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Investor Presentation – New York
December, 2016
2
Notice to Recipients
This presentation is not a prospectus and is not an offer to sell, nor a solicitation of an offer to buy, securities.
Except for the historical information contained herein, the matters discussed in this presentation include
forward-looking statements that involve risks and uncertainties. These risks and uncertainties include, among
other things, market conditions and other factors that are described in KNOT Offshore Partners LP’s (“KNOP”)
filings with the U.S Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at
http://www.sec.gov.
Nevertheless, new factors emerge from time to time, and it is not possible for KNOP to predict all of these
factors. Further, KNOP cannot assess the impact of each such factor on its business or the extent to which any
factor, or combination of factors, may cause actual results to be materially different from those contained in any
forward-looking statement. KNOP expressly disclaims any intention or obligation to revise or publicly update
any forward-looking statements whether as a result of new information, future events or otherwise. The forward-
looking statements contained herein are expressly qualified by this cautionary notice to recipients.
3
Company overview
IPO April 2013, owing 4 vessels
Today a fleet of eleven state of the art
shuttle tankers
All vessels secured under long term fixed-fee
revenue contracts with leading oil majors
Visible growth potential with four dropdown
candidates from Knutsen NYK
Annual distribution currently $2.08, yielding
9.4% with share price $22.00
Attractive 1099 structure not K-1
(1) Clarkson Research Spring 2016
4
Investment highlights
Pure-play shuttle tanker
 Modern ( average age 4.7 years1) fleet, equipped with latest technology
 Long term contract (remaining duration 5.0 years1) with international energy majors
 Operational and technical expertise
 Solid contract base – Revenue backlog of $ 837 million2
 99.7 % utilization of the fleet since IPO
1
Strong Sponsors
 Knutsen NYK is a market leading shuttle tanker operator with 29 years of experience
 Knutsen NYK is backed by two leading sponsor in the industry, TSSI and NYK
 KNOT + KNOP has delivered 40 per cent fleet growth since IPO resulting in KNOP being able to
grow its fleet from four to eleven vessels at the same time maintaining a dowry of four
2
Distribution Growth
 Distribution growth of 39% since IPO
 Annual distribution of $2.08, yielding 9.4% with share price $22,
 Guided cover ratio of ≈1.25 for year 2016
 Visible dowry of 4 drop-down vessels with a minimum average fixed contract period of 5.0 years and
12.8 years including charterers extension options1
3
Favorable market
fundamentals with high
barriers to entry
 Shuttle tankers’s integrated nature in the offshore oil logistics chain creates low threat of substitution
 High technical and managerial requirements by customers and regulators creates economies of scale
and scope
 Well established operators preferred given technical expertise required and the cost /impact of
downtime
4
Strong Balance sheet
 $55.7 million in available liquidity (27.3 million in cash and $35 million available undrawn revolver
credit(2) and good access to debt capital markets through strong banking relationships
 62% of total outstanding debt with fixed interest rate
 No capex commitments and no debt maturities before Q2-2018
5
(1) As of 31 December, 2016,
(2) As of 31, December, 2016
5
Private Preferred Convertible Equity – Key terms
 Amount: USD 50m + up to USD 49m on same terms
 Tenor: Perpetuity
 Coupon: 8 per cent fixed p.a. (no step-up) payable quarterly
 Conversion strike price: $24 (current implied yield of 8.67%)
 About 10-15% premium to current unit price
 Conversion strike adjustment: adjustment to strike according to deviation
distribution paid out vs net income
 Basket for pari passu securities limited to 1/3 of equity
 Purchaser Redemption Right: have right to redeem after 10 years – if redeem
KNOP will have the right to decide how to settle the redemption by either
 70% cash settlement of principal amount
 80% settlement in kind by new units in KNOP based on the prevailing unit price (30d VWAP)
 Issuer redemption right: KNOP will have the right to call the preferred units
after year 2 at 130% of par which will be reduced to 100% of par in year 10
6
Stable operational performance results in stable financial performane
17.3
20.5 22.2 21.8 22.1
34.3 34.7 36.2 37
39.3
42.5 42.0 43.1 43.6
Q2
2013
Q3 Q4 Q1
2014
Q2 Q3 Q4 Q1
2015
Q2 Q3 Q4 Q1
2016
Q2 Q3
REVENUE (USD million)
ADJUSTED EBITDA(1) (USD million)
100%
99.2% 99.3% 99.4% 99.7%
98.9%
99.7% 99.9% 100%
99.6% 99.9% 99.8 %99.90% 100%
Q2
2013
Q3 Q4 Q1
2014
Q2 Q3 Q4 Q1
2015
Q2 Q3 Q4 Q1
2016
Q2 Q3
UTILIZATION (%)
7.2
9.3 9.8
8.9 8.1
14.7 15.1
16.4 16.2 16.2
18.1 17.9 18.5
20.3
Q2
2013
Q3 Q4 Q1
2014
Q2 Q3 Q4 Q1
2015
Q2 Q3 Q4 Q1
2016
Q2 Q3
12.7
15.7 16.8 16.1 16.3
25.7 26.5
28.3 28.8
32.2
33.8 33.1 34.1 35.1
Q2
2013
Q3 Q4 Q1
2014
Q2 Q3 Q4 Q1
2015
Q2 Q3 Q4 Q1
2016
Q2 Q3
DCF(1) (USD million)
Average of 99.7 % since IPO 27% CAGR
since IPO
34% CAGR
since IPO
30% CAGR
since IPO
(1) Adjusted EBITDA and distributable cash flow are non-GAAP financial measures used by management and external users of our financial statements. Please see Appendix A for
definitions of Adjusted EBITDA and distributable cash flow and a reference to reconciliation to net income, the most directly comparable GAAP financial measure.
