KNOT Offshore Partners LP Common Units representing Limited Partner Interests

Hello and welcome to the third quarter 2021 earnings results conference call. My name is Juan and I will be coordinating your call today. If you would like to ask a question, please press star one on your telephone keypad. I will now hand over to our CEO, Gary Chapman, to begin. Please, Gary, go ahead.

Thank you and welcome everybody to our third quarter earnings call for 2021. As usual, our earnings released in this presentation are also on our website at notoffshorepartners.com. As always, I need to point you towards the notice on slide two concerning the nature of this presentation and its contents, and in particular that the presentation includes forward-looking statements that we make in good faith today, but which contain risks and uncertainties, meaning that actual results may be materially different. We do ask that you take this on board as part of our presentation, noting that the partnership does not have or undertake a duty to update any forward-looking statements as referred on slide two. And our annual and quarterly SEC filings have further details if you wish to read. Our presentation also includes mention of certain non-US GAAP measures of distributable cash flow and adjusted EBITDA, although our earnings release does include the reconciliation of these non-GAAP measures to the most directly comparable GAAP measures. So to slide three. Total revenues in the third quarter were 66.6 million. Operating income was 21.1 million. Net income was 13.5 million and adjusted EBITDA was 47.2 million. Scheduled fleet utilization was 91.9% in the third quarter, driven by several vessels experiencing temporary technical issues or transitioning between charters. Distributable cash flow was 18.6 million and our coverage ratio was 1.03. At the end of the quarter, the partnership had $592 million of remaining firm-contracted forward revenue, excluding options held by our customers. Available liquidity on September 30 was $121.6 million, which included cash and cash equivalents of $66.6 million, and the average margin paid on our debt in the quarter was 2.06% over liable. And we announced and paid our 25th consecutive quarterly distribution of $0.52 per common unit. We closed the previously announced $345 million refinancing at the new senior secured credit facility for the Tordes, Figadis, Lena, Anna, and the Brazil Knudsen, and we now have no further refinance due until the third quarter of 2023. The partnership entered into a sales agreement with B Riley Securities for an ATM equity program, whereby the partnership may, but has no obligation, to offer and sell up to $100 million of common units from time to time. We put this programme in place to give the partnership more flexibility and to have another option under which it can raise growth capital, in particular for an accretive acquisition. From its commencement to the start of the trading blackout period, which was November 3rd, the partnership has sold 41,940 units under the programme, raising $0.8 million. We also entered into an exchange agreement on September 7th with our sponsor, Knutson NYK, and its general partner, whereby all of Knutson NYK's incentive distribution rights, or IDRs, were exchanged for the issuance by the partnership of 673,080 common units and 673,080 Class B units, and the IDRs were cancelled. This was effectively a cash flow neutral transaction and ensures an even clearer alignment of interest between the partnership and our sponsor. Slide 4. As announced previously, we had agreed commercial terms for a one-year fixed-time charter contract for the Windsor Knutson, and this was closed and the vessel started on the charter with PetroChina on September 15th. There are flexible options that allow us to substitute another vessel, and the charterer has options to extend the charter by one one-year period and then one six-month period. In November 2021, the Bodal Knudsen completed the installation of the majority of the Volatile Organic Compound Emissions, or VOC, recovery plant on board the vessel, and the vessel went back on hire on November 8th. Although there is further testing and setup work to do, this is expected to be completed by the end of December 2021. As we've stated previously, the plant will significantly improve the operational attractiveness of the vessel in the North Sea and Norwegian sectors going forward, as well as virtually eliminate the non-methane VOC released into the atmosphere arising from the vessel's cargo. The partnership has agreed to initially fund the installation at an expected cost of up to $5 million. However, costs of installation plus loss of hire at a reduced rate during the installation and costs related to the ongoing operation of the system are then recoverable by the partnership up to an agreed budget with interest over a seven-year period. Any costs in excess of the agreed budget will be shared on a 50-50 basis. The boat of Knutson is currently operating under a rolling time charter contract with the sponsor Knutson NYK, or KNOT, which expires in December 2021, and the vessel is being used in Knutson NYK's North Sea business today. An extension to the charter has been agreed for a further three months on the same commercial terms, with three further one-month extensions at the charter's auction, potentially taking the vessel's fixed employment to June 2022. This support provided by the sponsor at this particular time is valuable for the partnership as we seek long-term employment for the vessel, and the time chart with Knudsen NYK can be terminated early should such a long-term employment opportunity arise. The Tordes Knudsen is due for her first planned five-year special survey dry docking and is expected to be off-hire from mid-December 2021 for the start of its trip to Europe, where the work will be carried out. The work is expected to take approximately 60 days to complete, including mobilisation time to and from Brazil. Slides five through eight are our usual financial results highlights. For the third quarter of 2021, revenues were slightly lower than the second quarter due to several vessels experiencing temporary technical issues or transitioning between charters. Vessel operating expenses for the third quarter were slightly higher than the second quarter as crew and crew-related costs remain challenging due to the ongoing impact of COVID issues around travel, quarantine and logistics costs in particular. We're mitigating high costs as far as possible through agile planning and various creative means, but a degree of cost increase at this time is unavoidable and we see that many companies are experiencing the same. Slide six shows adjusted EBITDA was 47.2 million, slightly lower than the second quarter for principally the same reasons outlined just now related to fleet operations in the quarter. Distributable cash flow on slide seven was 18.6 million with a coverage ratio of 1.03 times in the quarter. Although this ratio is lower than we have traditionally reported, it remains above one despite several vessels experiencing temporary technical issues and others transitioning between charters. On slide eight, you will see that now we have closed the new senior secured credit facility as reported earlier. Our current liabilities have settled back to a more comfortable figure, and we had 121.6 million of available liquidity at the end of the third quarter, which included cash and cash equivalents of 66.6 million, up from 52.6 million at the end of the second quarter. Slide 9 provides an update on our contracted revenue and charter portfolio. At the end of