UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
Commission File Number: 001-35866
KNOT OFFSHORE PARTNERS LP
(Translation of registrants name into English)
2 Queens Cross,
Aberdeen, Aberdeenshire
AB15 4YB
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
KNOT OFFSHORE PARTNERS LP
REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-195976) ORIGINALLY FILED WITH THE SEC ON MAY 15, 2014.
2
KNOT OFFSHORE PARTNERS LP
Unaudited Condensed Consolidated and Combined Carve-Out Statements of Operations
For the Three Months Ended March 31, 2015 and 2014
(U.S. Dollars in thousands, except per unit amounts)
Three Months Ended
March 31, |
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2015 | 2014 | |||||||
Operating revenues: (Notes 3 and 8) |
||||||||
Time charter and bareboat revenues |
$ | 36,071 | $ | 21,766 | ||||
Other income |
149 | 8 | ||||||
|
|
|
|
|||||
Total revenues |
36,220 | 21,774 | ||||||
|
|
|
|
|||||
Operating expenses: (Note 8) |
||||||||
Vessel operating expenses |
6,807 | 4,597 | ||||||
Depreciation |
11,400 | 6,780 | ||||||
General and administrative expenses |
1,068 | 1,043 | ||||||
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|
|
|
|||||
Total operating expenses |
19,275 | 12,420 | ||||||
|
|
|
|
|||||
Operating income |
16,945 | 9,354 | ||||||
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|
|
|
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Finance income (expense): (Note 8) |
||||||||
Interest income |
1 | 1 | ||||||
Interest expense |
(4,186 | ) | (2,713 | ) | ||||
Other finance expense |
(20 | ) | (221 | ) | ||||
Realized and unrealized (loss) gain on derivative instruments (Note 4) |
(5,623 | ) | 46 | |||||
Net gain (loss) on foreign currency transactions |
72 | (24 | ) | |||||
|
|
|
|
|||||
Total finance expense |
(9,756 | ) | (2,911 | ) | ||||
|
|
|
|
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Income before income taxes |
7,189 | 6,443 | ||||||
Income tax expense (Note 7) |
(3 | ) | (19 | ) | ||||
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|
|
|
|||||
Net income |
$ | 7,186 | $ | 6,424 | ||||
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|
|
|
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General partners interest in net income |
136 | 128 | ||||||
Limited partners interest in net income |
7,050 | 6,296 | ||||||
Earnings per unit: (Note 10) |
||||||||
Common units (basic and diluted) |
$ | 0.297 | $ | 0.367 | ||||
Subordinated units (basic and diluted) |
$ | 0.345 | $ | 0.368 | ||||
General partner units (basic and diluted) |
$ | 0.297 | $ | 0.367 | ||||
Cash distributions declared and paid per unit (Note 10) |
$ | 0.510 | $ | 0.435 |
The accompanying notes are an integral part of the unaudited condensed consolidated and combined carve-out interim financial statements.
3
KNOT OFFSHORE PARTNERS LP
Unaudited Condensed Consolidated and Combined Carve-Out Statements of Comprehensive Income
for the Three Months Ended March 31, 2015 and 2014
(U.S. Dollars in thousands)
Three Months Ended
March 31, |
||||||||
2015 | 2014 | |||||||
Net income |
$ | 7,186 | $ | 6,424 | ||||
Other comprehensive income, net of tax |
| | ||||||
|
|
|
|
|||||
Comprehensive income |
$ | 7,186 | $ | 6,424 | ||||
|
|
|
|
The accompanying notes are an integral part of the unaudited condensed consolidated and combined carve-out interim financial statements.
4
KNOT OFFSHORE PARTNERS LP
Unaudited Condensed Consolidated and Combined Carve-Out Balance Sheets
As of March 31, 2015 and December 31, 2014
(U.S. Dollars in thousands)
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents (Note 5) |
$ | 32,746 | $ | 30,746 | ||||
Amounts due from related parties (Note 8) |
173 | 130 | ||||||
Inventories |
1,079 | 915 | ||||||
Other current assets |
4,597 | 3,958 | ||||||
|
|
|
|
|||||
Total current assets |
38,595 | 35,749 | ||||||
|
|
|
|
|||||
Long-term assets: |
||||||||
Vessels and equipment: |
||||||||
Vessels |
1,131,253 | 1,131,321 | ||||||
Less accumulated depreciation and amortization |
(120,847 | ) | (109,464 | ) | ||||
|
|
|
|
|||||
Vessels and equipment, net |
1,010,406 | 1,021,857 | ||||||
|
|
|
|
|||||
Goodwill |
6,217 | 6,217 | ||||||
Deferred debt issuance cost |
3,683 | 3,959 | ||||||
Derivative assets (Notes 4 and 5) |
370 | 2,966 | ||||||
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|
|
|
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Total assets |
$ | 1,059,271 | $ | 1,070,748 | ||||
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|
|
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Liabilities and Partners Capital/Owners Equity |
||||||||
Current liabilities: |
||||||||
Trade accounts payable |
$ | 1,743 | $ | 1,869 | ||||
Accrued expenses |
3,812 | 2,735 | ||||||
Current portion of long-term debt (Notes 5 and 6) |
38,718 | 38,718 | ||||||
Current portion of derivative liabilities (Notes 5 and 6) |
8,967 | 7,450 | ||||||
Income taxes payable (Note 7) |
137 | 362 | ||||||
Current portion of contract liabilities |
1,518 | 1,518 | ||||||
Prepaid charter and deferred revenue |
6,595 | 6,751 | ||||||
Amount due to related parties (Note 8) |
401 | 628 | ||||||
|
|
|
|
|||||
Total current liabilities |
61,891 | 60,031 | ||||||
|
|
|
|
|||||
Long-term liabilities: |
||||||||
Long-term debt (Notes 5 and 6) |
553,924 | 562,503 | ||||||
Derivative liabilities (Note 5) |
483 | | ||||||
Contract liabilities |
10,896 | 11,275 | ||||||
Deferred tax liabilities (Note 7) |
1,293 | 1,402 | ||||||
Long-term debt from related parties (Note 6) |
12,000 | 12,000 | ||||||
Other long-term liabilities |
3,693 | 4,172 | ||||||
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|
|
|
|||||
Total liabilities |
644,180 | 651,383 | ||||||
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|
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Commitments and contingencies (Note 9) |
||||||||
Equity: |
||||||||
Partners capital: |
||||||||
Common unitholders |
304,877 | 307,544 | ||||||
Subordinated unitholders |
102,161 | 103,680 | ||||||
General partner interest |
8,053 | 8,141 | ||||||
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|
|
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Total partners capital |
415,091 | 419,365 | ||||||
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|
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|
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Total liabilities and equity |
$ | 1,059,271 | $ | 1,070,748 | ||||
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|
The accompanying notes are an integral part of the unaudited condensed consolidated and combined carve-out interim financial statements.