7
Raquel Knutsen drop-down
Purchase price(2) USD 116.5 million
Less debt USD 103.5 million
Equity portion USD 13.0 million(2)
Attractive financing:
 Senior Loan margin of 200bps which is due in second quarter 2025 with a balloon payment of $ 30.5 million
 A five year non-amortising seller credit/loan of $ 25 million from the Sponsor with a margin of 450bps
Raquel Knutsen
 Built: 2015
 Advanced DP 2 Suezmax
 Bwt: 150 000
 Builder: Cosco
 Charterer: Repsol Sinopec Brasil B.V
 Contract type: TimeCharter
 Contract end date: June 2025
 Option period: total 5 years (3+2 year)
 Trading area: Brazil
 Estimated EBITDA for 2017(1): 13.0 million
 Estimated net income for 2017)(1): $6.0
Contract detail
Raquel Knutsen
(1) EBITDA, which represents earnings before interest, taxes and depreciation, is a non-GAAP financial measure used by management and external users of our financial statements. Please
see Appendix A for guidance on the underlying assumptions used to derive estimated EBITDA and estimated net income, and a reconciliation of estimated EBITDA to estimated net income the
most directly comparable GAAP financial measure. .
(2) Subject to post-closing adjustments for working capital, interest rate swaps, certain intercompany balances and $1.1 million of capitalized fees related to financing of the Vessel.
8
Name 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
Windsor Knutsen
Bodil Knutsen
Fortaleza Knutsen
Recife Knutsen
Carmen Knutsen
Hilda Knutsen
Torill Knutsen
Dan Cisne
Dan Sabia
Ingrid Knutsen
Raquel Knutsen
Long-term Contracts Backed by Leading Energy Companies
KNOP fleet has average remaining fixed contract duration of 5.0(2) years
Additional 3.0 years on average in Charterers option
(1) KNOT has guaranteed the hire rate to April 2018 (five years from IPO date)
(2) Remaining contract life is calculated as of 31/12/2016,
(1)
(1)
Fixed contract Option period
9
Dropdown inventory: Four potential acquisitions(1)
Fixed contract periods for the dropdown fleet are 5.0(2)years on average
Charterers also have the option to extend these charters by 12.8 years on average
(1) The acquisition by KNOP of any dropdown vessels in the future is subject to the approval of the board of directors of each of KNOP and our
sponsor. There can be no assurance that any potential dropdowns will occur.
(2) Remaining contract life is calculated as of 31/12/2016.
Fixed contract Option period Yard
Name 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
Tordis Knusten
Vigdis Knutsen
Anna Knutsen
Lena Knutsen
10
Dropdown inventory: Four potential acquisitions(1)
Fixed contract periods for the dropdown fleet are 5.0(2)years on average
Charterers also have the option to extend these charters by 12.8 years on average
(1) The acquisition by KNOP of any dropdown vessels in the future is subject to the approval of the board of directors of each of KNOP and our
sponsor. There can be no assurance that any potential dropdowns will occur.
(2) Remaining contract life is calculated as of 31/12/2016.
Fixed contract Option period Yard
Name 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
Tordis Knusten
Vigdis Knutsen
Anna Knutsen
Lena Knutsen
11
Shuttle Tanker Market Overview
Shuttle Tanker
Market Overview
12
A Critical Component of Operator Infrastructure:
Shuttle Tankers are substituting pipelines in Deep Sea oil production
 Superior, more economical alternative with lower
initial investment in certain fields based on:
– Distance from infrastructure
– Water depth
– Seabed terrain
– Field size
– Field life
 Destination flexibility
 Less capital expenditures
 Lease and services contracts
 Mobility of “pipeline”
 Specially designed tankers with sophisticated
bow loading and submerged turret loading
equipment
– Dynamic Positioning (DP) systems enable the vessel
to stay on location in high seas and in harsh
environments
– 50% higher investment cost than conventional
tankers
 Tender-based business drives newbuilds
(versus speculative ordering)
 Longer-term contracts
 Stricter standards and specialized crewing
Advantages vs. Pipelines Key Differences vs. Conventional Tankers
Seismic Drilling Subsea Production Storage Transport
Cost for field operator Revenue for field operator
13
Specialized Asset Class Standardized Asset Class
Shuttle Tankers Conventional Tankers Dry Bulk Carriers
Function
Transport from FPSO or
production unit to terminal
/ refinery
Transports crude and
products to and from
terminal / refinery
Specializes in break bulk
dry cargoes such as coal
Ordering With contract
Predominantly
speculative
Predominantly
speculative
Typical
Trading
Long-term contracts:
(5 - 15 years)
Spot contracts,
sometimes longer
Spot contracts,
sometimes longer
Total Size /
Capacity of
Global Fleet
9mm Dead Weight Tons 440mm Dead Weight Tons 670mm Dead Weight Tons
LNG
Transports to and from
terminal / refinery
With contract /
Speculative
Long-term contracts
(5 - 25 years)
53mm Cubic Meters
Shuttle Tankers:
Niche market where new capacity is based on long term contracts
Sources: Fearnleys and Clarksons February 2016.
Shuttle Tankers are a unique and highly specialized asset class that is integral to the offshore oil infrastructure
72 Vessels
420 Vessels
5,300 Vessels 10,500 Vessels
62 m Cubic Meters 505 m Dead Weight Tons 775m Dead Weight Tons99 m Dead Weight Tons
14
Knutsen NYK – Industry leader
28
26
5 4
2 2 2 2 1
3
4
1
0
5
10
15
20
25
30
35
Shuttle Tanker Fleet - Ownership
Existing On order
 Market leading shuttle tanker operator
with experience
– 29 years of experience in offshore loading
and dynamic positioning operations
 Backed by two leading sponsors in the
industry
– NYK founded 1885 and biggest shipping
company in the world according to Clarkson
Platou
– Knutsen Group founded in 1896
 Knutsen NYK is the exclusive vehicle for
investment in shuttle tankers by its
Sponsors
A highly Experienced Operator Knusten NYK is one of two dominating Operators in the Shuttle Tankers Sector
39%
38%
Market share
15
One of worlds youngest fleets with the latest technology
• Drop-down inventory would allow
KNOP fleet to continue to age
gracefully assuming consummation of
dropdowns
• All vessels and dropdown equipped
with modern dynamic positioning
technology, DP2
• Three vessels are winterized, are
prepared for Arctic conditions (Bodil
Knutsen, Hilda Knutsen and Torill
Knutsen)
*2017 KNOP fleet assumes acquisition of include Raquel Knutsen
**2018 KNOP fleet assumes acquisition of remaining four drop-downs
*** No assurance can be given as to the timing or consummation of any dropdowns
10.8 10.6
11.5 11.8 11.9 11.9
3.0
3.7
3.3
4.1
4.8 4.5
IPO 01.01.2014 01.01.2015 01.01.2016 01.01.2017 01.01.2018
Shuttle Tanker Fleet Average Age
Rest of fleet ex KNOP KNOP Fleet
16
Oil production from shuttle tanker operated fields
910
828
754
686
624
568
192
470
640
730
890
0
200
400
600
800
1000
1200
1400
1600
2015 2016 2017 2018 2019 2020
North Sea – output from Shuttle Tanker operated
fields
Existing field New fields
2140
1969
1811
1666
1533
1410
580
1430
1730
2530
0
500
1000
1500
2000
2500
3000
3500
4000
4500
2015 2016 2017 2018 2019 2020
Brazil – output from Shuttle Tanker operated fields
Existing fields New fields
North Sea:
 The 9% p.a. depletion rate applied to existing fields is very
conservative as the average depletion rate 2000-14 is 6.0% p.a.