the third quarter, we had 592 million of contracted forward revenue remaining, excluding options held by our customers, an average remaining charter period of 2.1 years, and our customers have options to extend these charters by a further 2.7 years on average. As I've reported earlier, the Windsor Knutson and the Bodle Knutson are now respectively on charter to PetroChina and KNAT or Knutson NYK. This means that all of our vessels are secure for the fourth quarter, excepting the scheduled dry docking of the Tordes Knutson, which is expected to begin in mid-December 2021. In addition to the Tordes Knutson, whose dry dock work will commence in December 2021 and complete in early 2022, The partnership has five other vessels undertaking scheduled dry docks in 2022, being the Vigdisk Knutson, the Anna Knutson, the Windsor Knutson, the Lena Knutson and the Carmen Knutson. All are undertaking their five-year class surveys, except for Carmen, which is taking her 10-year survey, and the Windsor Knutson that is taking her 15-year survey. All of this work and related cost is planned and budgeted for in advance, and dry dock costs are capitalised on balance sheet and depreciated over the period to the next dry dock cost. We remain in discussions with all of our customers and potential customers to reach agreements to fill the gap periods between already committed charters. And although we cannot report anything firm at this time, those discussions are ongoing. Slide 10. Our sponsor, K&OT, continues to have six vessels that could be acquired by the partnership with an average fixed contract period of 5.3 years from charter commencement and with an average of a further 7.3 years extension options. While we were able to complete an accretive drop down at the end of 2020 without issuing equity, we've demonstrated over the course of 2021 that we are not compelled to accommodate drop downs from our sponsor if doing so would not be in the best interest of our unit holders, even when such drop down candidates are on contract and available for acquisition by the partnership, as is currently the case. At the present time, we do not anticipate acquiring a new vessel in 2021. However, we will keep this under review as we enter 2022. Slide 11. These next three slides, in fact, 11 through 13, are here to demonstrate why we consider that our business and market has a strong outlook using data from Restat Energy, who are an independent energy research firm. Slide 11 shows that our main two markets are expected to grow their production substantially as the publicly stated strategies of our customers come to life and further, where there is more competition in those markets, more vessels are needed. And this is the direction certainly the Brazilian market seems to be going in today. Slide 12 demonstrates the robustness of our two markets in terms of oil production costs, where almost all of the scheduled and expected oil production can be undertaken at oil prices above $40. and most of it can be produced with an oil price above just $35. This is in contrast to some other sources of oil around the world that have much higher break-even prices. For this reason alone, we believe that the demand for our vessels will stay robust and indeed grow for many years to come. On slide 13, we are showing where the greatest developments are expected to arise. And our two main markets of Brazil and Norway are top of this list, adding further to our confidence for the mid to longer term outlook for our business. Depending on how we are able to manage our charter portfolio going into 2022 to fill the gaps that exist right now, and the extent to which the COVID related market softness remains during the year, 2022 is likely to be a bumpy year for the partnership compared to prior years. But we have confidence that this is a temporary scenario and that our business will be rewarded over time. On to slide 14, where we can confirm that we published our second annual ESG report in the third quarter, and this is available on our website. We recognise that the industry in which we operate has challenges related to ESG, but we intend to be open and transparent about our operations and its impact, while at the same time working to reduce our emissions and help to drive improvements and standards in our industry and across shipping. We already have ballast water treatment systems to prevent transfer of microorganisms from one habitat to another around the world on almost all of our vessels. We've installed the VOC plant on the Bodal Knudsen, and our sponsor has two LNG fuel vessels on order. And we constantly strive to improve vessel design operations and health and safety across our fleet. Standards are increasing all the time, and we welcome that. And we're always assessing how our fleet of shuttle tankers can not only meet but exceed the regulations that are in place. It remains the case that throughout 2020 and to date in 2021, our fleet experienced no serious operational incidents, and we review all of our governance documents at least annually to ensure that it may fit the purpose and effective. As an MLP, we understand the importance of this. Slide 15 sets out our near-term priorities. After safety, our number one priority is the maintenance of our distribution. And to do this, we're targeting stable cash flows and looking to maximise fleet utilisation, as I've already explained. We will continue to apply the same principles that have served KNOP and our unit holders well for many years. As stated, we do not expect to acquire a new vessel in 2021, but as we move into 2022 and beyond, the key things we will be looking to do are to secure employment for our vessels that are currently open in 2022 and 2023, maintain high operational utilization, plan, prepare, and execute the dry docking of the Tordes Canucks and other vessels, assess attractive growth capital options for future accretive acquisitions, maybe in 2022, prepare for the expected growth in the shuttle tanker demand in Brazil and the North Sea, and continue ongoing close dialogue with our customers concerning operations and chartering and rechartering to ensure we can respond flexibly to demand opportunities as they arise. So in summary for this quarter on slide 16, we reported utilization of 91.9% for scheduled operations, distributable cash flow of 18.6 million with coverage of 1.03%. We paid a quarterly distribution of 52 cents for the 25th consecutive quarter and had 592 million of remaining contracted forward revenue, excluding options at the end of the quarter. We have no refinance due until the third quarter of 2023, and our operations are not exposed to short-term fluctuations in oil prices, volume of oil transported or global oil storage capacity. We recognise that shuttle tanker demand continues to be affected by a lag resulting from delays to offshore project development timelines, following capex reductions instituted by offshore oil producers during the early days of the COVID-19 pandemic, though capex spending is now beginning to recover. Other than the planned dry dock of the Tordes Canutsen due to commence in the fourth quarter of 2021, our fleet remains fully contracted for the remainder of 2021. In the mid to long term, Oil production in Brazil and the North Sea from shuttle tanker service fields is expected to grow significantly, and though we expect to continue to face demand softness in at least some part of 2022, the shuttle tanker market is fundamental, and our market position means we remain optimistic for the future. Thank you for listening, and that concludes the presentation, and I'll be happy to take any questions.