5
KNOT OFFSHORE PARTNERS LP
Unaudited Condensed Consolidated and Combined Carve-Out
Statements of Changes in Partners Capital
for the Three Months Ended March 31, 2015 and 2014
(U.S. Dollars in thousands)
Partners Capital |
Accumulated
Other Comprehensive Income |
Total Partners
Capital |
||||||||||||||||||
Common
Units |
Subordinated
Units |
General
Partner |
||||||||||||||||||
Consolidated balance at December 31, 2013 |
$ | 168,773 | $ | 107,857 | $ | 5,297 | $ | | $ | 281,927 | ||||||||||
Net income |
3,143 | 3,153 | 128 | | 6,424 | |||||||||||||||
Other comprehensive income |
| | | | | |||||||||||||||
Cash distributions (1) |
(3,727 | ) | (3,737 | ) | (152 | ) | (7,616 | ) | ||||||||||||
Consolidated balance at March 31, 2014 |
168,189 | 107,273 | 5,273 | | 280,735 | |||||||||||||||
Consolidated balance at December 31, 2014 |
307,544 | 103,680 | 8,141 | | 419,365 | |||||||||||||||
Net income |
4,098 | 2,952 | 136 | | 7,186 | |||||||||||||||
Other comprehensive income |
| | | | | |||||||||||||||
Cash Distribution(1) |
(6,765 | ) | (4,471 | ) | (224 | ) | | (11,460 | ) | |||||||||||
Consolidated balance at March 31, 2015 |
$ | 304,877 | $ | 102,161 | $ | 8,053 | $ | | $ | 415,091 |
(1) | This includes cash distributions to holders of the incentive distribution rights (IDRs) for the three months ended March 31, 2015 and 2014. |
The accompanying notes are an integral part of the unaudited condensed consolidated and combined carve-out interim financial statements.
6
KNOT OFFSHORE PARTNERS LP
Unaudited Condensed Consolidated and Combined Carve-Out Statements of Cash Flows
for the Three Months Ended March 31, 2015 and 2014
(U.S. Dollars in thousands)
Three Months Ended
March 31, |
||||||||
2015 | 2014 | |||||||
Cash flows provided by operating activities: |
||||||||
Net income |
$ | 7,186 | $ | 6,424 | ||||
Adjustments to reconcile net income to cash provided by operating activities: |
||||||||
Depreciation |
11,400 | 6,780 | ||||||
Amortization of contract intangibles / liabilities |
(379 | ) | (379 | ) | ||||
Amortization of deferred revenue |
(479 | ) | (107 | ) | ||||
Amortization of deferred debt issuance cost |
284 | 279 | ||||||
Income tax expense |
3 | 19 | ||||||
Income taxes paid |
(214 | ) | | |||||
Unrealized loss (gain) on derivative instruments |
4,597 | (99 | ) | |||||
Unrealized loss on foreign currency transactions |
15 | 44 | ||||||
Other items |
| 33 | ||||||
Changes in operating assets and liabilities |
||||||||
(Increase) decrease in amounts due from related parties |
(43 | ) | (114 | ) | ||||
(Increase) decrease in inventories |
(164 | ) | (80 | ) | ||||
(Increase) decrease in other current assets |
(639 | ) | (349 | ) | ||||
(Decrease) increase in trade accounts payable |
(130 | ) | (171 | ) | ||||
Increase in accrued expenses |
1,077 | 63 | ||||||
Decrease in prepaid revenue |
(156 | ) | (58 | ) | ||||
Decrease in amounts due to related parties |
(227 | ) | (70 | ) | ||||
|
|
|
|
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Net cash provided by operating activities |
22,131 | 12,215 | ||||||
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|
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Cash flows from investing activities: |
||||||||
Disposals to vessel and equipment |
52 | 80 | ||||||
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|
|
|
|||||
Net cash provided by investing activities |
52 | 80 | ||||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Accumulated interest expense on long-term debt from related parties |
| 263 | ||||||
Repayment of long-term debt |
(8,579 | ) | (7,397 | ) | ||||
Payments of debt issuance cost |
(8 | ) | | |||||
Cash distribution |
(11,460 | ) | (7,616 | ) | ||||
Change in restricted cash |
| (998 | ) | |||||
|
|
|
|
|||||
Net cash used in financing activities |
(20,047 | ) | (15,748 | ) | ||||
|
|
|
|
|||||
Effect of exchange rate changes on cash |
(136 | ) | (45 | ) | ||||
Net increase (decrease) in cash and cash equivalents |
2,000 | (3,498 | ) | |||||
Cash and cash equivalents at the beginning of the year |
30,746 | 28,836 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at the end of the year |
$ | 32,746 | $ | 25,338 | ||||
|
|
|
|
The accompanying notes are an integral part of the unaudited condensed consolidated and combined carve-out interim financial statements.
7
KNOT OFFSHORE PARTNERS LP
Notes to Unaudited Condensed Consolidated and Combined Carve-Out Financial Statements
1) Description of Business
KNOT Offshore Partners LP (the Partnership) is a publicly traded Marshall Islands limited partnership initially 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 Partnerships initial public offering of common units (the IPO) which was completed in April 2013.
As of March 31, 2015, the Partnership had a fleet of eight shuttle tankers, the Windsor Knutsen , the Bodil Knutsen , the Recife Knutsen , the Fortaleza Knutsen , the Carmen Knutsen, the Hilda Knutsen, the Torill Knutsen , and the Dan Cisne , each referred to as a Vessel and, collectively, as the Vessels. The Vessels operate under fixed long-term charter contracts to charterers, except for the Windsor Knutsen. In April 2014, the Partnership was notified that BG Group Plc (BG Group) would not exercise its option to extend the Windsor Knutsen time charter after the expiration of its initial term. In July 2014, the vessel was re-delivered. In June 2014, the Partnership entered into a new two-year time charter contract, which was subsequently amended in June 2015, with BG Group for the Windsor Knutsen that will commence in the fourth quarter of 2015. The time charter with BG Group has six one-year extension options. Prior to the commencement of its time charter with BG Group, the Windsor Knutsen will be employed under a time-charter with KNOT. The time charter for the Bodil Knutsen expires in 2016 and contains customer options for extension through 2019. The Recife Knutsen and the Fortaleza Knutsen are under bareboat charter contracts that expire in 2023. The time charter for the Carmen Knutsen expires in 2018 and contains customer options for extension through 2021. The time charters for the Hilda Knutsen and the Torill Knutsen each expire in 2018 and contain a customer option for extension through 2023. The Dan Cisne is under a bareboat charter contract that expires in 2023.
2) Summary of Significant Accounting Policies
(a) Basis of Preparation
The accompanying unaudited condensed consolidated and combined carve-out financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the SEC) for interim financial information. All intercompany balances and transactions are eliminated. The unaudited condensed consolidated and combined carve-out financial statements do not include all the disclosures and information required for a complete set of annual financial statements; and, therefore, these unaudited condensed consolidated and combined carve-out financial statements should be read in conjunction with the audited consolidated and combined carve-out financial statements for the year ended December 31, 2014, which are included in the Partnerships Annual Report on Form 20-F (the 20-F).
Under the Partnerships First Amended and Restated Agreement of Limited Partnership (the Partnership Agreement), KNOT Offshore Partners GP LLC, a wholly owned subsidiary of KNOT, and the general partner of the Partnership (the General Partner), has irrevocably delegated to the Partnerships 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 Partnerships IPO in April 2013 until the time of the Partnerships first annual general meeting (AGM) on June 25, 2013, the General Partner retained the sole power to appoint, remove and replace all members of the Partnerships board of directors. From 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 retains the power to control the Partnerships 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 will not account for any vessel acquisitions from KNOT after June 25, 2013 as a transfer of equity interests between entities under common control.
In June 2014 and December 2014, the Partnership acquired from KNOT a 100% interest in the subsidiaries that own and operate the Hilda Knutsen and the Torill Knutsen, and the Dan Cisne, respectively. Accordingly, the results of these acquisitions are consolidated into the Partnerships results from the respective dates of their acquisition. The Partnership accounted for these acquisitions as an acquisition of a business.
(b) Significant accounting policies
The accounting policies adopted in the preparation of the unaudited condensed consolidated and combined carve-out interim financial statements are consistent with those followed in the preparation of the Partnerships audited consolidated and combined carve-out financial statements for the year ended December 31, 2014, as contained in the Partnerships 20-F.
