically
requested, of each payment date of the Owners’ Insurances.
7. Income Collected and Expenses Paid on Behalf of Owners
7.1 All moneys collected by the Managers under the terms of this
Agreement (other than moneys payable by the Owners to the
Managers) and any interest thereon shall be held to the credit of
the Owners in a separate bank account.
PART II
“Shipman 98” Standard Ship Management Agreement
7.2 All expenses incurred by the Managers under the terms of this
Agreement on behalf of the Owners (including expenses as
provided in Clause 8) may be debited against the Owners in the
account referred to under sub-clause 7.1 but shall in any event
remain payable by the Owners to the Managers on demand.
8. Management Fee
8.1 The Owners shall pay to the Managers for their services as
Managers under this Agreement an annual management fee as
stated in Box 15 which shall be payable, by equal monthly
instalments in advance, the first instalment being payable on the
commencement of this Agreement (see Clause 2 and Box 4) and
subsequent instalments being payable every month.
8.2 The management fee shall be subject to an annual review on
the anniversary date of the Agreement and the proposed fee shall
be presented in the annual budget referred to in sub-clause 9.1.
8.3 The Managers shall, at no extra cost to the Owners, provide
their own office accommodation, office staff, facilities and
stationery. Without limiting the generality of Clause 7 the
Owners shall reimburse the Managers for postage and
communication expenses, travelling expenses, and other out of
pocket expenses properly incurred by the Managers in pursuance
of the Management Services.
8.4 In the event of the appointment of the Managers being
terminated by the Owners or the Managers in accordance with the
provisions of Clauses 17 and 18 other than by reason of default
by the Managers, or if the Vessel is lost, sold or otherwise
disposed of, the “management fee” payable to the Managers
according to the provisions of sub-clause 8.1, shall continue to be
payable for a further period of three calendar months as from the
termination date. In addition, provided that the Managers provide
Crew for the Vessel in accordance with sub-clause 3.1:
(i) the Owners shall continue to pay Crew Support Costs
during the said further period of three calendar months and
(ii) the Owners shall pay an equitable proportion of any
Severance Costs which may materialize, not exceeding the
amount stated in Box 16.
8.5 If the Owners decide to lay-up the Vessel whilst this
Agreement remains in force and such lay-up lasts for more than
three months, an appropriate reduction of the management fee for
the period exceeding three months until one month before the
Vessel is again put into service shall be mutually agreed between
the parties.
8.6 Unless otherwise agreed in writing all discounts and
commissions obtained by the Managers in the course of the
management of the Vessel shall be credited to the Owners.
9. Budgets and Management of Funds
9.1 The Managers shall present to the Owners annually a budget
for the following twelve months in such form as the Owners
require. The budget for the first year hereof is set out in Annex
“C” hereto. Subsequent annual budgets shall be prepared by the
Managers and submitted to the Owners by 15 November each
year not less than three months before the anniversary date of the
commencement of this Agreement (see Clause 2 and Box 4).
9.2 The Owners shall indicate to the Managers their acceptance
and approval of the annual budget within one month of
presentation and in the absence of any such indication the
Managers shall be entitled to assume that the Owners have
accepted the proposed budget.
9.3 Following the agreement of the budget, the Managers shall
prepare and present to the Owners their estimate of the working
capital requirement of the Vessel and the Managers shall each
month update this estimate. Based thereon, the Managers shall
each month request the Owners in writing for the funds required
to run the Vessel for the ensuing month, including the payment of
any occasional or extraordinary item of expenditure, such as
emergency repair costs, additional insurance premiums, bunkers
or provisions. Such funds shall be received by the Managers
within ten running days after the receipt by the Owners of the
Managers’ written request and shall be held to the credit of the
Owners in a separate bank account.
9.4 The Managers shall produce a comparison between budgeted
and actual income and expenditure of the Vessel, in such form as
required by the Owners, monthly or at such other intervals as
mutually agreed.
9.5 Notwithstanding anything contained herein to the contrary,
the Managers shall in no circumstances be required to use or
commit their own funds to finance the provision of the
Management Services.
10. Managers’ Right to Sub-Contract
The Managers shall not have the right to sub-contract any of their
obligations hereunder, including those mentioned in sub-
clause 3.1, without the prior written consent of the Owners,
which shall not be unreasonably withheld. In the event of such a
sub-contract, the Managers shall remain fully liable for the due
performance of their obligations under this Agreement.
11. Responsibilities
11.1 Force
Majeure
- Neither the Owners nor the Managers shall
be under any liability for any failure to perform any of their
obligations hereunder by reason of any cause whatsoever of any
nature or kind beyond their reasonable control.
11.2 Liability
to
Owners
- (i) Without prejudice to sub-clause
11.1, the Managers shall be under no liability whatsoever to the
Owners for any loss, damage, delay or expense of whatsoever
nature, whether direct or indirect, (including but not limited to
loss of profit arising out of or in connection with detention of or
delay to the Vessel) and howsoever arising in the course of
performance of the Management Services UNLESS same is
proved to have resulted solely from the negligence, gross
negligence or wilful default of the Managers or their employees,
or agents or sub-contractors employed by them in connection
with the Vessel, in which case (save where loss, damage, delay or
expense has resulted from the Managers’ personal act or omission
committed with the intent to cause same or recklessly and with
knowledge that such loss, damage, delay or expense would
probably result) the Managers’ liability for each incident or series
of incidents giving rise to a claim or claims shall never exceed; a
total of ten times the annual management fee payable hereunder.
(ii) Notwithstanding anything that may appear to the contrary in
this Agreement, the Managers shall not be liable for any of the
actions of the Crew, even if such actions are negligent, grossly
negligent or wilful, except only to the extent that they are shown
to have resulted from a failure by the Managers to discharge their
obligations under sub-clause 3.1, in which case their liability
shall be limited in accordance with the terms of this Clause 11.
PART II
“Shipman 98” Standard Ship Management Agreement
11.3 Indemnity
- Except to the extent and solely for the amount
therein set out that the Managers would be liable under sub-
clause 11.2, the Owners hereby undertake to keep the Managers
and their employees, agents and sub-contractors indemnified and
to hold them harmless against all actions, proceedings, claims,
demands or liabilities whatsoever or howsoever arising which
may be brought against them or incurred or suffered by them
arising out of or in connection with the performance of the
Agreement, and against and in respect of all costs, losses,
damages and expenses (including legal costs and expenses on a
full indemnity basis) which the Managers may suffer or incur
(either directly or indirectly) in the course of the performance of
this Agreement.