If you would like to ask a question, please press a star followed by one on your telephone keypad now. If you change your mind, please press a star followed by two. When preparing to ask a question, please ensure your phone is unmuted locally. And our first question comes from Liam Bourke from V-Reilly Securities. Please, Liam, your line is now open.

Thank you. Hi, Gary. How are you? Hello, Liam. I'm well, thank you. How are you? Good, thank you. You do have four vessels up for rehire in 2022. Are you looking to just recharter on the short term, or do you see opportunities for longer-term agreements?

Yeah, for our business, we will always seek to get longer-term business if there's a choice, and we think that fits perfectly. the income profile of what we're looking for. But nonetheless, I think it will be typical for a recharter situation that we probably should expect one to maybe three year charters. Generally speaking, we may obviously get longer. So I think there's a difference between what we will probably get and what we would like to have. And I think Right now, we're in discussions with our customers across a range of different charter lengths, and I think the other point to make is that we do differentiate the price. Generally speaking, shorter charters cost our customers more than longer-term charters, so we try to incentivize them to take the longer-term approach.

And you said 2022 would be bumpy, but you're comfortable that utilization rates will remain in that historical range or historical area?

Yeah, I mean, you know, we're quite open about the charter graph or graphic that we show every quarter. I think people can see that. I think historically we've found that our customers will often sign up well in advance when there are no vessels available in the market. They want to make sure that they've got a vessel coming available to them when they need it. And that's where the market softness right now is not helping us because it's allowing our customers to to take their time. We know that they need vessels. We're a critical part of their supply chain. The oil in the ground is worthless practically if they can't transport it to shore. So we know that there's a demand, a fundamental demand for our vessels. But as I say, I think the market softness and the fact that there's a little bit of spare tonnage in the market today means that our customers are not feeling the pressure to sign up early like they historically would do. I do think if the market slightly tightens, that could easily change. But at the moment, that softness is not helping us to secure business in advance like we perhaps would have been able to do historically. But at the moment, there's time yet, and we're working on it. And things can move quickly once something starts to formulate because 80% to 90% of our contracts are, let's call it, industry standard client charters. So we can agree a position with a charter or a customer very, very quickly, actually.