(c) Accounting pronouncement not yet adopted
In May 2014, the Financial Accounting Standards Board (or FASB) and the International Accounting Standards Board (IASB) issued a comprehensive revenue recognition standard that will supersede existing revenue guidance under US GAAP and IFRS, Accounting Standards Update 2014-09, Revenue from Contracts with Customers , (or ASU 2014-09) for U.S. GAAP. ASU 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update creates a five-step model that requires an entity to exercise judgment when
8
considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted under U.S. GAAP. The Partnership is evaluating the effect of adopting this new accounting guidance.
In August 2014, FASB issued Presentation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 requires management to evaluate whether there are conditions and events that raise substantial doubt about the entitys 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, the FASB issued ASU 2015-03, 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, consistent with debt discounts. For KNOT Offshore Partners LP as a public business entity, the guidance is effective for annual and interim periods beginning after 15 December 2015. Early adoption is permitted. The Partnership has not yet adopted ASU 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The adoption of the new standard will have an impact on the balance sheets and reduce total assets and total liabilities. Also the implementation will be applied retrospectively.
9
3) 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 March 31, 2015, the Partnerships fleet consisted of eight vessels and operated under five time charters and three bareboat charters. At March 31, 2014, the Partnerships fleet consisted of five vessels and operated under three time charters and two bareboat charters. Under the time charters and bareboat charters, the charterer, not the Partnership, controls the choice of which trading areas the applicable Vessel will serve. Accordingly, the Partnerships management, including the chief operating decision makers, does not evaluate performance according to geographical region.
The following table presents revenues and percentage of consolidated and combined revenues for customers that accounted for more than 10% of the Partnerships consolidated and combined revenues during the three months ended March 31, 2015 and 2014. All of these customers are subsidiaries of major international oil companies, except KNOT, which is currently chartering the Windsor Knutsen until she is delivered to BG Group in fourth quarter of 2015.
Three Months Ended
March 31, |
||||||||||||||||
(U.S. Dollars in thousands) |
2015 | 2014 | ||||||||||||||
Fronape International Company, a subsidiary of Petrobras Transporte S.A. |
$ | 8,676 | 24 | % | $ | 6,224 | 29 | % | ||||||||
Eni Trading and Shipping S.pA |
11,504 | 32 | % | | | |||||||||||
Statoil ASA |
5,698 | 16 | % | 5,466 | 25 | % | ||||||||||
Repsol Sinopec Brasil, S.A., a subsidiary of Repsol Sinopec Brasil, B.V. |
5,015 | 14 | % | 5,015 | 23 | % | ||||||||||
Brazil Shipping I Limited, a subsidiary of BG Group Plc |
| | 5,061 | 23 | % | |||||||||||
Knutsen NYK Offshore Tankers AS (Guarantee) |
5,178 | 14 | % | | |
4) Derivative Instruments
The unaudited condensed consolidated and combined carve-out financial statements include the results of interest rate swap contracts to manage the Partnerships 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 currency other than U.S. Dollars 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 counterpartys 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.
As of March 31, 2015, the Partnership had entered into various interest swap agreements for a total notional amount of $382.3 million to hedge against the interest rate risks of its variable rate borrowings. Under the terms of the interest rate swap agreements, the Partnership receives interest based on three or six month LIBOR and pays a weighted average interest rate of 1.47%.
As of March 31, 2015 and December 2014, the total notional amount of the Partnerships outstanding interest rate swap contracts that were entered into in order to hedge outstanding or forecasted debt obligations were $382.3 million and $382.3 million, respectively. As of March 31, 2015 and December 31, 2014, the carrying amount of the interest rate swaps contracts were net liabilities of $4.8 million and $1.7 million. See Note 5 Fair Value Measurements.
10
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 Partnerships 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 Norwegian Kroner (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 March 31, 2015 and December 31, 2014, the total contract amount in foreign currency of the Partnerships 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 127.9 million and NOK 127.9 million, respectively. As of March 31, 2015 and December 31, 2014, the carrying amount of the Partnerships foreign exchange forward contracts was a liability of $4.3 million and $2.7 million, respectively. See Note 5 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 three months ended March 31, 2015 and 2014:
Three Months Ended
March 31, |
||||||||
(U.S. Dollars in thousands) | 2015 | 2014 | ||||||
Realized gain (loss) |
||||||||
Interest rate swap contracts |
$ | (1,026 | ) | $ | (554 | ) | ||
Foreign exchange forward contracts |
| 252 | ||||||
Unrealized gain (loss) |
||||||||
Interest rate swap contracts |
(3,075 | ) | 348 | |||||
Foreign exchange forward contracts |
(1,522 | ) | | |||||
|
|
|
|
|||||
Total realized and unrealized (loss) gain |
$ | (5,623 | ) | $ | 46 | |||
|
|
|
|
5) Fair Value Measurements
(a) Fair Value of Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Partnerships financial instruments as of March 31, 2015 and December 31, 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.
March 31, 2015 | December 31, 2014 | |||||||||||||||
(U.S. Dollars in thousands) |
Carrying
Amount |
Fair Value |
Carrying
Amount |
Fair Value | ||||||||||||
Financial assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 32,746 | $ | 32,746 | $ | 30,746 | $ | 30,746 | ||||||||
Non-current derivative assets: |
||||||||||||||||
Interest rate swap contracts |
370 | 370 | 2,966 | 2,966 | ||||||||||||
Financial liabilities: |
||||||||||||||||
Current derivative liabilities: |
||||||||||||||||
Interest rate swap contracts |
4,703 | 4,703 | 4,708 | 4,708 | ||||||||||||
Foreign exchange forward contract |
4,264 | 4,264 | 2,742 | 2,742 | ||||||||||||
Non-current derivative liabilities: |
||||||||||||||||
Interest rate swap contracts |
483 | 483 | | | ||||||||||||
Long-term debt, current and non-current |
604,642 | 604,642 | 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.
11
The fair values of the financial instruments shown in the above table as of March 31, 2015 and December 31, 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 Partnerships 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 Partnerships 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: the term of the swap, the notional amount of the swap, discount rates interpolated based on relevant LIBOR swap curves and the rate on the fixed leg of the swap. |
| 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 KNOT for similar debt instruments of comparable maturities by KNOTs and the Partnerships bankers as well as other banks that regularly compete to provide financing to the Partnership. As all long-term debt of the Partnership was refinanced in the period from June 2014 to November 2014, the fair value is based on the margin obtained in the refinancing and therefore the fair value equals the carrying value as of March 31, 2015 and December 31, 2014. |
(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 March 31, 2015 and December 31, 2014:
Fair Value Measurements at
Reporting Date Using |
||||||||||||||||
(U.S. Dollars in thousands) |
March 31,
2015 |
Quoted Price
in Active Markets for Identical Assets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
||||||||||||
Financial assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 32,746 | $ | 32,746 | $ | | $ | | ||||||||
Non-current derivative assets: |
||||||||||||||||
Interest rate swap contracts |
370 | | 370 | | ||||||||||||
Financial liabilities: |
||||||||||||||||
Current derivative liabilities: |
||||||||||||||||
Interest rate swap contracts |
4,703 | | 4,703 | | ||||||||||||
Foreign exchange forward contracts |
4,264 | | 4,264 | | ||||||||||||
Non-current derivative liabilities: |
||||||||||||||||
Interest rate swap contracts |
483 | | 483 | | ||||||||||||
Long-term debt, current and non-current |
604,642 | | 604,642 | |
12
Fair Value Measurements at
Reporting Date Using |
||||||||||||||||
(U.S. Dollars in thousands) |
December 31,
2014 |
Quoted Price
in Active Markets for Identical Assets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
||||||||||||
Financial assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 30,746 | $ | 30,746 | $ | | $ | | ||||||||
Non-current derivative assets: |
||||||||||||||||
Interest rate swap contracts |
2,966 | | 2,966 | | ||||||||||||
Financial liabilities: |
||||||||||||||||
Current derivative liabilities: |
||||||||||||||||
Interest rate swap contracts |
4,708 | | 4,708 | | ||||||||||||
Foreign exchange forward contracts |
2,742 | | 2,742 | | ||||||||||||
Non-current derivative liabilities: |
||||||||||||||||
Interest rate swap contracts |
| | | | ||||||||||||
Long-term debt, current and non-current |
613,221 | | 613,221 | |
The Partnerships 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 March 31, 2015 and December 31, 2014.