 All 10 field developments adding about 0.5 mbd output in
2016/17 are moving forward according to schedule.
 The Johan Castberg field in the Barents Sea will be developed
using a floater and shuttle tankers.
 Recent drilling in the Barents Sea has added significantly to
reserves and prospects for development.
 In the latest licensing round in Norway new acreage was
opened up with great success.
 The Barents Sea will become the new shuttle tanker frontier in
the 2020s.
Brazil:
 A 9% depletion rate for existing fields is an official Petrobras
figure.
 New production greatly impacted by the corruption scandals.
 However, sanctioned projects seem to move forward.
 The post 2020 Libra development (12-16 shuttle tankers) is
moving forward according to plan, limited impact by corruption
scandals.
17
Positive news from Brazil
Brazil production is estimated to grow by 7% yearly over the next four years.
Total production split by projects – thousands boe/d
• Petrobras sold 66% share in 1 billion-barrel
Carcara to Statoil - making the Norwegian
major the first international oil company to
acquire operatorship in Brazil’s giant pre-salt
fields
• Petrobras announced in May/June:
• Oil production operated in the pre-salt exceeded 1
million bpd less than 2 years after reaching production
of 0.5 bpd
• The average cost of extraction of the pre-salt wells
totalled less than US$8 per barrel of oil equivalent and
has been gradually decreasing, and the average time
to build a well reached 89 days, a reduction of 71%
between 2010 and 2016.
• Reported monthly production in June - 2.7 million boed
18
Tenders have returned
 As of today shuttle tanker market extremely tight,
without any free capacity
– No speculative newbuildings orders
 An active tender for long term contract for two
shuttle tanker in the market and the sponsor has
been invited
 Fearnleys sees a significant demand for new
shuttle tankers going forward
– Expects tenders for in excess of 40 vessels up to 2020
– Including attrition demand which represent more than
half of the demand
Sources: Fearnleys Consultants February 2016.
Projected Shuttle Tanker Tonnage Balance towards 2020
(All Areas)
19
Have we delivered on expectation?
Distribution:
IPO Guidance:
“10-15 per cent increase in
distribution the first three years”
Status 2016:
Distribution growth since IPO is 39 per cent
Buyback program of units initiated
Fleet growth:
Fleet has grown 175% since IPO.
Drop-down inventory is still four vessels
representing growth potential of 275% since IPO
Coverage ratio : “1.1x forecasted distribution
coverage ratio”
Currently 1.35x and guided 1.25x
Weighted average since IPO 1.2x
Chartering:
In addition to securing seven new drop-down
vessels since IPO, we have also entered into
new contracts for Windsor and extended Bodil
and Carmen contracts
20
Summary
Another quarter of strong operational and financial performance –
99.7% average utilization since IPO(1)
1
Solid contract base – Revenue backlog of $ 837 million(2)
Modern shuttle tanker fleet, average age 4.7 years vs. industry
average of 11.5 years excluding KNOP fleet(3)
Supportive sponsor – provide substantial dropdown growth
potential
1
2
3
4
(1) Of the fleet for scheduled operation, adjusted for planned off hire the average utilization rate is 99.5%
(2) As of December 31, 2016; Revenue backlog is calculated as the full monthly hire rate multiplied by the number of months remaining on the firm period of the time charter contract,
assuming full utilization.
(3) As of December 31, 2016,
Appendix
APPENDIX
22
Income Statement
Unaudited, USD in thousands 3Q 2016 2Q 2016 3Q 2015 FY 2015
Time charter and bareboat revenues 43,390 42,864 39,281 154,750
Other income 197 199 3 274
Total revenues 43,587 43,063 39,284 155,024
Vessel operating expenses 7,588 7,975 5,936 27,543
Depreciation 13,920 13,913 12,420 48,844
General and administrative expenses 908 948 1,180 4,290
Goodwill impairment charge — — — 6,217
Total operating expenses 22,416 22,836 19,536 86,894
Operating income 21,171 20,227 19,748 68,130
Interest income 6 0 0 8
Interest expense (5,129) (5,055) (4,322) (17,451)
Realized and unrealized gain (loss)
on derivative instruments 3,613 (3,176) (6,470) (9,695)
Other financial items(1) (328) (416) (154) (609)
Income before income taxes 19,360 11,581 8,802 40,383
Income tax benefit (expense) (3) (3) 0 59
Net income 19,357 11,578 8,802 40,442
(1) Other financial items consist of other finance expenses and net gain (loss) on foreign currency transactions
100% utilization in Q3 and positive gain on market-to-market valuation of derivatives
23
Adjusted EBITDA
Unaudited, USD in thousands 3Q 2016 2Q 2016 3Q 2015 FY2015
Net income 19,357 11,578 8,802 40,443
Interest income (6) 0 0 (8)
Interest expense 5,129 5,055 4,322 17,451
Depreciation 13,920 13,913 12,420 48,844
Goodwill impairment charge — — — 6,217
Income tax (benefits) expense 3 3 — (59)
EBITDA(1) 38,403 30,549 25,543 112,888
Other financial items(2) (3,311) 3,592 6,624 10,304
Adjusted EBITDA(1) 35,092 34,141 32,167 123,192
(1) EBITDA, Adjusted EBITDA and distributable cash flow are non-GAAP financial measures used by management and external users of ur financial statements. Please see Appendix A for definitions of
EBITDA, Adjusted EBITDA and distributable cash flow and a reference to reconciliation to net income, the most directly comparable GAAP financial measure.
(2) Other financial items consist of other finance expense, realized and unrealized gain (loss) on derivative instruments and net gain (loss) on foreign currency transactions.