11.4 “Himalaya” - It is hereby expressly agreed that no
employee or agent of the Managers (including every sub-
contractor from time to time employed by the Managers) shall in
any circumstances whatsoever be under any liability whatsoever
to the Owners for any loss, damage or delay of whatsoever kind
arising or resulting directly or indirectly from any act, neglect or
default on his part while acting in the course of or in connection
with his employment and, without prejudice to the generality of
the foregoing provisions in this Clause 11, every exemption,
limitation, condition and liberty herein contained and every
right, exemption from liability, defence and immunity of
whatsoever nature applicable to the Managers or to which the
Managers are entitled hereunder shall also be available and shall
extend to protect every such employee or agent of the Managers
acting as aforesaid and for the purpose of all the foregoing
provisions of this Clause 11 the Managers are or shall be
deemed to be acting as agent or trustee on behalf of and for the
benefit of all persons who are or might be their servants or
agents from time to time (including sub-contractors as aforesaid)
and all such persons shall to this extent be or be deemed to be
parties to this Agreement.
12. Documentation
Where the Managers are providing Technical Management in
accordance with sub-clause 3.2 and/or Crew Management in
accordance with sub-clause 3.1, they shall make available, upon
Owners’ request, all documentation and records related to the
Safety Management System (SMS) and/or the Crew which the
Owners need in order to demonstrate compliance with the ISM
Code and STCW 95 or to defend a claim against a third party.
13. General Administration
13.1 The Managers shall handle and settle all claims arising out
of the Management Services hereunder and keep the Owners
informed regarding any incident of which the Managers become
aware which gives or may give rise to claims or disputes
involving third parties.
13.2 The Managers shall, as instructed by the Owners, bring or
defend actions, suits or proceedings in connection with matters
entrusted to the Managers according to this Agreement.
13.3 The Managers shall also have power to obtain legal or
technical or other outside expert advice in relation to the
handing and settlement of claims and disputes or all other
matters affecting the interests of the Owners in respect of the
Vessel.
13.4 The Owners shall arrange for the provision of any
necessary guarantee bond or other security.
13.5 Any costs reasonably incurred by the Managers in carrying
out their obligations according to Clause 13 shall be reimbursed
14. Auditing
The Managers shall at all times maintain and keep true and
correct accounts and shall make the same available for
inspection and auditing by the Owners at such times as may be
mutually agreed. On the termination, for whatever reasons, of
this Agreement, the Managers shall release to the Owners, if so
requested, the originals where possible, or otherwise certified
copies, of all such accounts and all documents specifically
relating to the Vessel and her operation.
15. Inspection of Vessel
The Owners shall have the right at any time after giving
reasonable notice to the Managers to inspect the Vessel for any
reason they consider necessary.
16. Compliance with Laws and Regulations
The Managers will not do or permit to be done anything which
might cause any breach or infringement of the laws and
regulations of the Vessel’s flag, or of the places where she
trades.
17. Duration of the Agreement
This Agreement shall come into effect on the day and year stated
in Box 4 and shall continue until the date stated in Box 17.
Thereafter it shall continue until terminated by either party
giving to the other notice in writing, in which event the
Agreement shall terminate upon the expiration of a period of
three months from the date upon which such notice was given.
18. Termination
18.1 Owners’
Default
(i) The Managers shall be entitled to terminate the
Agreement with immediate effect by notice in writing if
any moneys payable by the Owners under this Agreement
and/or the owners of any associated vessel, details of
which are listed in Annex “D”, shall not have been
received in the Managers’ nominated account within ten
running days of receipt by the Owners of the Manager’s
written request or if the Vessel is repossessed by the
Mortgagees.
(ii) If the Owners:
(a) fail to meet their obligations under sub-clauses 5.2
and 5.3 of this Agreement for any reason within their
control, or
(b) proceed with the employment of or continue to
employ the Vessel in the carriage of contraband,
blockade running, or an unlawful trade, or on a
voyage which in the reasonable opinion of the
Managers is unduly hazardous or improper,
the Managers may give notice of the default to the Owners,
requiring them to remedy it as soon as practically possible.
In the event that the Owners fail to remedy it within a
reasonable time to the satisfaction of the Managers, the
Managers shall be entitled to terminate the Agreement with
immediate effect by notice in writing.
18.2 Managers’
Default
If the Managers fail to meet their obligations under Clauses 3
and 4 of this Agreement for any reason within the control of the
Managers, the Owners may give notice to the Managers of the
by the Owners.
default, requiring them to remedy it as soon as practically
possible. In the event that the Managers fail to remedy it within
a reasonable time to the satisfaction of the Owners, the Owners
shall be entitled to terminate the Agreement with immediate
effect by notice in writing.
PART II
“Shipman 98” Standard Ship Management Agreement
19.2 This Agreement shall be governed by and construed in
accordance with Title 9 of the United States Code and the Maritime
Law of the United States and any dispute arising out of or in
connection with this Agreement shall be referred to three persons at
New York, one to be appointed by each of the parties hereto, and the
third by the two so chosen; their decision or that of any two of them
shall be final, and for the purposes of enforcing any award, judgement
may be entered on an award by any court of competent jurisdiction.
The proceedings shall be conducted in accordance with the rules of
the Society of Maritime Arbitrators, Inc.
In cases where neither the claim nor any counterclaim exceeds the
sum of USD 50,000 (or such other sum as the parties may agree) the
arbitration shall be conducted in accordance with the Shortened
Arbitration Procedure of the Society of Maritime Arbitrators, Inc.
current at the time when the arbitration proceedings are commenced.
19.3 This Agreement shall be governed by and construed in
accordance with the laws of the place mutually agreed by the parties
and any dispute arising out of or in connection with this Agreement
shall be referred to arbitration at a mutually agreed place, subject to
the procedures applicable there.
19.4 If Box 18 in Part I is not appropriately filled in, sub-clause 19.1
of this Clause shall apply.
Note: 19.1, 19.2 and 19.3 are alternatives; indicate alternative
agreed in Box 18.
20. Notices
20.1 Any notice to be given by either party to the other party shall be
in writing and may be sent by fax, telex, registered or recorded mail
or by personal service.
20.2 The address of the Parties for service of such communication
shall be as stated in Boxes 19 and 20, respectively.