6) Long-Term Debt
As of March 31, 2015 and December 31, 2014, the Partnership had the following debt amounts outstanding:
March 31, | December 31, | |||||||||
(U.S. Dollars in thousands) | Vessel | 2015 | 2014 | |||||||
$220 million loan facility |
Windsor Knutsen, Bodil Knutsen,
Carmen Knutsen |
$ | 208,214 | $ | 212,142 | |||||
$20 million revolving credit facility |
Windsor Knutsen, Bodil Knutsen,
Carmen Knutsen |
20,000 | 20,000 | |||||||
$140 million loan facility |
Fortaleza Knutsen &
Recife Knutsen |
133,438 | 135,625 | |||||||
$117 million loan facility |
Hilda Knutsen | 85,492 | 86,724 | |||||||
$117 million loan facility |
Torill Knutsen | 86,728 | 87,960 | |||||||
$58.8 million loan facility |
Dan Cisne | 58,770 | 58,770 | |||||||
$12.0 million Sellers Credit |
12,000 | 12,000 | ||||||||
|
|
|
|
|||||||
Total long-term debt |
604,642 | 613,221 | ||||||||
|
|
|
|
|||||||
Less current installments |
38,718 | 38,718 | ||||||||
Less $12.0 million Sellers Credit |
12,000 | 12,000 | ||||||||
|
|
|
|
|||||||
Long-term debt, excluding current installments and Sellers Credit |
$ | 553,924 | $ | 562,503 | ||||||
|
|
|
|
The Partnerships outstanding debt of $604.6 million as of March 31, 2015 is repayable as follows:
(US $ in thousands) |
Period
repayment |
Balloon
repayment |
||||||
Remainder of 2015 |
$ | 30,139 | $ | | ||||
2016 |
39,018 | | ||||||
2017 |
39,318 | | ||||||
2018 |
38,387 | 136,500 | ||||||
2019 |
18,132 | 269,678 | ||||||
2020 and thereafter |
27,000 | 6,470 | ||||||
|
|
|
|
|||||
Total |
$ | 191,994 | $ | 412,648 | ||||
|
|
|
|
As of March 31, 2015, the interest rates on the Partnerships loan agreements were LIBOR plus a fixed margin ranging from 2.125% to 4.5%.
In June 2014, the Partnerships subsidiaries KNOT Shuttle Tankers 18 AS, KNOT Shuttle Tankers 17 AS and Knutsen Shuttle Tankers 13 AS entered into a senior secured loan facility in an aggregate amount of $240 million (the Senior Secured Loan Facility). 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). In June 2014, the Partnerships subsidiary Knutsen Shuttle Tankers XII AS entered into a senior 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. The $117 million secured loan facility (the Hilda Facility) was entered into in 2011 in connection with financing the building of Hilda Knutsen . In connection with the Partnerships acquisition of Knutsen Shuttle Tankers 14 AS, the company that owns the Hilda Knutsen , on June 30, 2014, the
13
$117 million senior secured loan facility was amended prior to the acquisition. The $117 million secured loan facility (the Torill Facility) was entered into in 2011 in connection with financing the building of Torill Knutsen . In connection with the Partnerships acquisition of Knutsen Shuttle Tankers 14 AS, the company that owns the Torill Knutsen , on June 30, 2014, the $117 million senior secured loan facility was amended prior to the acquisition. In April 2014, KNOTs 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 purchase of the vessels from J. Lauritzen. In connection with the Partnerships acquisition of KNOT Shuttle Tankers 20 AS, the company that owns the Dan Cisne , in December 2014, the $172.5 million senior secured loan facility was split into a tranche which was related to the Dan Cisne of $58.8 million (the Dan Cisne Facility). The Partnership and KNOT Shuttle Tankers AS have guaranteed the facilities listed above. As of March 31, 2014, the Borrowers and the Partnership were in compliance with all covenants under the facilities listed above.
As part of the financing for the purchase of the Dan Cisne, KNOT provided a $12.0 million Sellers Credit that was guaranteed by the Partnership. The acquisition was completed on December 15, 2014.
7) Income Taxes
Components of Current and Deferred Tax Expense
After the reorganization of the Partnerships predecessors activities into the new group structure in February 2013, all profit from continuing operations in Norway is taxable within the Norwegian Tonnage Tax regime (the tonnage tax regime). The consequence of the reorganization was a one-time entrance tax into the Norwegian tonnage tax regime due to the Partnerships acquisition of the shares in the subsidiary that owns the Fortaleza Knutsen and the Recife Knutsen . 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. 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 financial statements.
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 is payable over several years and is calculated by multiplying the tax rate by the declining balance of the gain, which will decline by 20% each year. The amount payable will be effected by the change in tax rate which was reduced to 27 % in 2014 from 28 % in 2013 and the fluctuation in currency rates. Approximately $0.6 million of the estimated entrance tax was paid during 2014 and $0.2 million was paid during first quarter of 2015, and approximately $0.1 million is estimated to be payable in the second quarter of 2015 and is presented as income taxes payable, while $1.3 million is presented as non-current deferred taxes payable.
Profit and loss from continuing operation before income taxes was taxable to Norway and significant components of current and deferred income tax expense attributable to income from continuing operations for the three months ended March 31, 2015 and 2014 as follows:
Three Months Ended,
March 31, |
||||||||
(U.S. Dollars in thousands, except tax rate) | 2015 | 2014 | ||||||
Income before income taxes |
$ | 7,189 | $ | 6,443 | ||||
Income tax expense |
(3 | ) | (19 | ) | ||||
Effective tax rate |
0 | % | 0 | % |
A valuation allowance for deferred tax assets is recorded when it is more likely than not that some of or all of the benefit from the deferred tax assets will not be realized. 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 Partnerships 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, and there are no deferred tax assets recognized as of March 31, 2015 and December 31, 2014.