Highest ever quarterly Adjusted EBITDA
24
Distributable cash flow
Unaudited, USD in thousands 3Q 2016 2Q 2016 3Q 2015 FY2015
Net income 19,357 11,578 8,802 40,442
Add:
Depreciation 13,920 13,913 12,420 48,844
Goodwill impairment charge — — — 6,217
Other non-cash items; deferred costs amortization
debt
310 287 289 1,149
Unrealized losses from interest rate derivatives and
forward exchange currency contracts — 1,608 4,032 8,629
Less:
Estimated maintenance and replacement capital
expenditures (including drydocking reserve) (7,894) (7,894) (6,749) (26,704)
Other non-cash items; deferred revenue and accrued
income (967) (1,032) (858) (3,432)
Unrealized gains from interest rate derivatives and
forward exchange currency contracts (4,438) — (1,789) (8,239)
Distributable cash flow(1) 20,288 18,460 16,147 66,907
Total distributions 15,027 15,027 15,110 56,922
Distribution coverage ratio(2) 1.35X 1.23X 1.07X 1,18X
Highest ever quarterly distributable cash flow
(1) Distributable cash flow is a non-GAAP financial measure used by management and external users of our financial statements. Please see Appendix A for a definition of distributable
cash flow and a reference to reconciliation to net income, the most directly comparable GAAP financial measure.
(2) Distribution coverage ratio is equal to distributable cash flow divided by distributions declared for the period presented.
25
Balance sheet
Unaudited, USD in thousands
At September 30,
2016
At December 31,
2015
At September
30, 2016
At December 31,
2015
Current assets: Current liabilities
Cash and cash equivalents 27,382 23,573 Current portion of long-term debt 48,877 48,535
Derivative assets 1,645 — Derivative liabilities 2,621 5,138
Other current assets 2,282 2,707 Contract liabilities 1,518 15,18
Other current liabilities 15,160 10,345
Total current assets 31,309 26,280 Total current liabilities 68,176 65,536
Long-term liabilities:
Long-term debt 586,332 619,187
Derivative liabilities 4,132 1,232
Contract liabilities 8,619 9,757
Long-term assets: Deferred tax liabilities 957 877
Net vessels and equipment 1,154,647 1,192,927 Other long-term liabilities 1,427 2,543
Derivative assets — 695 Total liabilities 669,643 699,132
Accrued income 921 —
Total long-term assets 1,186,877 1,193,622 Total partners’ equity 517,234 520,770
Total assets 1,186,877 1,219,902 Total equity and liabilities 1,186,877 1,219,902
Available liquidity of USD 62.4m(1) vs. requirement of USD 18.5m
13,008
(1) Consist of cash and cash equivalents of $27.4 million and an undrawn revolving credit facility of $35 million as of September 30, 2016
26
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
EBITDA is defined as earnings before interest, depreciation and taxes. Adjusted EBITDA refers to earnings before interest,
depreciation, taxes, goodwill impairment charges and other financial items (including other finance expenses, realized and unrealized
gain (loss) on derivative instruments and net gain (loss) on foreign currency transactions). EBITDA is used as a supplemental financial
measure by management and external users of financial statements, such as our lenders, to assess KNOP’s financial and operating
performance and our compliance with the financial covenants and restrictions contained in KNOP’s financing agreements.
Adjusted EBITDA is used as a supplemental financial measure by management and external users of financial statements, such as
investors, to assess the KNOP’s financial and operating performance. The Partnership believes that Adjusted EBITDA assists its
management and investors by increasing the comparability of its performance from period to period and against the performance of
other companies in its industry that provide Adjusted EBITDA information. This increased comparability is achieved by excluding the
potentially disparate effects between periods or companies of interest, other financial items, taxes, goodwill impairment charges and
depreciation, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis
and which items may significantly affect net income between periods. The Partnership believes that including Adjusted EBITDA as a
financial measure benefits investors in (a) selecting between investing in the Partnership and other investment alternatives and
(b) monitoring the Partnership’s ongoing financial and operational strength in assessing whether to continue to hold common units.
EBITDA and Adjusted EBITDA are non-GAAP financial measures and should not be considered an alternatives to net income or any
other indicator of Partnership performance calculated in accordance with GAAP. The reconciliation of EBITDA and Adjusted EBITDA
please see KNOPs filings, which are available on SEC’s website at www.sec.com and on KNOP’s website at
www.knotoffshorepartners.com
Distributable Cash Flow
Distributable cash flow represents net income adjusted for depreciation, unrealized gains and losses from derivatives, unrealized
foreign exchange gains and losses, goodwill impairment charges, other non-cash items and estimated maintenance and replacement
capital expenditures. Estimated maintenance and replacement capital expenditures, including estimated expenditures for drydocking,
represent capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by KNOP’s
capital assets. The Partnership believes distributable cash flow is an important measure of operating performance used by
management and investors in publicly-traded partnerships to compare the cash generating performance of KNOP from period to period
and to compare the cash generating performance for specific periods to the cash distributions (if any) that are expected to be paid to
KNOP’s unitholders. Distributable cash flow is a non-GAAP financial measure and should not be considered as an alternative to net
income or any other indicator of KNOT Offshore Partners’ performance calculated in accordance with GAAP. The reconciliation of
Distributable Cash flow please see KNOPs filings, which are available on SEC’s website at www.sec.com and on KNOP’s website at
www.knotoffshorepartners.com
27
Reconciliation of estimated net income and estimated EBITDA for
KNOT 19
For KNOT 19, the entity that the Partnership intends to pending purchase in the acquisition, estimated net income and estimated
EBITDA for the year ending December 31, 2017 are based on the following assumptions:
• closing of the Acquisition and timely receipt of charter hire specified in the time charter contract;
• utilization of the Raquel Knutsen of 363 days per year and no drydocking of the vessel;
• no realized or unrealized gains or losses on derivative instruments related to KNOT 19’s financing arrangements;
• vessel operating costs per current internal estimates; and
• general and administrative expenses based on management’s current internal estimates.
We consider the above assumptions to be reasonable as of the date hereof, but if these assumptions prove to be incorrect, actual
net income and EBITDA for KNOT 19 could differ materially from our estimates. Neither our independent auditors nor any other
independent accountants have compiled, examined, or performed any procedures with respect to the prospective financial
information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its
achievability and assume no responsibility for, and disclaim any association with, such prospective financial information.