Great. And just a real quick question on the IDRs. Congratulations on negotiating them away. You issued B units. Why B units? Why not just issue all common units?

We've issued the B units because they're essentially the distribution on those Class B units are different to the distribution on the common in that the Class B will convert to common units, one eighth each quarter provided we maintain the distribution at the 52 cents. So there's an element of contingency there for the sponsor in terms of will it receive a distribution on its Class B units and can it convert from those Class B to common units. So we negotiated with the sponsor that there are eight or up to eight quarters. They may not be consecutive quarters, but every time that we pay 52 cents, one-eighth of their Class B units can be converted to common units. So it gave the majority common unit holders some protection that we weren't just crystallizing the current IDR valuation and just giving it to the sponsor. So actually the sponsor accepted that level of sort of extra contingency, if you like, and we thought that was good for the partnership and good for the common unit holders because it meant that, as I say, we weren't just simply giving away straightforward value. We gave them 50% in normal common units and 50% in this Class B unit.

Great. Thank you, Gary.

No problem. Thanks very much, Liam. Thank you. And our next question comes from Robert Silvera from Silver One Associates. Please, Robert, go ahead.

Hi, Gary. Gary, hi. The prognostications that you give are very positive for what's going on, and it's going to be a long time before oil is not necessary and this carbon footprint issue ends. So I know we have a long life ahead of us as a company. Your performance has been very good. You've more than met the distribution, although this time it's lower. It's 1.03. The long-term debt that I looked at has gone down on the current portion of long-term debt, and the total current liabilities have gone down significantly. The equity has gone down a little bit, and the total assets have gone down a little bit. But in your perspective, as you see our stock traded, the units traded, why do you think the market gives us a price on our units that yields 11% plus when you have done steady 52 cents for years now. You've been a good, steady company. What do you, in your mind, see as why the market puts such a high interest rate price on our units?

Yeah, I... I wish I could give you an absolutely firm and clear answer on that. In my personal view, I think our market cap is maybe $600-plus million. In the market, we're unfortunately quite small, and we get bounced around the market with the bigger companies and the market generally. I think we've had pretty negative sentiment around energy, shipping, MLPs generally for quite some time. Maybe energy is starting to turn a corner if you look carefully. But I think our volume and our liquidity in our units because of our size, I think all of those sorts of things contribute to where we are and getting that education and knowledge of our business out there into the market is something that is difficult when you're competing for attention from lots of other companies and often bigger companies. So we've started to try to do more of that as the last year has gone on, and we will continue to do that. But I think we're in an environment where bigger companies are yielding not far off you know, what we're yielding. And it then puts our yield in perspective in the market. So I think it's not an easy or clear answer, but in my view, it's not particularly aligned to our business, really, when you actually scratch the surface and actually look closely. But it is what it is. And, you know, we, in the height of the COVID pandemic, downturn, our units ended up at $8 something. We've done nothing. Nothing has changed for us, but we ended up at $8.90, I think, at some point. And we're back up at $18 today. So the market will move our units because of our size to some degree. And we're just doing our very best to explain what we do and why we're good at it.

So you don't see anything in our structure as a business that warrants this view of weakness that makes the dividend reflective of a very high risk. You don't see anything in our business structure or future that portrays why the risk should be so high.

I think there's a difference between business structure and commercial, I think the business structure, I think you've just got to look at what has been going on with lots of other MLPs. You can maybe list them, but there are not many that have been consistent with their distribution in a positive way. I think the structure of our NLP business suits shuttle tankers very well. It suits the sponsor very well. I think it's suited our unit holders very well for many years. Yes. You know, I'm not talking about our commercial position here. I'm talking about the corporate structure that we've got. But, you know, we've operated in a relatively bad neighborhood. You know, we've had some MLPs that have not performed. We've had energy that's not performed. We've had shipping problems. Okay, today some elements of shipping are doing very, very well, containers and LNG, but other parts of shipping are not, you know, still average. So I think, you know, we structurally, if you don't look at all of that noise around us, then I think structurally our business is fine. You know, we still, it still works for us.

How do you view? Yes, I've enjoyed the dividend for years now. And although my original company, when we purchased the shares, our average price was around $20, and we've taken opportunity to add to positions, which has brought it down. But the four or five years that we've enjoyed, the 52 cents a quarter has sure paid off for us. How do you visualize... the company in the next couple of years, changing around the idea of the long term assets falling, and rather stabilizing or increasing?