14
8) Related Party Transactions
(a) Related Parties
Net expenses (income) from related parties included in the unaudited condensed consolidated and combined carve-out statements of operations for the three months ended March 31, 2015 and 2014 are as follows:
Three Months Ended
March 31, |
||||||||
(U.S. Dollars in thousands) | 2015 | 2014 | ||||||
Statements of operations: |
||||||||
Time charter and bareboat revenues: |
||||||||
Charter revenues from KNOT (1) |
$ | 5,178 | $ | | ||||
Operating expenses: |
||||||||
Technical and operational management fee from KNOT to Vessels (2) |
584 | 329 | ||||||
General and administrative expenses: |
||||||||
Administration fee from KNOT (3) |
187 | 161 | ||||||
Administration fee from KOAS (3) |
84 | 107 | ||||||
Administration fee from KOAS UK (3) |
37 | 37 | ||||||
Administration and management fee from KNOT (4) |
35 | 22 | ||||||
Accounting service fee from KNOT (5) |
| 25 | ||||||
Finance income (expense): |
||||||||
Interest expense charged from KNOT (6) |
(146 | ) | (128 | ) | ||||
|
|
|
|
|||||
Total income (expenses) |
$ | 4,105 | $ | (809 | ) | |||
|
|
|
|
(1) | 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. See Note 8(b)Related Party TransactionsGuarantees and Indemnifications. |
(2) | Technical and operational management fee from KNOT to Vessels : KNOT provides technical and operational management of the vessels on time charter including crewing, purchasing, maintenance and other operational services. In addition, there is also a charge for 24-hour emergency response services provided by KNOT for all vessels managed by KNOT. |
(3) | Administration fee from KNOT and Knutsen OAS Shipping AS (KOAS) and Knutsen OAS (UK) Ltd. (KOAS UK) : Administration costs include the compensation and benefits of KNOT management and administrative staff as well as other general and administration expenses. 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 (5) below). |
(4) | Administration 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 expense. For the bareboat vessels the shipowner has administration and management agreement with KNOT for general monitoring and follow up of the vessels. |
(5) | Accounting service fee from KNOT : KNOT invoiced each subsidiary a fixed fee for the preparation of the statutory financial statements. |
(6) | Interest expense charged from KNOT : KNOT invoiced interest (expense) income for any outstanding payables to (receivable from) owners and affiliates to the vessel-owning subsidiaries. |
(b) Guarantees and Indemnifications
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.
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 will be effective until the new BG Group time charter commences in the fourth quarter of 2015.
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 Partnerships business, which liabilities arise within three years after the closing of the IPO on April 15, 2013.
(c) Transactions with Management and Directors
See Note 8(a) for a discussion of the allocation principles for KNOTs administrative costs, including management and administrative staff, included in the consolidated and combined carve-out statements of operations.
15
(d) Amounts Due from (to) Related Parties
Balances with related parties consisted of the following:
(U.S. Dollars in thousands) |
At March 31,
2015 |
At December 31,
2014 |
||||||
Balance Sheets: |
||||||||
Trading balances due from KOAS |
$ | | $ | 77 | ||||
Trading balances due from KNOT and affiliates |
172 | 53 | ||||||
Trading balances due from TSSI and affiliates |
1 | | ||||||
|
|
|
|
|||||
Amount due from related parties |
$ | 173 | $ | 130 | ||||
|
|
|
|
|||||
Trading balances due to KOAS |
$ | 344 | $ | 423 | ||||
Trading balances due to KNOT and affiliates |
56 | 205 | ||||||
Trading balances due to TSSI |
1 | | ||||||
|
|
|
|
|||||
Amount due to related parties |
$ | 401 | $ | 628 | ||||
|
|
|
|
Amounts due from (to) related parties are unsecured and intended to be settled in the ordinary course of business. They primarily relate to vessel management and other fees due to KNOT 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) |
At March 31,
2015 |
At December 31,
2014 |
||||||
Balance Sheets: |
||||||||
Trading balances due to KOAS |
$ | 146 | $ | 792 | ||||
Trading balances due to KNOT and affiliates |
190 | 241 | ||||||
|
|
|
|
|||||
Trade accounts payables to related parties |
$ | 336 | $ | 1,033 | ||||
|
|
|
|
9) Commitments and Contingencies
Assets Pledged
As of March 31, 2015 and December 31, 2014, Vessels with a book value of $1,010 million and $1,022 million, respectively, were pledged as security held as guarantee for the Partnerships long-term debt and interest rate swap obligations. See Note 4 Derivative Instruments and Note 6 Long-Term Debt.
Claims and Legal Proceedings
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 Partnerships results of operations and financial condition.
16
10) Earnings per Unit and Cash Distributions
The calculations of basic and diluted earnings per unit (1) are presented below:
Three Months Ended
March 31, |
||||||||
(U.S. Dollars in thousands) | 2015 | 2014 | ||||||
Post IPO net income attributable to the partners of KNOT Offshore Partners LP |
7,186 | 6,424 | ||||||
Less: Distribution paid (2) |
12,053 | 7,616 | ||||||
Under (over) distributed earnings |
$ | (4,867 | ) | $ | (1,192 | ) | ||
Under (over) distributed earnings attributable to: |
||||||||
Common unitholders |
(2,944 | ) | (584 | ) | ||||
Subordinated unitholders |
(1,826 | ) | (584 | ) | ||||
General Partner |
(97 | ) | (24 | ) | ||||
Weighted average units outstanding (basic and diluted) (in thousands): |
||||||||
Common unitholders |
13,808 | 8,568 | ||||||
Subordinated unitholders |
8,568 | 8,568 | ||||||
General Partner |
457 | 350 | ||||||
Earnings per unit (basic and diluted): |
||||||||
Common unitholders |
0.297 | 0.367 | ||||||
Subordinated unitholders (3) |
0.345 | 0.368 | ||||||
General Partner |
0.297 | 0.367 | ||||||
Cash distributions declared and paid in the period per unit (4) |
0.490 | 0.435 | ||||||
Subsequent event: Cash distributions declared and paid per unit relating to the period (5) |
0.510 | 0.435 |
(1) | Earnings per unit have been calculated in accordance with the cash distribution provisions set forth in the Partnerships Partnership Agreement. |
(2) | 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 number of units outstanding at the record date. This includes cash distributions to the IDR holder (KNOT) for the three months ended March 31, 2015 and 2014 of $0.4 million and of $0.0 million, respectively. |
(3) | 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 three months ended March 31, 2015 and 2014 is $0.4 million and $0.0 million, respectively. |
(4) | Refers to cash distributions declared and paid during the period. |
(5) | Refers to cash distributions declared and paid subsequent to the period end. |
As of March 31, 2015, 60.5% of the Partnerships total number of units outstanding representing limited partner interests were held by the public (in the form of 13,807,500 common units, representing 100% of the Partnerships common units) and 37.5% of such units were held by KNOT (in the form of 8,567,500 subordinated units, representing 100% of the Partnerships subordinated units). In addition, KNOT, through its ownership of the General Partner, held the 2% general partner interest (in the form of 456,633 general partner units).
Earnings per unit are determined by dividing net income by the weighted-average number of units outstanding during the applicable period. The General Partners, 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 Partnerships board of directors to provide for the proper conduct of the Partnerships 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 of $0.375 per unit per quarter, plus 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.
Distributions of available cash from operating surplus will 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 a minimum quarterly distribution of $0.375; |
| 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 minimum quarterly distribution on the common units for prior quarters during the subordination period; and |
17
| third , 98.0% to the subordinated unitholders, pro rata, and 2.0% to the General Partner until each subordinated unit has received a minimum quarterly distribution of $0.375. |
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 minimum quarterly distribution and the target distribution levels have been achieved.
If for any quarter:
| the Partnership has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; 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 minimum quarterly distribution. |
then, the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders 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, 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, 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. |
In each case, the amount of the target distribution set forth above is exclusive of any distributions to common unitholders to eliminate any cumulative arrearages in payment of the minimum quarterly distribution. The percentage interests set forth above assume that the General Partner maintains its 2.0% general partner interest and that the Partnership does not issue additional classes of equity securities.
11) Equity Offerings
On June 27, 2014, the Partnership completed the sale of 4,600,000 common units, representing limited partner interests, in an underwritten public offering. In connection with the offering, the Partnership granted the underwriters a 30-day option to purchase an additional 690,000 common units. In connection with this closing, 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 Partnerships total net proceeds from the public offering and the related General Partners contribution were $146.7 million. Following this offering, KNOTs ownership interest in the Partnership (including the General Partners interest) was 39.5%.