The table below reconciles estimated EBITDA to estimated net income, the most directly comparable GAAP measure, in
connection with the intended acquisition of KNOT 19.
Unaudited, USD in thousands
Year Ending December 31, 2017
(unaudited)
Net income 6,041
Interest expense (2,353)
Depreciation (4,614)
Income tax expense —
EBITDA 13,008

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Knot Offshore Partners LP Investor Deck

  • 1. Investor Presentation – New York December, 2016
  • 2. 2 Notice to Recipients This presentation is not a prospectus and is not an offer to sell, nor a solicitation of an offer to buy, securities. Except for the historical information contained herein, the matters discussed in this presentation include forward-looking statements that involve risks and uncertainties. These risks and uncertainties include, among other things, market conditions and other factors that are described in KNOT Offshore Partners LP’s (“KNOP”) filings with the U.S Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at http://www.sec.gov. Nevertheless, new factors emerge from time to time, and it is not possible for KNOP to predict all of these factors. Further, KNOP cannot assess the impact of each such factor on its business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. KNOP expressly disclaims any intention or obligation to revise or publicly update any forward-looking statements whether as a result of new information, future events or otherwise. The forward- looking statements contained herein are expressly qualified by this cautionary notice to recipients.
  • 3. 3 Company overview IPO April 2013, owing 4 vessels Today a fleet of eleven state of the art shuttle tankers All vessels secured under long term fixed-fee revenue contracts with leading oil majors Visible growth potential with four dropdown candidates from Knutsen NYK Annual distribution currently $2.08, yielding 9.4% with share price $22.00 Attractive 1099 structure not K-1 (1) Clarkson Research Spring 2016
  • 4. 4 Investment highlights Pure-play shuttle tanker  Modern ( average age 4.7 years1) fleet, equipped with latest technology  Long term contract (remaining duration 5.0 years1) with international energy majors  Operational and technical expertise  Solid contract base – Revenue backlog of $ 837 million2  99.7 % utilization of the fleet since IPO 1 Strong Sponsors  Knutsen NYK is a market leading shuttle tanker operator with 29 years of experience  Knutsen NYK is backed by two leading sponsor in the industry, TSSI and NYK  KNOT + KNOP has delivered 40 per cent fleet growth since IPO resulting in KNOP being able to grow its fleet from four to eleven vessels at the same time maintaining a dowry of four 2 Distribution Growth  Distribution growth of 39% since IPO  Annual distribution of $2.08, yielding 9.4% with share price $22,  Guided cover ratio of ≈1.25 for year 2016  Visible dowry of 4 drop-down vessels with a minimum average fixed contract period of 5.0 years and 12.8 years including charterers extension options1 3 Favorable market fundamentals with high barriers to entry  Shuttle tankers’s integrated nature in the offshore oil logistics chain creates low threat of substitution  High technical and managerial requirements by customers and regulators creates economies of scale and scope  Well established operators preferred given technical expertise required and the cost /impact of downtime 4 Strong Balance sheet  $55.7 million in available liquidity (27.3 million in cash and $35 million available undrawn revolver credit(2) and good access to debt capital markets through strong banking relationships  62% of total outstanding debt with fixed interest rate  No capex commitments and no debt maturities before Q2-2018 5 (1) As of 31 December, 2016, (2) As of 31, December, 2016
  • 5. 5 Private Preferred Convertible Equity – Key terms  Amount: USD 50m + up to USD 49m on same terms  Tenor: Perpetuity  Coupon: 8 per cent fixed p.a. (no step-up) payable quarterly  Conversion strike price: $24 (current implied yield of 8.67%)  About 10-15% premium to current unit price  Conversion strike adjustment: adjustment to strike according to deviation distribution paid out vs net income  Basket for pari passu securities limited to 1/3 of equity  Purchaser Redemption Right: have right to redeem after 10 years – if redeem KNOP will have the right to decide how to settle the redemption by either  70% cash settlement of principal amount  80% settlement in kind by new units in KNOP based on the prevailing unit price (30d VWAP)  Issuer redemption right: KNOP will have the right to call the preferred units after year 2 at 130% of par which will be reduced to 100% of par in year 10
  • 6. 6 Stable operational performance results in stable financial performane 17.3 20.5 22.2 21.8 22.1 34.3 34.7 36.2 37 39.3 42.5 42.0 43.1 43.6 Q2 2013 Q3 Q4 Q1 2014 Q2 Q3 Q4 Q1 2015 Q2 Q3 Q4 Q1 2016 Q2 Q3 REVENUE (USD million) ADJUSTED EBITDA(1) (USD million) 100% 99.2% 99.3% 99.4% 99.7% 98.9% 99.7% 99.9% 100% 99.6% 99.9% 99.8 %99.90% 100% Q2 2013 Q3 Q4 Q1 2014 Q2 Q3 Q4 Q1 2015 Q2 Q3 Q4 Q1 2016 Q2 Q3 UTILIZATION (%) 7.2 9.3 9.8 8.9 8.1 14.7 15.1 16.4 16.2 16.2 18.1 17.9 18.5 20.3 Q2 2013 Q3 Q4 Q1 2014 Q2 Q3 Q4 Q1 2015 Q2 Q3 Q4 Q1 2016 Q2 Q3 12.7 15.7 16.8 16.1 16.3 25.7 26.5 28.3 28.8 32.2 33.8 33.1 34.1 35.1 Q2 2013 Q3 Q4 Q1 2014 Q2 Q3 Q4 Q1 2015 Q2 Q3 Q4 Q1 2016 Q2 Q3 DCF(1) (USD million) Average of 99.7 % since IPO 27% CAGR since IPO 34% CAGR since IPO 30% CAGR since IPO (1) Adjusted EBITDA and distributable cash flow are non-GAAP financial measures used by management and external users of our financial statements. Please see Appendix A for definitions of Adjusted EBITDA and distributable cash flow and a reference to reconciliation to net income, the most directly comparable GAAP financial measure.