18.3 Extraordinary
Termination
This Agreement shall be deemed to be terminated in the case of the
sale of the Vessel or if the Vessel becomes a total loss or is declared
as a constructive or compromised or arranged total loss or is
requisitioned.
18.4 For the purpose of sub-clause 18.3 hereof
(i) the date upon which the Vessel is to be treated as having been
sold or otherwise disposed of shall be the date on which the
Owners cease to be registered as Owners of the Vessel;
(ii) the Vessel shall not be deemed to be lost unless either she has
become an actual total loss or agreement has been reached with
her underwriters in respect of her constructive, compromised or
arranged total loss or if such agreement with her underwriters is
not reached it is adjudged by a competent tribunal that a
constructive loss of the Vessel has occurred.
18.5 This Agreement shall terminate forthwith in the event of an order
being made or resolution passed for the winding up, dissolution,
liquidation or bankruptcy of either party (otherwise than for the
purpose of reconstruction or amalgamation) or if a receiver is
appointed, or if it suspends payment, ceases to carry on business or
makes any special arrangement or composition with its creditors.
18.6 The termination of this Agreement shall be without prejudice to
all rights accrued due between the parties prior to the date of
termination.
19. Law and Arbitration
19.1 This Agreement shall be governed by and construed in
accordance with English law and any dispute arising out of or in
connection with this Agreement shall be referred to arbitration in
London in accordance with the Arbitration Act 1996 or any statutory
modification or re-enactment thereof save to the extent necessary to
give effect to the provisions of this Clause.
The arbitration shall be conducted in accordance with the London
Maritime Arbitrators Association (LMAA) Terms current at the time
when the arbitration proceedings are commenced.
The reference shall be to three arbitrators. A party wishing to refer a
dispute to arbitration shall appoint its arbitrator and send notice of
such appointment in writing to the other party requiring the other
party to appoint its own arbitrator within 14 calendar days of that
notice and stating that it will appoint its arbitrator as sole arbitrator
unless the other party appoints its own arbitrator and gives notice that
it has done so within the 14 days specified. If the other party does not
appoint its own arbitrator and give notice that it has done so within
the 14 days specified, the party referring a dispute to arbitration may,
without the requirement of any further prior notice to the other party,
appoint its arbitrator as sole arbitrator and shall advise the other party
accordingly. The award of a sole arbitrator shall be binding on both
parties as if he had been appointed by agreement.
Nothing herein shall prevent the parties agreeing in writing to vary
these provisions to provide for the appointment of a sole arbitrator.
In cases where neither the claim nor any counterclaim exceeds the
sum of €50,000 (or such other sum as the parties may agree) the
arbitration shall be conducted in accordance with the LMAA Small
Claims Procedure current at the time when the arbitration proceedings
are commenced.
ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”
Date of Agreement:
Name of Vessel(s):
Particulars of Vessel(s):
01.12.2006
NB 255 Shuttle Cosco Nantong
Shuttle Tanker
KNUTSEN SHUTTLE TANKERS XII KS
New clause 21.
The Manager shall provide administration service and technical supervision during the construction of the NB 255 from this day until delivery from Cosco
Nantong, Kina.
The Owner shall pay the Manager for the services rendered as follows:
01.01.2010
01.04.2010
01.07.2010
01.10.2010
Total
All capital and direct expenditures shall be at Owners cost.
NOK
NOK
NOK
NOK
3.000.000
3.000.000
4.000.000
4.000.000
NOK
14.000.000
Date of Agreement 01.12.2006 – Re: NB 255 Shuttle Cosco Nantong
Clauses
Clause 17
This Agreement shall come into effect on the day stated in Box 4 and shall continue until terminated by either party giving to the other notice in writing, in which
event the Agreement shall terminate upon the expiration of a period of six moth from the date upon which such notice was given.
The Owner may only terminate this Agreement if so decided in the Company meeting in accordance with the Company Agreement. Documentation for such
decision shall be presented to Manager along with the termination letter.
Clause 19
The Ship Management Agreement shall be governed by Norwegian Law and the parties accept Haugesund City Court as proper legal venue for the settlement of
any controversy or dispute that may arise in connection with, or as a result of this contract that cannot be resolved by mutual agreement between the parties hereto.
Addendum number 1 to the Standard Ship Management Agreement dated 28.10.2010
Re.: M/T Fortaleza Knutsen
With effect this addendum date a New Box 15 have been agreed to be:
USD 46 080 annual to be escalated by 6% annual, first time 01.01.2016
With effect from July 1 st 2012 KNOT Management AS will become new manager and a New Box 3 have been agreed to be:
Managers:
Name: KNOT Management AS
Place of registered office: Smedasundet 40, 5529 Haugesund, Norway
Law of registry: Haugesund, Norway
Haugesund, March 14 th 2016
/s/ T RYGVE S EGLEM
Knutsen OAS Shipping AS
Old Managers
By CEO Trygve Seglem
/s/ T RYGVE S EGLEM
Knutsen Knutsen Shuttle Tankers XII KS
Owners
By Chairman of the Board Trygve Seglem
/s/ T RYGVE S EGLEM
KNOT Management AS
New Managers
By CEO Trygve Seglem
SHIP MANAGEMENT AGREEMENT
THE BALTIC AND INTERNATIONAL
MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: “SHIPMAN 98”
Exhibit 4.12
PART 1
1. Date of Agreement
Name of Vessel
28.10.2010 (Agreement started from 01.12.2006)
M/T Recife Knutsen
2. Owners (name, place of registered office and law of registry) ( Cl. 1 )
3. Managers (name, place of registered office and law of registry) ( Cl. 1 )
Name
Knutsen Shuttle tanker XII KS
Place of registered office
Smedasundet 40, 5529 Haugesund
Law of registry
Norway
4. Day and year of commencement of Agreement (Cl. 2)
01.12.2006
5. Crew Management (state “yes” or “no” as agreed)
(Cl. 3.1)
Name
Knutsen OAS Shipping AS
Place of registered office
Smedasundet 40, 5529 Haugesund
Law of registry
Norway
6. Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)
No
No
7. Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)
8. Insurance Arrangements (state “yes” or “no” as agreed (Cl. 3.4)
No
No (Attachment 1)
9. Accounting Services (state “yes” or “no” as agreed)
(Cl. 3.5)
10. (Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)
Yes
No (Attachment 1)
11. Provisions (state “yes” or “no” as agreed) (Cl. 3.7)
12. Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)
No
No
13. Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl.