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.
The following table shows the movement in the number of common units, subordinated units and general partner units from the time of the IPO until March 31, 2015.
(in units) | Common Units | Subordinated Units | General Partner Units | |||||||||
April 2013, Initial Public Offering (IPO) |
8,567,500 | 8,567,500 | 349,694 | |||||||||
December 31, 2013 |
8,567,500 | 8,567,500 | 349,694 | |||||||||
June 2014 |
4,600,000 | | 93,877 | |||||||||
July 2014 |
640,000 | | 13,062 | |||||||||
December 31, 2014 |
13,807,500 | 8,567,500 | 456,633 | |||||||||
March 31, 2015 |
13,807,500 | 8,567,500 | 456,633 |
12) Subsequent Events
The Partnership has evaluated subsequent events from the balance sheet date through June 29, 2015, the date at which the unaudited condensed 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:
18
On May 14, 2015, the Partnership paid a quarterly cash distribution of $0.51 per unit with respect to the quarter ended March 31, 2015. The aggregate amount of the paid distribution was $12.1 million.
On June 2, 2015, the Partnership completed the sale of 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 Partnerships total net proceeds from the June 2015 Offering and the related General Partners contribution were $116.3 million. 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 price of the Dan Sabia and to repay the $20.0 million revolving credit facility, the $12.0 million Sellers Credit and $7.5 million of the Dan Sabia facility, as described below. The remainder of the net proceeds will be available for general partnership purposes.
On June 15, 2015, the Partnerships wholly owned subsidiary, KNOT Shuttle Tankers AS, completed its acquisition of all of the interests in Knutsen Shuttle Tanker 21 AS, which owns and operates the Dan Sabia , from KNOT for a purchase price of $103.0 million, net of $64.5 million of outstanding indebtedness related to the vessel. The Partnership funded the cash portion of the purchase price with net proceeds from the June 2015 Offering.
On June 15, 2015 the Partnership repaid the $12.0 million Sellers Credit and $7.5 million of the Dan Sabia facility with a portion of the net proceeds from the June 2015 Offering.
On June 23, 2015, the Partnership repaid the revolving credit facility of $20.0 million with a portion of the net proceeds from the June 2015 Offering.
19
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context otherwise requires, references in this report to the Predecessor, the Partnership, we, our, us or like terms, when used in a historical context (periods prior to April 15, 2013), refer to our predecessor for accounting purposes. References when used in the present tense or prospectively (after April 15, 2013), refer to KNOT Offshore Partners LP and its subsidiaries, also referred to as the Partnership or we. Those statements in this section that are not historical in nature should be deemed forward-looking statements that are inherently uncertain. See Forward-Looking Statements on page 30 for a discussion of the factors that could cause actual results to differ materially from those projected in these statements.
This section should be read in conjunction with our unaudited condensed consolidated and combined carve-out financial statements for the interim periods presented elsewhere in this report, as well as our historical consolidated and combined carve-out financial statements and notes thereto included in our Annual Report on Form 20-F for the year ended December 31,2014 (the 2014 20-F). Under our Partnership Agreement, KNOT Offshore Partners GP LLC, the general partner of the Partnership (the General Partner), has irrevocably delegated to the Partnerships board of directors the power to oversee and direct the operations of, and to manage and determine the strategies and policies of, the Partnership. During the period from the Partnerships initial public offering (IPO) in April 2013 until the time of the Partnerships first annual general meeting (AGM) on June 25, 2013, the General Partner retained the sole power to appoint, remove and replace all members of the Partnerships board of directors. From the first AGM, four of the seven board members became electable by the common unitholders and accordingly, from this date, the General Partner no longer retains the power to control the Partnerships board of directors and, hence, the Partnership. As a result, the Partnership is no longer considered to be under common control with Knutsen NYK Offshore Tankers AS (KNOT) and as a consequence, the Partnership will not account for any vessel acquisitions from KNOT as transfer of a business between entities under common control.
General
We are a limited partnership formed to own, operate and acquire offshore shuttle tankers under long-term charters, which we define as charters of five years or more. Our fleet of shuttle tankers has been contributed to us by KNOT or purchased by us from KNOT. KNOT is jointly owned by TS Shipping Invest AS, or TSSI, and Nippon Yusen Kaisha, or NYK. TSSI is controlled by our Chairman and is a private Norwegian company with ownership interests in shuttle tankers, LNG tankers and product/chemical tankers. NYK is a Japanese public company with a fleet of approximately 800 vessels, including bulk carriers, containerships, tankers and specialized vessels.
As of March 31, 2015, we have a modern fleet of eight shuttle tankers that operate under long-term charters with major oil and gas companies engaged in offshore production. We intend to operate our vessels under long-term charters with stable cash flows and to grow our position in the shuttle tanker market through acquisitions from KNOT and third parties. Pursuant to the Omnibus Agreement we have entered into with KNOT in connection with the IPO (the Omnibus Agreement); we have the right to purchase from KNOT any shuttle tankers operating under charters of five or more years. This right will continue throughout the entire term of the Omnibus Agreement.
Recent Developments
Dan Sabia Acquisition
On June 15, 2015, the Partnerships wholly owned subsidiary, KNOT Shuttle Tankers AS, completed its acquisition of all of the interests in Knutsen Shuttle Tanker 21 AS, which owns and operates the Dan Sabia , from KNOT for a purchase price of $103.0 million, net of $64.5 million of outstanding indebtedness related to the vessel. The Partnership funded the cash portion of the purchase price with net proceeds from the June 2015 Offering described below.
Equity Offering
On June 2, 2015, the Partnership completed the sale of 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 Partnerships total net proceeds from the June 2015 Offering and the related General Partners contribution were $116.3 million. 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 price of the Dan Sabia and to repay the $20.0 million revolving credit facility, the $12.0 million Sellers Credit related to the acquisition of the Dan Cisne and $7.5 million of the Dan Sabia facility. The remainder of the net proceeds will be available for general partnership purposes.
Windsor Knutsen Charter Amendment
In April 2014, the Partnership was notified that BG Group Plc (BG Group) would not exercise its option to extend the Windsor Knutsen time charter after the expiration of its initial term. In July 2014, the vessel was re-delivered. In June 2014, the Partnership entered into a new two-year time charter contract, which was subsequently amended in June 2015 (the June 2015 Amendment), with BG Group for the Windsor Knutsen that will commence in the fourth quarter of 2015. The June 2015 Amendment, among other things, provides that BG Group will have three more one-year extension options, in addition to its existing three one-year extension options (for a total of six one-year extension options), and reduces
20
the time charter rate for the initial term of the charter by 3.4%. As a result of the June 2015 Amendment, the Partnership estimates that the next drydocking of the Windsor Knutsen will take place in the first half of 2017, instead of the previously estimated August or September of 2015. KNOTs agreement to compensate the Partnership for any difference between the original time charter rate and the new time charter rate pursuant to the Omnibus Agreement will remain in effect until April 2018.
Cash Distributions
On February 13, 2015, we paid a quarterly cash distribution of $0.49 per unit with respect to the quarter ended December 31, 2014. This cash distribution amounted to $11.5 million.
On May 14, 2015, we paid a quarterly cash distribution of $0.51 per unit with respect to the quarter ended March 31, 2015. This cash distribution amounted to $12.1 million.
Changes in Board and Management
On May 7, 2015, John Costain resigned from our board of directors. On June 1, 2015, Mr. Costain became our Chief Executive Officer and Chief Financial Officer. On May 7, 2015, 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. On May 7, 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.