Sorry, Robert, could you just repeat that question?

Okay. In this last reporting period from December 31st, 2020 to September 30th, 2021, our long-term assets have gone down about $100 million round numbers from $1.7 billion to $1.6 billion. How do you visualize stabilizing that or turning it around and have the long-term assets begin to climb?

I think there's two questions there. I think as an MLP, we operate wasting assets. So our 52 cents that we pay out every quarter, a proportion of that is a capital return and a portion of that is an income return. So everything else being equal, over time the MLP will diminish in asset value. I think what you're referring to, however, is the growth of new vessels coming in, and that's what we did in December of last year, where we were able to do an accretive drop down without using equity. And I think that would be the ultimate target, to be able to consistently do that, because that would then bring in that growth at no cost to the existing unit holders. So that's the thing that we're always targeting. I think at this stage, we have to balance that growth and get the timing right and make sure that we're making the best decisions with all the information that we've got. So we very much hope that we'll grow that long-term asset. value figure that you referred to. When that will happen, we've said we're not going to do it this year, but we're always looking at it. And the sponsor has got three vessels that we could purchase right now and six overall eventually. So we very much hope that we can get all of those in due course. But when that happens, we've just got to be really careful with our timing.

All right. Well, I guess that's... I don't know the question, but it slipped. I just am concerned that we're just somebody who is really just benefiting the bankers and that I want to see us be stable for the next 10 years and do you feel that that's a reality and that the business can continue to stay stable, perhaps grow a little bit? I don't necessarily need growth for our objectives. I need stability and you have met the payout. Do you see any, you know, your ratio has been over one for a long time. Do you see any possibility of, um, increasing the dividend over time because of the nature of our business and the profitability?

I think it would be wrong for me to make too many comments on that right now. I mean, we're not in a position where we're considering an increase. I think that's quite clear. That's not to say that we never will, but that's not currently on our agenda. You know, we've been a stable business since we floated eight or nine years ago, and our sponsor has been running shuttle tankers for 30, 40 years, very stably over that time, and good growth as and when it becomes available, taking that. Our strategy hasn't changed, and hopefully some of the slides that you've seen today and that we've put up in the past show that there are opportunities in the coming years. And I think regardless, the sponsor is committed to this business. It's the sponsor's business. So we're not about to move away from it. I can't speak for the sponsor, obviously, but to the best of my knowledge, the sponsor is committed to this business. It's been doing it for 30 years, and we want it to be stable. We've said it many times, and sometimes people criticize us for being a little bit too conservative, but we're still here. So I think that says a lot.

Do you see any possibility in the next year or two of not just amortizing debt but accelerating debt reduction? which of course yields us more free cash flow on operations.

Well, I think we already pay around $90 million a year in repayments. And given the price of debt that we can access, it's very, very cheap. So for us, it's a It's a really good source of funding. We feel that our debt level today is actually very comfortable. We could take more. And I think it's, we're not really looking to accelerate that because obviously it would take chunks of, whilst it would free up free cash flow in future periods, we'd obviously have to find a chunk of cash to make a payment if we were to accelerate that repayment of debt. It's not something we're looking at the moment to do.

Can you give me some better understanding color, as they say, on the ATM, which kind of took me by surprise that you started selling units to raise capital? Do you anticipate doing more of that during this next year? And if so, why?

I think, well, we put the ATM in place, as we stated before, just to give us an extra option of raising equity rather than doing a block sale of equity. It's there principally if we have a good use for the funds and if the numbers work. And what that means for us is typically an acquisition. But, you know, the The facility costs us nothing if we don't use it. It's just sitting there. And it gives us optionality. It's nothing more than that. So whereas before, if we wanted to acquire a vessel, we may have gone and done a block issuance of equity, this way we've got two choices. We can use the ATM or we can still do a block issuance of equity. So it's just an extra tool in our toolbox, really. We don't think of it as any more than that.

Sure. So you've seen bills from cash. Okay. Yeah, because obviously every time units are issued, then the dividend payout increases incrementally. Okay. Well, thank you, Gary. I like your conservative approach, and I like your steadiness. Thank you.

Thank you.

Thank you, Robert. Thank you. As a reminder, to ask any further question, please press the star followed by one in your telephone keypads now. We currently have no further questions. I will hand over back to Carrie Chapman for any final remarks.

Yeah, I just want to say thank you very much, everybody, for listening. And I'm not sure if there are any technical problems with people joining, but hopefully everyone was able to get on and listen. And thank you very much, and have a good day.

This concludes today's call. Thank you for joining. You may now disconnect your lines and enjoy the rest of your day.