3.3(1))
14. Owners’ insurance (state alternative (i), (ii) or (iii) of Cl. 6.3))
No
No (attachment 1)
15. Annual Management Fee (state annual amount) (Cl. 8.1)
16. Severance Costs (state maximum amount) (Cl. 8.4(ii))
NOK 220.000 to be escalated by 4% first time 01.01.2012.
See new clause 21.
17. Day and year of termination of Agreement (Cl. 17)
18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place
of arbitration must be stated) (Cl. 19)
19. Notices (state postal and cable address, telex and telefax number for serving
notice and communication to the Owners )
(Cl. 20)
20. Notices (state postal and cable address, telex and telefax number for
serving notice and communications to the Managers ) (Cl. 20)
Knutsen Shuttle Tankers XII KS
Smedasundet 40, Postbox 2017
5504 Haugesund
Tlf 52 70 40 00 Fax 52 70 40 40
Knutsen OAS Shipping AS
Smedasundet 40, Postbox 2017
5504 Haugesund
Tlf 52 70 40 00 Fax 52 70 40 40
It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes
“A” (Details of Vessel), “B” (Details of Crew) and “D” (Associated Vessels) attached hereto, shall be performed subject to the conditions contained herein. In the
event of a conflict of conditions, the provisions of PART I and Annexes “A” and “B” , “C” and “D” shall prevail over those of PART II to the extent of such
conflict but no further.
Signature(s) (Owners)
Knutsen Shuttle Tankers XII KS
/s/ T RYGVE S EGLEM
Signature(s) (Managers)
Knutsen OAS Shipping AS
/s/ T RYGVE S EGLEM
PART II
“Shipman 98” Standard Ship Management Agreement
1. Definitions
In this Agreement, save where the context otherwise requires,
the following words and expressions shall have the meanings
hereby assigned to them.
“ Owners ” means the party identified in Box 2.
“ Managers ” means the party identified in Box 3.
“ Vessel ” means the vessel or vessels, details of which are set
out in Annex “A” attached hereto.
“ Crew ” means the Master, officers and ratings of the numbers,
rank and nationality specified in Annex “B” attached hereto.
“ Crew Support Costs ” means all expenses of a general nature
which are not particularly referable to any individual vessel for
the time being managed by the Managers and which are incurred
by the Managers for the purpose of providing an efficient and
economic management service and, without prejudice to the
generality of the foregoing, shall include the cost of crew
standby pay, training schemes for officers and ratings, cadet
training schemes, sick pay, study pay, recruitment and
interviews.
“ Severance Costs ” means the costs which the employers are
legally obliged to pay to or in respect of the Crew as a result of
the early termination of any employment contract for service on
the Vessel.
“ Crew Insurances ” means insurances against crew risks which
shall include but not be limited to death, sickness, repatriation,
injury, shipwreck unemployment indemnity and loss of personal
effects.
“ Management Services ” means the services specified in sub-
clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.
“ ISM Code ” means the International Management Code for the
Safe Operation of Ships and for Pollution Prevention as adopted
by the International Maritime Organization (IMO) by resolution
A.741(18) or any subsequent amendment thereto.
“ STCW 95 ” means the International Convention on Standards
of Training, Certification and Watchkeeping for Seafarers, 1978,
as amended in 1995 or any subsequent amendment thereto.
2. Appointment of Managers
With effect from the day and year stated in Box 4 and continuing
unless and until terminated as provided herein, the Owners
hereby appoint the Managers, and the Managers hereby agree to
act, as the Managers of the Vessel.
3. Basis of Agreement
Subject to the terms and conditions herein provided, during the
period of this Agreement, the Managers shall carry out
Management Services in respect of the Vessel as agents for and
on behalf of the Owners. The Managers shall have authority to
take such actions as they may from time to time in their absolute
discretion consider to be necessary to enable them to perform
this Agreement in accordance with sound ship management
practice.
3.1 Crew Management
manning levels, rank, qualification and certification of the
Crew and employment regulations including Crew’s tax,
social insurance, discipline and other requirements;
(iii) ensuring that all members of the Crew have passed a
medical examination with a qualified doctor certifying
that they are fit for the duties for which they are engaged
and are in possession of valid medical certificates issued
in accordance with appropriate flag State requirements. In
the absence of applicable flag State requirements the
medical certificate shall be dated not more than three
months prior to the respective Crew members leaving
their country of domicile and maintained for the duration
of their service on board the Vessel;
(iv) ensuring that the Crew shall have a command of the
English language of a sufficient standard to enable them
to perform their duties safely;
(v) arranging transportation of the Crew, including
repatriation;
(vi) training of the Crew and supervising their efficiency;
(vii) conducting union negotiations;
(viii) operating the Managers’ drug and alcohol policy unless
otherwise agreed.
3.2 Technical Management
(only applicable if agreed according to Box 6)
The Managers shall provide technical management, which
includes, but is not limited to, the following functions:
(i) provision of competent personnel to supervise the
maintenance and general efficiency of the Vessel;
(ii) arrangement and supervision of dry dockings, repairs,
alterations and the upkeep of the Vessel to the standards
required by the Owners, provided that the Managers shall
be entitled to incur the necessary expenditure to ensure
that the Vessel will comply with the law of the flag of the
Vessel and of the places where she trades, and all
requirements and recommendations of the classification
society.
(iii) arrangement of the supply of necessary stores, spares and
lubricating oil;
(iv) appointment of surveyors and technical consultants as the
Managers may consider from time to time to be
necessary;
(v) development, implementation and maintenance of a
Safety Management System (SMS) in accordance with the
ISM Code (see sub-clauses 4.2 and 5.3).
3.3 Commercial Management
(only applicable if agreed according to Box 7)
The Managers shall provide the commercial operation of the
Vessel, as required by the Owners, which includes, but is not
limited to, the following functions:
(i) providing chartering services in accordance with the
Owners’ instructions which include, but are not limited to,
(only applicable if agreed according to Box 5)
The Managers shall provide suitably qualified Crew for the
Vessel as required by the Owners in accordance with the STCW
95 requirements, provision of which includes but is not limited
to the following functions:
(i) selecting and engaging the Vessel’s Crew, including
payroll arrangements, pension administration, and
insurances for the Crew other than those mentioned in
Clause 6;
(ii) ensuring that the applicable requirements of the law of
the flag of the Vessel are satisfied in respect of
seeking and negotiating employment for the Vessel and
the conclusion (including the execution thereof) of charter
parties or other contracts relating to the employment of
the Vessel. If such a contract exceeds the period stated in
Box 13, consent thereto in writing shall first be obtained
from the Owners.