  • 7. 7 Raquel Knutsen drop-down Purchase price(2) USD 116.5 million Less debt USD 103.5 million Equity portion USD 13.0 million(2) Attractive financing:  Senior Loan margin of 200bps which is due in second quarter 2025 with a balloon payment of $ 30.5 million  A five year non-amortising seller credit/loan of $ 25 million from the Sponsor with a margin of 450bps Raquel Knutsen  Built: 2015  Advanced DP 2 Suezmax  Bwt: 150 000  Builder: Cosco  Charterer: Repsol Sinopec Brasil B.V  Contract type: TimeCharter  Contract end date: June 2025  Option period: total 5 years (3+2 year)  Trading area: Brazil  Estimated EBITDA for 2017(1): 13.0 million  Estimated net income for 2017)(1): $6.0 Contract detail Raquel Knutsen (1) EBITDA, which represents earnings before interest, taxes and depreciation, is a non-GAAP financial measure used by management and external users of our financial statements. Please see Appendix A for guidance on the underlying assumptions used to derive estimated EBITDA and estimated net income, and a reconciliation of estimated EBITDA to estimated net income the most directly comparable GAAP financial measure. . (2) Subject to post-closing adjustments for working capital, interest rate swaps, certain intercompany balances and $1.1 million of capitalized fees related to financing of the Vessel.
  • 8. 8 Name 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Windsor Knutsen Bodil Knutsen Fortaleza Knutsen Recife Knutsen Carmen Knutsen Hilda Knutsen Torill Knutsen Dan Cisne Dan Sabia Ingrid Knutsen Raquel Knutsen Long-term Contracts Backed by Leading Energy Companies KNOP fleet has average remaining fixed contract duration of 5.0(2) years Additional 3.0 years on average in Charterers option (1) KNOT has guaranteed the hire rate to April 2018 (five years from IPO date) (2) Remaining contract life is calculated as of 31/12/2016, (1) (1) Fixed contract Option period
  • 9. 9 Dropdown inventory: Four potential acquisitions(1) Fixed contract periods for the dropdown fleet are 5.0(2)years on average Charterers also have the option to extend these charters by 12.8 years on average (1) The acquisition by KNOP of any dropdown vessels in the future is subject to the approval of the board of directors of each of KNOP and our sponsor. There can be no assurance that any potential dropdowns will occur. (2) Remaining contract life is calculated as of 31/12/2016. Fixed contract Option period Yard Name 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Tordis Knusten Vigdis Knutsen Anna Knutsen Lena Knutsen
  • 10. 10 Dropdown inventory: Four potential acquisitions(1) Fixed contract periods for the dropdown fleet are 5.0(2)years on average Charterers also have the option to extend these charters by 12.8 years on average (1) The acquisition by KNOP of any dropdown vessels in the future is subject to the approval of the board of directors of each of KNOP and our sponsor. There can be no assurance that any potential dropdowns will occur. (2) Remaining contract life is calculated as of 31/12/2016. Fixed contract Option period Yard Name 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Tordis Knusten Vigdis Knutsen Anna Knutsen Lena Knutsen
  • 11. 11 Shuttle Tanker Market Overview Shuttle Tanker Market Overview
  • 12. 12 A Critical Component of Operator Infrastructure: Shuttle Tankers are substituting pipelines in Deep Sea oil production  Superior, more economical alternative with lower initial investment in certain fields based on: – Distance from infrastructure – Water depth – Seabed terrain – Field size – Field life  Destination flexibility  Less capital expenditures  Lease and services contracts  Mobility of “pipeline”  Specially designed tankers with sophisticated bow loading and submerged turret loading equipment – Dynamic Positioning (DP) systems enable the vessel to stay on location in high seas and in harsh environments – 50% higher investment cost than conventional tankers  Tender-based business drives newbuilds (versus speculative ordering)  Longer-term contracts  Stricter standards and specialized crewing Advantages vs. Pipelines Key Differences vs. Conventional Tankers Seismic Drilling Subsea Production Storage Transport Cost for field operator Revenue for field operator
  • 13. 13 Specialized Asset Class Standardized Asset Class Shuttle Tankers Conventional Tankers Dry Bulk Carriers Function Transport from FPSO or production unit to terminal / refinery Transports crude and products to and from terminal / refinery Specializes in break bulk dry cargoes such as coal Ordering With contract Predominantly speculative Predominantly speculative Typical Trading Long-term contracts: (5 - 15 years) Spot contracts, sometimes longer Spot contracts, sometimes longer Total Size / Capacity of Global Fleet 9mm Dead Weight Tons 440mm Dead Weight Tons 670mm Dead Weight Tons LNG Transports to and from terminal / refinery With contract / Speculative Long-term contracts (5 - 25 years) 53mm Cubic Meters Shuttle Tankers: Niche market where new capacity is based on long term contracts Sources: Fearnleys and Clarksons February 2016. Shuttle Tankers are a unique and highly specialized asset class that is integral to the offshore oil infrastructure 72 Vessels 420 Vessels 5,300 Vessels 10,500 Vessels 62 m Cubic Meters 505 m Dead Weight Tons 775m Dead Weight Tons99 m Dead Weight Tons
  • 14. 14 Knutsen NYK – Industry leader 28 26 5 4 2 2 2 2 1 3 4 1 0 5 10 15 20 25 30 35 Shuttle Tanker Fleet - Ownership Existing On order  Market leading shuttle tanker operator with experience – 29 years of experience in offshore loading and dynamic positioning operations  Backed by two leading sponsors in the industry – NYK founded 1885 and biggest shipping company in the world according to Clarkson Platou – Knutsen Group founded in 1896  Knutsen NYK is the exclusive vehicle for investment in shuttle tankers by its Sponsors A highly Experienced Operator Knusten NYK is one of two dominating Operators in the Shuttle Tankers Sector 39% 38% Market share
  • 15. 15 One of worlds youngest fleets with the latest technology • Drop-down inventory would allow KNOP fleet to continue to age gracefully assuming consummation of dropdowns • All vessels and dropdown equipped with modern dynamic positioning technology, DP2 • Three vessels are winterized, are prepared for Arctic conditions (Bodil Knutsen, Hilda Knutsen and Torill Knutsen) *2017 KNOP fleet assumes acquisition of include Raquel Knutsen **2018 KNOP fleet assumes acquisition of remaining four drop-downs *** No assurance can be given as to the timing or consummation of any dropdowns 10.8 10.6 11.5 11.8 11.9 11.9 3.0 3.7 3.3 4.1 4.8 4.5 IPO 01.01.2014 01.01.2015 01.01.2016 01.01.2017 01.01.2018 Shuttle Tanker Fleet Average Age Rest of fleet ex KNOP KNOP Fleet
  • 16. 16 Oil production from shuttle tanker operated fields 910 828 754 686 624 568 192 470 640 730 890 0 200 400 600 800 1000 1200 1400 1600 2015 2016 2017 2018 2019 2020 North Sea – output from Shuttle Tanker operated fields Existing field New fields 2140 1969 1811 1666 1533 1410 580 1430 1730 2530 0 500 1000 1500 2000 2500 3000 3500 4000 4500 2015 2016 2017 2018 2019 2020 Brazil – output from Shuttle Tanker operated fields Existing fields New fields North Sea:  The 9% p.a. depletion rate applied to existing fields is very conservative as the average depletion rate 2000-14 is 6.0% p.a.  All 10 field developments adding about 0.5 mbd output in 2016/17 are moving forward according to schedule.  The Johan Castberg field in the Barents Sea will be developed using a floater and shuttle tankers.  Recent drilling in the Barents Sea has added significantly to reserves and prospects for development.  In the latest licensing round in Norway new acreage was opened up with great success.  The Barents Sea will become the new shuttle tanker frontier in the 2020s. Brazil:  A 9% depletion rate for existing fields is an official Petrobras figure.  New production greatly impacted by the corruption scandals.  However, sanctioned projects seem to move forward.  The post 2020 Libra development (12-16 shuttle tankers) is moving forward according to plan, limited impact by corruption scandals.