Mr. Simon Bird has served as the Chief Executive of Bristol Port Company since 2000. 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 Majestys 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.
21
Results of Operations
Three Months Ended March 31, 2015 Compared with the Three Months Ended March 31, 2014
Three Months Ended
March 31, |
||||||||||||||||
(US $ in thousands) | 2015 | 2014 | Change | % Change | ||||||||||||
Time charter and bareboat revenues |
$ | 36,071 | $ | 21,766 | $ | 14,305 | 66 | % | ||||||||
Other income |
149 | 8 | 141 | 1,763 | % | |||||||||||
Vessel operating expenses |
6,807 | 4,597 | 2,210 | 48 | % | |||||||||||
Depreciation |
11,400 | 6,780 | 4,620 | 68 | % | |||||||||||
General and administrative expenses |
1,068 | 1,043 | 25 | 2 | % | |||||||||||
Interest income |
1 | 1 | | | ||||||||||||
Interest expense |
(4,186 | ) | (2,713 | ) | (1,473 | ) | 54 | % | ||||||||
Other finance expense |
(20 | ) | (221 | ) | 201 | (91 | )% | |||||||||
Realized and unrealized gain (loss) on derivative instruments |
(5,623 | ) | 46 | (5,669 | ) | (12,324 | )% | |||||||||
Net gain (loss) on foreign currency transactions |
72 | (24 | ) | 96 | (400 | )% | ||||||||||
Income tax expense |
(3 | ) | (19 | ) | 16 | (84 | )% | |||||||||
Net income |
7,186 | 6,424 | 762 | 12 | % |
Time Charter and Bareboat Revenues: Time charter and bareboat revenues increased by $14.3 million to $36.1 million for the three months ended March 31, 2015 compared to $21.8 million for the same period in 2014. This was mainly due to increased time charter earnings from the Hilda Knutsen and Torill Knutsen being included in our results of operations from July 1, 2014 and the Dan Cisne being included in our results of operations from December 31, 2014.
Other income: Other income increased by $0.1 million during the three months ended March 31, 2015 compared to the three months ended March 31, 2014. This is mainly due to increased handling fee for reimbursed expenses against the charterer.
Vessel operating expenses: Vessel operating expenses for the three months ended March 31, 2015 were $6.8 million, an increase of $2.2 million from $4.6 million in the three months ended March 31, 2014. The increase was primarily due to an increase of $2.9 million due to the Hilda Knutsen and Torill Knutsen being included in our results of operations as of July 1, 2014, partially offset by decrease of $0.8 million due to lower operating expenses for the Windsor Knutsen and the Bodil Knutsen for the three months ended March 31, 2015 compared to the same period in 2014.
Depreciation: Depreciation expenses for the three months ended March 31, 2015 were $11.4 million, an increase of $4.6 million from $6.8 million in the three months ended March 31, 2014. This increase was mainly due to the Hilda Knutsen and the Torill Knutsen being included in our results of operations from July 1, 2014 and the Dan Cisne being included in our results of operations as of December 15, 2014.
General and administrative expenses: General and administrative expenses are not materially different during the three months ended March 31, 2015 and 2014.
Interest income: Interest income for the three months ended March 31, 2015 was $1,000 compared to $1,000 for the same period in 2014.
Interest expense: Interest expense for the three months ended March 31, 2015 was $4.2 million, an increase of $1.5 million from $2.7 million for the three months ended March 31, 2014. This is principally due to (i) increased interest expenses of $1.2 million due to increased indebtedness related to the acquisitions of the Hilda Knutsen and the Torill Knutsen on June 30, 2014; and (ii) increased interest expenses of $0.4 million due to increased indebtedness related to the acquisition of the Dan Cisne on December 15, 2015.
Other finance expense: Other finance expense decreased by $0.2 million during the three months ended March 31, 2015 compared to the three months ended March 31, 2014. This is mainly due to our payment during the three months ended March 31, 2014 of a guarantee commission of the outstanding amount under the Guarantee Institute for Export Credits guarantee related to the $120 million Bodil Knutsen credit facility, which was repaid in full in June 2014.
22
Realized and unrealized gain (loss) on derivative instruments: Realized and unrealized loss on derivative instruments for the three months ended March 31, 2015 was $5.6 million, compared to a gain of $46,000 for the same period in 2014, as set forth in the table below:
Three Months
Ended March 31, |
||||||||||||
(US $ in thousands) | 2015 | 2014 | $ change | |||||||||
Realized gain (loss) |
||||||||||||
Interest rate swap contracts |
$ | (1,026 | ) | $ | (554 | ) | $ | (472 | ) | |||
Foreign exchange forward contracts |
| 252 | (252 | ) | ||||||||
Unrealized gain (loss) |
||||||||||||
Interest rate swap contracts |
(3,075 | ) | 348 | (3,422 | ) | |||||||
Foreign exchange forward contracts |
(1,522 | ) | | (1,523 | ) | |||||||
|
|
|
|
|
|
|||||||
Total realized and unrealized (loss) gain |
$ | (5,623 | ) | $ | 46 | $ | (5,669 | ) | ||||
|
|
|
|
|
|
As of March 31, 2015, the total notional amount of the Partnerships outstanding interest rate swap contracts that were entered into in order to 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 interest rate swap contracts was due to a decrease in long-term swaps rate during the three months ended March 31, 2015. As of March 31, 2015, 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. For the three months ended March 31, 2015, the NOK had weakened further against the U.S. Dollar resulting in an unrealized loss on the foreign exchange forward contracts.
Net gain (loss) on foreign currency transactions: Net gain on foreign currency transactions for the three months ended March 31, 2015 was $72,000 compared with a net loss of $24,000 for the same period in 2014.
Income tax benefit: Income tax expense for the three months ended March 31, 2015 was estimated to be $3,000, and is related to UK income tax. All Norwegian subsidiaries and their operations are subject to the tonnage tax regime and at March 31, 2015 their tax base was negative. Income tax expense for the three months ended March 31, 2014 was estimated to be $19,000 and related to net finance income in Norwegian kroner in Norwegian subsidiaries.
Net income: As a result of the foregoing, we earned net income of $7.2 million for the three months ended March 31, 2015 compared to net income of $6.4 million for the same period in 2014.
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 will distribute our available cash, we expect that we will 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 may make use of derivative instruments 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 interest rate swap contracts.
We estimate that we will spend in total approximately $15.3 million for drydocking and classification surveys for the five time charter vessels 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 actual deviation from the vessels ordinary trading area to dry-docking yard.
As of March 31, 2015, our current liabilities exceeded current assets by $23.3 million. Included within current liabilities are mark-to-market valuations of derivative instruments representing $9.0 million of these liabilities, and included within current assets are mark-to-market valuations of swap derivative instrument representing $0.4 million of these assets. We currently have no intention of terminating these swap derivative instruments and foreign currency contracts and hence realizing these liabilities.
23
As March 31, 2015, our current cash and cash equivalents were $32.7 million. In June 2014, we established a $20 million revolving credit facility as part of our $240 million senior secured loan facility. The revolving credit facility is available until June 2019. As of March 31, 2015, the revolving credit facility was fully drawn. On June 23, 2015, the revolving credit facility was repaid in full.
On February 13, 2015, we paid a quarterly cash distribution of $0.49 per unit with respect to the quarter ended December 31, 2014. This cash distribution amounted to $11.5 million.
On May 14, 2015, we paid a quarterly cash distribution of $0.51 per unit with respect to the quarter ended March 31, 2015. This cash distribution amounted to $12.1 million.
We believe that our current resources are sufficient to meet our working capital requirements for our current business for at least the next twelve months.