(ii) arranging of the proper payment to Owners or their
nominees of all hire and/or freight revenues or other
moneys of whatsoever nature to which Owners may be
entitled arising out of the employment of or otherwise in
connection with the Vessel.
(iii) providing voyage estimates and accounts and calculating
of hire, freights, demurrage and/or despatch moneys due
from or due to the charterers passengers of the Vessel;
PART II
“Shipman 98” Standard Ship Management Agreement
(iv) issuing of voyage instructions;
(v) appointing agents;
(vi) appointing stevedores;
(vii) arranging surveys associated with the commercial
operation of the Vessel.
3.4 Insurance Arrangements
(only applicable if agreed according to Box 8)
The Managers shall arrange insurances in accordance with
Clause 6, on such terms and conditions as the Owners shall have
instructed or agreed, in particular regarding conditions, insured
values, deductibles and franchises.
3.5 Accounting Services
(only applicable if agreed according to Box 9)
The Managers shall:
(i) establish an accounting system which meets the
requirements of the Owners and provide regular
accounting services, supply regular reports and records,
(ii) maintain the records of all costs and expenditure incurred
as well as data necessary or proper for the settlement of
accounts between the parties.
3.6 Sale or Purchase of the Vessel
(only applicable if agreed according to Box 10)
The Managers shall, in accordance with the Owners’
instructions, supervise the sale or purchase of the Vessel,
including the performance of any sale or purchase agreement,
but not negotiation of the same.
3.7 Provisions (only applicable if agreed according to Box 11)
The Managers shall arrange for the supply of provisions.
3.8 Bunkering (only applicable if agreed according to Box 12)
The Managers shall arrange for the provision of bunker, of the
quality specified by the Owners as required for the Vessel’s
trade.
4. Managers’ Obligations
4.1 The Managers undertake to use their best endeavours to
provide the agreed Management Services as agents for and on
behalf of the Owners in accordance with sound ship
(ii) instruct such officers and ratings to obey all reasonable orders
of the Managers in connection with the operation of the
Managers’ safety management system.
5.3 Where the Managers are not providing Technical Management in
accordance with sub-clause 3.2, the Owners shall procure that the
requirements of the law of the flag of the Vessel are satisfied and that
they, or such other entity as may be appointed by them and identified
to the Managers, shall be deemed to be the “Company” as defined by
the ISM Code assuming the responsibility for the operation of the
Vessel and taking over the duties and responsibilities imposed by the
ISM Code when applicable.
6. Insurance Policies
The Owners shall procure, whether by instructing the Managers under
sub-clause 3.4 or otherwise, that throughout the period of this
Agreement:
6.1 at the Owners’ expense, the Vessel is insured for not less than her
sound market value or entered for her full gross tonnage, as the case
may be for:
(i) usual hull and machinery marine risks (including crew
negligence) and excess liabilities;
(ii) protection and indemnity risks (including pollution risks and
Crew Insurances); and
(iii) war risks (including protection and indemnity and crew risks)
in accordance with the best practice of prudent owners of
vessels of a similar type to the Vessel, with first class insurance
companies, underwriters or associations (“the Owners’
Insurances”);
6.2 all premiums and calls on the Owners’ Insurances are paid
promptly by their due date,
6.3 the Owners’ Insurances name the Managers and, subject to
underwriters’ agreement, any third party designated by the Managers
as a joint assured, with full cover, with the Owners obtaining cover in
respect of each of the insurances specified in sub-clause 6.1:
(i) on terms whereby the Managers and any such third party are
liable in respect of premiums or calls arising in connection with
the Owners’ Insurances; or
(ii) if reasonably obtainable, on terms such that neither the
Managers nor any such third party shall be under any liability
in respect of premiums or calls arising in connection with the
Owners’ Insurances; or
management practice and to protect and promote the interests of
the Owners in all matters relating to the provision of services
hereunder.
Provided, however, that the Managers in the performance of
their management responsibilities under this Agreement shall be
entitled to have regard to their overall responsibility in relation
to all vessels as may from time to time be entrusted to their
management and in particular, but without prejudice to the
generality of the foregoing, the Managers shall be entitled to
allocate available supplies, manpower and services in such
manner as in the prevailing circumstances the Managers in their
absolute discretion consider to be fair and reasonable.
4.2 Where the Managers are providing Technical Management
in accordance with sub-clause 3.2, they shall procure that the
requirements of the law of the flag of the Vessel are satisfied
and they shall in particular be deemed to be the “Company” as
defined by the ISM Code, assuming the responsibility for the
operation of the Vessel and taking over the duties and
responsibilities imposed by the ISM Code when applicable.
5. Owners’ Obligations
5.1 The Owners shall pay all sums due to the Managers
punctually in accordance with the terms of this Agreement.
5.2 Where the Managers are providing Technical Management
in accordance with sub-clause 3.2, the Owners shall:
(i) procure that all officers and ratings supplied by them or
on their behalf comply with the requirements of STCW
95;
(iii) on such other terms as may be agreed in writing.
Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left blank
then (i) applies
6.4 written evidence is provided, to the reasonable satisfaction of the
Managers, of their compliance with their obligations under Clause 6
within a reasonable time of the commencement of the Agreement, and
of each renewal date and, if specifically requested, of each payment
date of the Owners’ Insurances.
7. Income Collected and Expenses Paid on Behalf of Owners
7.1 All moneys collected by the Managers under the terms of this
Agreement (other than moneys payable by the Owners to the
Managers) and any interest thereon shall be held to the credit of the
Owners in a separate bank account.
7.2 All expenses incurred by the Managers under the terms of this
Agreement on behalf of the Owners (including expenses as provided
in Clause 8) may be debited against the Owners in the account
referred to under sub-clause 7.1 but shall in any event remain payable
by the Owners to the Managers on demand.
PART II
“Shipman 98” Standard Ship Management Agreement
8. Management Fee
8.1 The Owners shall pay to the Managers for their services as
Managers under this Agreement an annual management fee as stated
in Box 15 which shall be payable, by equal monthly instalments in
advance, the first instalment being payable on the commencement of
this Agreement (see Clause 2 and Box 4) and subsequent instalments
being payable every month.