  • 17. 17 Positive news from Brazil Brazil production is estimated to grow by 7% yearly over the next four years. Total production split by projects – thousands boe/d • Petrobras sold 66% share in 1 billion-barrel Carcara to Statoil - making the Norwegian major the first international oil company to acquire operatorship in Brazil’s giant pre-salt fields • Petrobras announced in May/June: • Oil production operated in the pre-salt exceeded 1 million bpd less than 2 years after reaching production of 0.5 bpd • The average cost of extraction of the pre-salt wells totalled less than US$8 per barrel of oil equivalent and has been gradually decreasing, and the average time to build a well reached 89 days, a reduction of 71% between 2010 and 2016. • Reported monthly production in June - 2.7 million boed
  • 18. 18 Tenders have returned  As of today shuttle tanker market extremely tight, without any free capacity – No speculative newbuildings orders  An active tender for long term contract for two shuttle tanker in the market and the sponsor has been invited  Fearnleys sees a significant demand for new shuttle tankers going forward – Expects tenders for in excess of 40 vessels up to 2020 – Including attrition demand which represent more than half of the demand Sources: Fearnleys Consultants February 2016. Projected Shuttle Tanker Tonnage Balance towards 2020 (All Areas)
  • 19. 19 Have we delivered on expectation? Distribution: IPO Guidance: “10-15 per cent increase in distribution the first three years” Status 2016: Distribution growth since IPO is 39 per cent Buyback program of units initiated Fleet growth: Fleet has grown 175% since IPO. Drop-down inventory is still four vessels representing growth potential of 275% since IPO Coverage ratio : “1.1x forecasted distribution coverage ratio” Currently 1.35x and guided 1.25x Weighted average since IPO 1.2x Chartering: In addition to securing seven new drop-down vessels since IPO, we have also entered into new contracts for Windsor and extended Bodil and Carmen contracts
  • 20. 20 Summary Another quarter of strong operational and financial performance – 99.7% average utilization since IPO(1) 1 Solid contract base – Revenue backlog of $ 837 million(2) Modern shuttle tanker fleet, average age 4.7 years vs. industry average of 11.5 years excluding KNOP fleet(3) Supportive sponsor – provide substantial dropdown growth potential 1 2 3 4 (1) Of the fleet for scheduled operation, adjusted for planned off hire the average utilization rate is 99.5% (2) As of December 31, 2016; Revenue backlog is calculated as the full monthly hire rate multiplied by the number of months remaining on the firm period of the time charter contract, assuming full utilization. (3) As of December 31, 2016,
  • 22. 22 Income Statement Unaudited, USD in thousands 3Q 2016 2Q 2016 3Q 2015 FY 2015 Time charter and bareboat revenues 43,390 42,864 39,281 154,750 Other income 197 199 3 274 Total revenues 43,587 43,063 39,284 155,024 Vessel operating expenses 7,588 7,975 5,936 27,543 Depreciation 13,920 13,913 12,420 48,844 General and administrative expenses 908 948 1,180 4,290 Goodwill impairment charge — — — 6,217 Total operating expenses 22,416 22,836 19,536 86,894 Operating income 21,171 20,227 19,748 68,130 Interest income 6 0 0 8 Interest expense (5,129) (5,055) (4,322) (17,451) Realized and unrealized gain (loss) on derivative instruments 3,613 (3,176) (6,470) (9,695) Other financial items(1) (328) (416) (154) (609) Income before income taxes 19,360 11,581 8,802 40,383 Income tax benefit (expense) (3) (3) 0 59 Net income 19,357 11,578 8,802 40,442 (1) Other financial items consist of other finance expenses and net gain (loss) on foreign currency transactions 100% utilization in Q3 and positive gain on market-to-market valuation of derivatives
  • 23. 23 Adjusted EBITDA Unaudited, USD in thousands 3Q 2016 2Q 2016 3Q 2015 FY2015 Net income 19,357 11,578 8,802 40,443 Interest income (6) 0 0 (8) Interest expense 5,129 5,055 4,322 17,451 Depreciation 13,920 13,913 12,420 48,844 Goodwill impairment charge — — — 6,217 Income tax (benefits) expense 3 3 — (59) EBITDA(1) 38,403 30,549 25,543 112,888 Other financial items(2) (3,311) 3,592 6,624 10,304 Adjusted EBITDA(1) 35,092 34,141 32,167 123,192 (1) EBITDA, Adjusted EBITDA and distributable cash flow are non-GAAP financial measures used by management and external users of ur financial statements. Please see Appendix A for definitions of EBITDA, Adjusted EBITDA and distributable cash flow and a reference to reconciliation to net income, the most directly comparable GAAP financial measure. (2) Other financial items consist of other finance expense, realized and unrealized gain (loss) on derivative instruments and net gain (loss) on foreign currency transactions. Highest ever quarterly Adjusted EBITDA
  • 24. 24 Distributable cash flow Unaudited, USD in thousands 3Q 2016 2Q 2016 3Q 2015 FY2015 Net income 19,357 11,578 8,802 40,442 Add: Depreciation 13,920 13,913 12,420 48,844 Goodwill impairment charge — — — 6,217 Other non-cash items; deferred costs amortization debt 310 287 289 1,149 Unrealized losses from interest rate derivatives and forward exchange currency contracts — 1,608 4,032 8,629 Less: Estimated maintenance and replacement capital expenditures (including drydocking reserve) (7,894) (7,894) (6,749) (26,704) Other non-cash items; deferred revenue and accrued income (967) (1,032) (858) (3,432) Unrealized gains from interest rate derivatives and forward exchange currency contracts (4,438) — (1,789) (8,239) Distributable cash flow(1) 20,288 18,460 16,147 66,907 Total distributions 15,027 15,027 15,110 56,922 Distribution coverage ratio(2) 1.35X 1.23X 1.07X 1,18X Highest ever quarterly distributable cash flow (1) Distributable cash flow is a non-GAAP financial measure used by management and external users of our financial statements. Please see Appendix A for a definition of distributable cash flow and a reference to reconciliation to net income, the most directly comparable GAAP financial measure. (2) Distribution coverage ratio is equal to distributable cash flow divided by distributions declared for the period presented.