8.2 The management fee shall be subject to an annual review on the
anniversary date of the Agreement and the proposed fee shall be
presented in the annual budget referred to in sub-clause 9.1.
8.3 The Managers shall, at no extra cost to the Owners, provide their
own office accommodation, office staff, facilities and stationery.
Without limiting the generality of Clause 7 the Owners shall
reimburse the Managers for postage and communication expenses,
travelling expenses, and other out of pocket expenses properly
incurred by the Managers in pursuance of the Management Services.
8.4 In the event of the appointment of the Managers being terminated
by the Owners or the Managers in accordance with the provisions of
Clauses 17 and 18 other than by reason of default by the Managers, or
if the Vessel is lost, sold or otherwise disposed of, the “management
fee” payable to the Managers according to the provisions of sub-
clause 8.1, shall continue to be payable for a further period of three
calendar months as from the termination date. In addition, provided
that the Managers provide Crew for the Vessel in accordance with
sub-clause 3.1:
(i) the Owners shall continue to pay Crew Support Costs during
the said further period of three calendar months and
(ii) the Owners shall pay an equitable proportion of any Severance
Costs which may materialize, not exceeding the amount stated
in Box 16.
8.5 If the Owners decide to lay-up the Vessel whilst this Agreement
remains in force and such lay-up lasts for more than three months, an
appropriate reduction of the management fee for the period exceeding
three months until one month before the Vessel is again put into
service shall be mutually agreed between the parties.
8.6 Unless otherwise agreed in writing all discounts and commissions
obtained by the Managers in the course of the management of the
Vessel shall be credited to the Owners.
9. Budgets and Management of Funds
9.1 The Managers shall present to the Owners annually a budget for
the following twelve months in such form as the Owners require. The
budget for the first year hereof is set out in Annex “C” hereto.
Subsequent annual budgets shall be prepared by the Managers and
submitted to the Owners by 15 November each year not less than
three months before the anniversary date of the commencement of this
Agreement (see Clause 2 and Box 4).
9.2 The Owners shall indicate to the Managers their acceptance and
approval of the annual budget within one month of presentation and in
the absence of any such indication the Managers shall be entitled to
assume that the Owners have accepted the proposed budget.
9.3 Following the agreement of the budget, the Managers shall
prepare and present to the Owners their estimate of the working
capital requirement of the Vessel and the Managers shall each month
update this estimate. Based thereon, the Managers shall each month
request the Owners in writing for the funds required to run the Vessel
for the ensuing month, including the payment of any occasional or
extraordinary item of expenditure, such as emergency repair costs,
additional insurance premiums, bunkers or provisions. Such funds
shall be received by the Managers within ten running days after the
Owners of the Managers’ written request and shall be held to the
credit of the Owners in a separate bank account.
9.4 The Managers shall produce a comparison between budgeted and
actual income and expenditure of the Vessel, in such form as required
by the Owners, monthly or at such other intervals as mutually agreed.
9.5 Notwithstanding anything contained herein to the contrary, the
Managers shall in no circumstances be required to use or commit their
own funds to finance the provision of the Management Services.
10. Managers’ Right to Sub-Contract
The Managers shall not have the right to sub-contract any of their
obligations hereunder, including those mentioned in sub-clause 3.1,
without the prior written consent of the Owners, which shall not be
unreasonably withheld. In the event of such a sub-contract, the
Managers shall remain fully liable for the due performance of their
obligations under this Agreement.
11. Responsibilities
11.1 Force
Majeure
- Neither the Owners nor the Managers shall be
under any liability for any failure to perform any of their obligations
hereunder by reason of any cause whatsoever of any nature or kind
beyond their reasonable control.
11.2 Liability
to
Owners
- (i) Without prejudice to sub-clause 11.1,
the Managers shall be under no liability whatsoever to the Owners for
any loss, damage, delay or expense of whatsoever nature, whether
direct or indirect, (including but not limited to loss of profit arising
out of or in connection with detention of or delay to the Vessel) and
howsoever arising in the course of performance of the Management
Services UNLESS same is proved to have resulted solely from the
negligence, gross negligence or wilful default of the Managers or their
employees, or agents or sub-contractors employed by them in
connection with the Vessel, in which case (save where loss, damage,
delay or expense has resulted from the Managers’ personal act or
omission committed with the intent to cause same or recklessly and
with knowledge that such loss, damage, delay or expense would
probably result) the Managers’ liability for each incident or series of
incidents giving rise to a claim or claims shall never exceed; a total of
ten times the annual management fee payable hereunder.
(ii) Notwithstanding anything that may appear to the contrary in this
Agreement, the Managers shall not be liable for any of the actions of
the Crew, even if such actions are negligent, grossly negligent or
wilful, except only to the extent that they are shown to have resulted
from a failure by the Managers to discharge their obligations under
sub-clause 3.1, in which case their liability shall be limited in
accordance with the terms of this Clause 11.
11.3 Indemnity
- Except to the extent and solely for the amount
therein set out that the Managers would be liable under sub-clause
11.2, the Owners hereby undertake to keep the Managers and their
employees, agents and sub-contractors indemnified and to hold them
harmless against all actions, proceedings, claims, demands or
liabilities whatsoever or howsoever arising which may be brought
against them or incurred or suffered by them arising out of or in
connection with the performance of the Agreement, and against and in
respect of all costs, losses, damages and expenses (including legal
costs and expenses on a full indemnity basis) which the Managers
may suffer or incur (either directly or indirectly) in the course of the
performance of this Agreement.
11.4 “Himalaya” - It is hereby expressly agreed that no employee or
agent of the Managers (including every sub-contractor from time to
time employed by the Managers)
receipt by the
PART II
“Shipman 98” Standard Ship Management Agreement
shall in any circumstances whatsoever be under any liability
whatsoever to the Owners for any loss, damage or delay of
whatsoever kind arising or resulting directly or indirectly from any
act, neglect or default on his part while acting in the course of or in
connection with his employment and, without prejudice to the
generality of the foregoing provisions in this Clause 11, every
exemption, limitation, condition and liberty herein contained and
every right, exemption from liability, defence and immunity of
whatsoever nature applicable to the Managers or to which the
Managers are entitled hereunder shall also be available and shall
extend to protect every such employee or agent of the Managers
acting as aforesaid and for the purpose of all the foregoing provisions
of this Clause 11 the Managers are or shall be deemed to be acting as
agent or trustee on behalf of and for the benefit of all persons who are
or might be their servants or agents from time to time (including sub-
contractors as aforesaid) and all such persons shall to this extent be or
be deemed to be parties to this Agreement.
12. Documentation
Where the Managers are providing Technical Management in
accordance with sub-clause 3.2 and/or Crew Management in
accordance with sub-clause 3.1, they shall make available, upon
Owners’ request, all documentation and records related to the Safety
Management System (SMS) and/or the Crew which the Owners need
in order to demonstrate compliance with the ISM Code and STCW 95
or to defend a claim against a third party.
13. General Administration
13.1 The Managers shall handle and settle all claims arising out of the
Management Services hereunder and keep the Owners informed
regarding any incident of which the Managers become aware which
gives or may give rise to claims or disputes involving third parties.
13.2 The Managers shall, as instructed by the Owners, bring or defend
actions, suits or proceedings in connection with matters entrusted to
the Managers according to this Agreement.
13.3 The Managers shall also have power to obtain legal or technical
or other outside expert advice in relation to the handing and settlement
of claims and disputes or all other matters affecting the interests of the
Owners in respect of the Vessel.
13.4 The Owners shall arrange for the provision of any necessary
guarantee bond or other security.
13.5 Any costs reasonably incurred by the Managers in carrying out
their obligations according to Clause 13 shall be reimbursed by the
Owners.
14. Auditing
The Managers shall at all times maintain and keep true and correct
accounts and shall make the same available for inspection and
auditing by the Owners at such times as may be mutually agreed. On
the termination, for whatever reasons, of this Agreement, the
Managers shall release to the Owners, if so requested, the originals
where possible, or otherwise certified copies, of all such accounts and
all documents specifically relating to the Vessel and her operation.
15. Inspection of Vessel
The Owners shall have the right at any time after giving reasonable
notice to the Managers to inspect the Vessel for any reason they
consider necessary.
16. Compliance with Laws and Regulations
The Managers will not do or permit to be done anything which might
and regulations of the Vessel’s flag, or of the places where she trades.
17. Duration of the Agreement
This Agreement shall come into effect on the day and year stated in
Box 4 and shall continue until the date stated in Box 17. Thereafter it
shall continue until terminated by either party giving to the other
notice in writing, in which event the Agreement shall terminate upon
the expiration of a period of three months from the date upon which
such notice was given.
18. Termination
18.1 Owners’
Default
(i) The Managers shall be entitled to terminate the Agreement
with immediate effect by notice in writing if any moneys
payable by the Owners under this Agreement and/or the owners
of any associated vessel, details of which are listed in Annex
“D”, shall not have been received in the Managers’ nominated
account within ten running days of receipt by the Owners of the
Manager’s written request or if the Vessel is repossessed by the
Mortgagees.
(ii) If the Owners:
(a) fail to meet their obligations under sub-clauses 5.2 and 5.3
of this Agreement for any reason within their control, or
(b) proceed with the employment of or continue to employ
the Vessel in the carriage of contraband, blockade running,
or an unlawful trade, or on a voyage which in the
reasonable opinion of the Managers is unduly hazardous or
improper, the Managers may give notice of the default to
the Owners, requiring them to remedy it as soon as
practically possible. In the event that the Owners fail to
remedy it within a reasonable time to the satisfaction of
the Managers, the Managers shall be entitled to terminate
the Agreement with immediate effect by notice in writing.
18.2 Managers’
Default
If the Managers fail to meet their obligations under Clauses 3 and 4 of
this Agreement for any reason within the control of the Managers, the
Owners may give notice to the Managers of the default, requiring
them to remedy it as soon as practically possible. In the event that the
Managers fail to remedy it within a reasonable time to the satisfaction
of the Owners, the Owners shall be entitled to terminate the
Agreement with immediate effect by notice in writing.
18.3 Extraordinary
Termination
This Agreement shall be deemed to be terminated in the case of the
sale of the Vessel or if the Vessel becomes a total loss or is declared
as a constructive or compromised or arranged total loss or is
requisitioned.
18.4 For the purpose of sub-clause 18.3 hereof
(i) the date upon which the Vessel is to be treated as having been
sold or otherwise disposed of shall be the date on which the
Owners cease to be registered as Owners of the Vessel;
(ii) the Vessel shall not be deemed to be lost unless either she has
become an actual total loss or agreement has been reached with
her underwriters in respect of her constructive, compromised or
arranged total loss or if such agreement with her underwriters is
not reached it is adjudged by a competent tribunal that a
constructive loss of the Vessel has occurred.
18.5 This Agreement shall terminate forthwith in the event of an order
being made or resolution passed for the winding up, dissolution,
cause any breach or infringement of the laws
liquidation or bankruptcy of either party (otherwise than for the
purpose of reconstruction or amalgamation) or if a receiver is
appointed, or if it suspends
PART II
“Shipman 98” Standard Ship Management Agreement
payment, ceases to carry on business or makes any special
arrangement or composition with its creditors.
18.6 The termination of this Agreement shall be without
prejudice to all rights accrued due between the parties prior to the
date of termination.
19. Law and Arbitration
20. Notices
20.1 Any notice to be given by either party to the other party
shall be in writing and may be sent by fax, telex, registered or
recorded mail or by personal service.
20.2 The address of the Parties for service of such
communication shall be as stated in Boxes 19 and 20,
respectively.
19.1 This Agreement shall be governed by and construed in
accordance with English law and any dispute arising out of or in
connection with this Agreement shall be referred to arbitration in
London in accordance with the Arbitration Act 1996 or any
statutory modification or re-enactment thereof save to the extent
necessary to give effect to the provisions of this Clause.
The arbitration shall be conducted in accordance with the London
Maritime Arbitrators Association (LMAA) Terms current at the
time when the arbitration proceedings are commenced.
The reference shall be to three arbitrators. A party wishing to
refer a dispute to arbitration shall appoint its arbitrator and send
notice of such appointment in writing to the other party requiring
the other party to appoint its own arbitrator within 14 calendar
days of that notice and stating that it will appoint its arbitrator as
sole arbitrator unless the other party appoints its own arbitrator
and gives notice that it has done so within the 14 days specified.
If the other party does not appoint its own arbitrator and give
notice that it has done so within the 14 days specified, the party
referring a dispute to arbitration may, without the requirement of
any further prior notice to the other party, appoint its arbitrator as
sole arbitrator and shall advise the other party accordingly. The
award of a sole arbitrator shall be binding on both parties as if he
had been appointed by agreement.