  • 25. 25 Balance sheet Unaudited, USD in thousands At September 30, 2016 At December 31, 2015 At September 30, 2016 At December 31, 2015 Current assets: Current liabilities Cash and cash equivalents 27,382 23,573 Current portion of long-term debt 48,877 48,535 Derivative assets 1,645 — Derivative liabilities 2,621 5,138 Other current assets 2,282 2,707 Contract liabilities 1,518 15,18 Other current liabilities 15,160 10,345 Total current assets 31,309 26,280 Total current liabilities 68,176 65,536 Long-term liabilities: Long-term debt 586,332 619,187 Derivative liabilities 4,132 1,232 Contract liabilities 8,619 9,757 Long-term assets: Deferred tax liabilities 957 877 Net vessels and equipment 1,154,647 1,192,927 Other long-term liabilities 1,427 2,543 Derivative assets — 695 Total liabilities 669,643 699,132 Accrued income 921 — Total long-term assets 1,186,877 1,193,622 Total partners’ equity 517,234 520,770 Total assets 1,186,877 1,219,902 Total equity and liabilities 1,186,877 1,219,902 Available liquidity of USD 62.4m(1) vs. requirement of USD 18.5m 13,008 (1) Consist of cash and cash equivalents of $27.4 million and an undrawn revolving credit facility of $35 million as of September 30, 2016
  • 26. 26 Non-GAAP Financial Measures EBITDA and Adjusted EBITDA EBITDA is defined as earnings before interest, depreciation and taxes. Adjusted EBITDA refers to earnings before interest, depreciation, taxes, goodwill impairment charges and other financial items (including other finance expenses, realized and unrealized gain (loss) on derivative instruments and net gain (loss) on foreign currency transactions). EBITDA is used as a supplemental financial measure by management and external users of financial statements, such as our lenders, to assess KNOP’s financial and operating performance and our compliance with the financial covenants and restrictions contained in KNOP’s financing agreements. Adjusted EBITDA is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess the KNOP’s financial and operating performance. The Partnership believes that Adjusted EBITDA assists its management and investors by increasing the comparability of its performance from period to period and against the performance of other companies in its industry that provide Adjusted EBITDA information. This increased comparability is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, taxes, goodwill impairment charges and depreciation, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. The Partnership believes that including Adjusted EBITDA as a financial measure benefits investors in (a) selecting between investing in the Partnership and other investment alternatives and (b) monitoring the Partnership’s ongoing financial and operational strength in assessing whether to continue to hold common units. EBITDA and Adjusted EBITDA are non-GAAP financial measures and should not be considered an alternatives to net income or any other indicator of Partnership performance calculated in accordance with GAAP. The reconciliation of EBITDA and Adjusted EBITDA please see KNOPs filings, which are available on SEC’s website at www.sec.com and on KNOP’s website at www.knotoffshorepartners.com Distributable Cash Flow Distributable cash flow represents net income adjusted for depreciation, unrealized gains and losses from derivatives, unrealized foreign exchange gains and losses, goodwill impairment charges, other non-cash items and estimated maintenance and replacement capital expenditures. Estimated maintenance and replacement capital expenditures, including estimated expenditures for drydocking, represent capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by KNOP’s capital assets. The Partnership believes distributable cash flow is an important measure of operating performance used by management and investors in publicly-traded partnerships to compare the cash generating performance of KNOP from period to period and to compare the cash generating performance for specific periods to the cash distributions (if any) that are expected to be paid to KNOP’s unitholders. Distributable cash flow is a non-GAAP financial measure and should not be considered as an alternative to net income or any other indicator of KNOT Offshore Partners’ performance calculated in accordance with GAAP. The reconciliation of Distributable Cash flow please see KNOPs filings, which are available on SEC’s website at www.sec.com and on KNOP’s website at www.knotoffshorepartners.com
  • 27. 27 Reconciliation of estimated net income and estimated EBITDA for KNOT 19 For KNOT 19, the entity that the Partnership intends to pending purchase in the acquisition, estimated net income and estimated EBITDA for the year ending December 31, 2017 are based on the following assumptions: • closing of the Acquisition and timely receipt of charter hire specified in the time charter contract; • utilization of the Raquel Knutsen of 363 days per year and no drydocking of the vessel; • no realized or unrealized gains or losses on derivative instruments related to KNOT 19’s financing arrangements; • vessel operating costs per current internal estimates; and • general and administrative expenses based on management’s current internal estimates. We consider the above assumptions to be reasonable as of the date hereof, but if these assumptions prove to be incorrect, actual net income and EBITDA for KNOT 19 could differ materially from our estimates. Neither our independent auditors nor any other independent accountants have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability and assume no responsibility for, and disclaim any association with, such prospective financial information. The table below reconciles estimated EBITDA to estimated net income, the most directly comparable GAAP measure, in connection with the intended acquisition of KNOT 19. Unaudited, USD in thousands Year Ending December 31, 2017 (unaudited) Net income 6,041 Interest expense (2,353) Depreciation (4,614) Income tax expense — EBITDA 13,008