Nothing herein shall prevent the parties agreeing in writing to
vary these provisions to provide for the appointment of a sole
arbitrator.
In cases where neither the claim nor any counterclaim exceeds
the sum of €50,000 (or such other sum as the parties may agree)
the arbitration shall be conducted in accordance with the LMAA
Small Claims Procedure current at the time when the arbitration
proceedings are commenced.
19.2 This Agreement shall be governed by and construed in
accordance with Title 9 of the United States Code and the
Maritime Law of the United States and any dispute arising out of
or in connection with this Agreement shall be referred to three
persons at New York, one to be appointed by each of the parties
hereto, and the third by the two so chosen; their decision or that
of any two of them shall be final, and for the purposes of
enforcing any award, judgement may be entered on an award by
any court of competent jurisdiction. The proceedings shall be
conducted in accordance with the rules of the Society of
Maritime Arbitrators, Inc.
In cases where neither the claim nor any counterclaim exceeds
the sum of USD 50,000 (or such other sum as the parties may
agree) the arbitration shall be conducted in accordance with the
Shortened Arbitration Procedure of the Society of Maritime
Arbitrators, Inc. current at the time when the arbitration
proceedings are commenced.
19.3 This Agreement shall be governed by and construed in
accordance with the laws of the place mutually agreed by the
parties and any dispute arising out of or in connection with this
Agreement shall be referred to arbitration at a mutually agreed
place, subject to the procedures applicable there.
19.4 If Box 18 in Part I is not appropriately filled in, sub-clause
19.1 of this Clause shall apply.
Note: 19.1, 19.2 and 19.3 are alternatives; indicate
alternative agreed in Box 18.
ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”
Date of Agreement:
Name of Vessel(s):
Particulars of Vessel(s):
01.12.2006
NB 256 Shuttle Cosco Nantong
Shuttle Tanker
KNUTSEN SHUTTLE TANKERS XII KS
New clause 21.
The Manager shall provide administration service and technical supervision during the construction of the NB 256 from this day until delivery from Cosco
Nantong, Kina.
The Owner shall pay the Manager for the services rendered as follows:
01.01.2010
01.04.2010
01.07.2010
01.10.2010
01.01.2011
01.04.2011
Total
All capital and direct expenditures shall be at Owners cost.
NOK
NOK
NOK
NOK
NOK
NOK
2.000.000
2.000.000
2.000.000
3.000.000
3.000.000
2.000 000
NOK
14.000.000
Date of Agreement 01.12.2006 – Re.: NB 256 Shuttle Cosco Nantong
Clauses
Clause 17
This Agreement shall come into effect on the day stated in Box 4 and shall continue until terminated by either party giving to the other notice in writing, in which
event the Agreement shall terminate upon the expiration of a period of six moth from the date upon which such notice was given.
The Owner may only terminate this Agreement if so decided in the Company meeting in accordance with the Company Agreement. Documentation for such
decision shall be presented to Manager along with the termination letter.
Clause 19
The Ship Management Agreement shall be governed by Norwegian Law and the parties accept Haugesund City Court as proper legal venue for the settlement of
any controversy or dispute that may arise in connection with, or as a result of this contract that cannot be resolved by mutual agreement between the parties hereto.
Addendum number 1 to the Standard Ship Management Agreement dated 28.10.2010
Re.: M/T Recife Knutsen
With effect this addendum date a New Box 15 have been agreed to be:
USD 46 080 annual to be escalated by 6% annual, first time 01.01.2016
With effect from July 1 st 2012 KNOT Management AS has become new manager and a New Box 3 have been agreed to be:
Managers:
Name: KNOT Management AS
Place of registered office: Smedasundet 40, 5529 Haugesund, Norway
Law of registry: Haugesund, Norway
Haugesund, March 14 th , 2016
/s/ T RYGVE S EGLEM
Knutsen OAS Shipping AS
Old Managers
By CEO Trygve Seglem
/s/ T RYGVE S EGLEM
Knutsen NYK Shuttle Tankers 16 AS
Owners
By Chairman of the Board Trygve Seglem
/s/ T RYGVE S EGLEM
KNOT Management AS
New Managers
By CEO Trygve Seglem
Subsidiary
KNOT Offshore Partners UK LLC
KNOT Shuttle Tankers AS
KNOT Shuttle Tankers 12 AS
KNOT Shuttle Tankers 17 AS
KNOT Shuttle Tankers 18 AS
KNOT Shuttle Tankers 20 AS
KNOT Shuttle Tankers 21 AS
Knutsen NYK Shuttle Tankers 16 AS
Knutsen Shuttle Tankers 13 AS
Knutsen Shuttle Tankers 14 AS
Knutsen Shuttle Tankers 15 AS
Knutsen Shuttle Tankers XII AS
Knutsen Shuttle Tankers XII KS
SUBSIDIARIES OF KNOT OFFSHORE PARTNERS LP
Marshall Islands
Jurisdiction of Formation
Exhibit 8.1
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
CERTIFICATION PURSUANT TO
RULE 13A-14(B) OR RULE 15D-14(B) AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE
UNITED STATES CODE (18 U.S.C. 1350)
Exhibit 12.1
I, John Costain, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of KNOT Offshore Partners LP (the “registrant”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: March 18, 2016
KNOT OFFSHORE PARTNERS LP
/s/ J OHN C OSTAIN
By:
Name: John Costain
Title: Principal Executive Officer and Principal Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. 1350
Exhibit 13.1
Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, the undersigned officer of KNOT Offshore Partners LP, a Marshall Islands limited partnership (the “ Partnership
”), certifies, to such officer’s
knowledge, that:
The annual report on Form 20-F for the year ended December 31, 2015 of the Partnership (the “ Report
”) fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Partnership.
Date: March 18, 2016
KNOT OFFSHORE PARTNERS LP
/s/ J OHN C OSTAIN
By:
Name: John Costain
Title: Principal Executive Officer and Principal Financial Officer
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333-195976) of KNOT Offshore Partners LP and in the related
Prospectus of our report dated March 18, 2016, with respect to the consolidated and combined carve-out financial statements of KNOT Offshore Partners LP
included in its Annual Report (Form 20-F) for the year ended December 31, 2015.
Exhibit 15.1
/s/ Ernst & Young AS
Oslo, Norway
March 18, 2016