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:
Three Months Ended March 31, | ||||||||
(US $ in thousands) | 2015 | 2014 | ||||||
Net cash provided by operating activities |
$ | 22,131 | $ | 12,215 | ||||
Net cash provided by investing activities |
52 | 80 | ||||||
Net cash used in financing activities |
(20,047 | ) | (15,748 | ) | ||||
Effect of exchange rate changes on cash |
(136 | ) | (45 | ) | ||||
Net increase in cash and cash equivalents |
2,000 | (3,498 | ) | |||||
Cash and cash equivalents at beginning of period |
30,746 | 28,836 | ||||||
Cash and cash equivalents at end of period |
32,746 | 25,338 |
Net cash provided by operating activities
Net cash provided by operating activities increased by $9.9 million to $22.1 million for the three months ended March 31, 2015 compared to $12.2 million for the same period in 2014. This was mainly due to higher earnings through the contributions from (i) the Hilda Knutsen and the Torill Knutsen being included in our results of operation as of July 1, 2014 and (ii) the Dan Cisne being included in our result of operations as of December 15, 2014.
Net cash provided by investing activities
Net cash provided by investing activities decreased by $28,000 to $52,000 for the three months ended March 31, 2015, compared to $80,000 for the same period in 2014.
Net cash used in financing activities
Net cash used in financing activities during the three months ended March 31, 2015 of $20.0 million mainly related to the repayment of long-term debt of $8.6 million and payment of cash distributions during the period of $11.5 million.
Net cash used in financing activities during the three months ended March 31, 2014 of $15.7 million mainly related to the repayment of long-term debt of $7.4 million, the payment of cash distributions during the period of $7.6 million and a change in restricted cash of $1.0 million.
24
Borrowing Activities
Long-Term Debt
As of March 31, 2015 and December 31, 2014, the Partnership had the following debt amounts outstanding:
March 31, | December 31, | |||||||||
(U.S. Dollars in thousands) | Vessel | 2015 | 2014 | |||||||
$220 million loan facility |
Windsor Knutsen, Bodil Knutsen,
Carmen Knutsen |
$ | 208,214 | $ | 212,142 | |||||
$20 million revolving credit facility |
Windsor Knutsen, Bodil Knutsen,
Carmen Knutsen |
20,000 | 20,000 | |||||||
$140 million loan facility |
Fortaleza Knutsen & Recife Knutsen | 133,438 | 135,625 | |||||||
$160 million loan facility |
Fortaleza Knutsen & Recife Knutsen | | | |||||||
$120 million loan facility |
Bodil Knutsen | | | |||||||
$85 million loan facility |
Windsor Knutsen | | | |||||||
$93 million loan facility |
Carmen Knutsen | | | |||||||
$117 million loan facility |
Hilda Knutsen | 85,492 | 86,724 | |||||||
$117 million loan facility |
Torill Knutsen | 86,728 | 87,960 | |||||||
$58.8 million loan facility |
Dan Cisne | 58,770 | 58,770 | |||||||
$12.0 million Sellers Credit |
12,000 | 12,000 | ||||||||
|
|
|
|
|||||||
Total long-term debt |
604,642 | 613,221 | ||||||||
|
|
|
|
|||||||
Less current installments |
38,718 | 38,718 | ||||||||
Less $12.0 million Sellers Credit |
12,000 | 12,000 | ||||||||
Long-term debt, excluding current installments and Sellers Credit |
$ | 553,924 | $ | 562,503 | ||||||
|
|
|
|
The total outstanding debt as of March 31, 2015 is repayable as follows:
(US $ in thousands) |
Period
repayment |
Balloon
repayment |
||||||
Remainder of 2015 |
$ | 30,139 | $ | | ||||
2016 |
39,018 | | ||||||
2017 |
39,318 | | ||||||
2018 |
38,387 | 136,500 | ||||||
2019 |
18,132 | 269,678 | ||||||
2020 and thereafter |
27,000 | 6,470 | ||||||
|
|
|
|
|||||
Total |
$ | 191,994 | $ | 412,648 | ||||
|
|
|
|
As of March 31, 2015, the interest rates on our loan agreements were LIBOR plus a fixed margin ranging from 2.125% to 4.5%.
25
$240 Million Secured Loan Facility
In June 2014, the Partnerships 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 loan facilities and a $10.5 million sellers 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).
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. As March 31, 2015, the Revolving Credit Facility was fully drawn and the outstanding balance was $20.0 million. 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.
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 $16 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 March 31, 2015, the borrowers and the Partnership were in compliance with all covenants under this facility.
$117 Million Hilda Loan Facility
The $117 million secured loan 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 guaranteed by the Partnership and KNOT Shuttle Tankers AS and 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 $16 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 March 31, 2015, the borrowers and the Partnership were in compliance with all covenants under this facility.
26
$117 Million Torill Loan Facility
The $117 million secured loan 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 guaranteed by the Partnership and KNOT Shuttle Tankers AS and 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 $16 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 March 31, 2015, the borrowers and the Partnership were in compliance with all covenants under this facility.
$140 Million Secured Loan Facility
In June 2014, the Partnerships subsidiary Knutsen Shuttle Tankers XII KS 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 secured 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 $16 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, 2014, the guarantors were in compliance with all covenants under this facility. Due to negative mark-to-market value of foreign exchange forward contracts of $2.7 million as of December 31, 2014, the borrower was not in compliance with the positive working capital covenant, as the working capital included the negative mark-to-market value of foreign exchange forward contracts. As of March 31, 2015, the borrower and the Partnership were in compliance with all covenants under this facility.
$58.8 Million Secured Loan Facility
In April 2014, KNOTs 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 purchase of the vessels from J. Lauritzen. In connection with the Partnerships acquisition of KNOT Shuttle Tankers 20 AS, the company that owns the Dan Cisne , in December 2014, the $172.5 million senior secured loan facility was split into a tranche which is related to the Dan Cisne of $58.8 million (the Dan Cisne Facility). The Dan Cisne Facility is guaranteed by the Partnership and secured by a vessel mortgage on the Dan Cisne . The Dan Cisne Facility is repayable in semiannual instalments with a final balloon payment due at maturity at September 2023. The Dan Cisne Facility bears interest at LIBOR plus a margin of 2.4%. The Dan Cisne Facility contains the following financial covenants:
| Market value of the Dan Cisne shall not be less than 100% of the outstanding balance under the Dan Cisne Facility for the first three years, and 125% thereafter; |
| Minimum liquidity of the Partnership of $16 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%. |
27
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 March 31, 2015, the borrower and the Partnership were in compliance with all covenants under this facility.
$12 Million Sellers Credit
As part of financing for the purchase of the Dan Cisne, KNOT provided a $12.0 million sellers credit (the Sellers 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 Sellers Credit accumulated at the end of each six-month period and was capitalized. On June 15, 2015, the Partnership repaid the Sellers Credit with a portion of the net proceeds from the June 2015 Offering.
Derivative Instruments and Hedging Activities
As of March 31, 2015, the Partnership has entered into various interest rate swap agreements effective until March, April, May, July and August, 2018 and September, 2023 for a total notional amount of $382.3 million to hedge against the interest rate risks of its variable-rate borrowings. Under the terms of the interest rate swap agreements, the Partnership will receive from the counterparty interest on the notional amount based on three or six month LIBOR and will pay to the counterparty a fixed rate. For the interest rate swap agreements above, the Partnership will pay to the counterparty a weighted average interest rate of 1.47%.
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 March 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 127.9 million.
We do not apply hedge accounting for derivative instruments. We do not speculate using derivative instruments.
Contractual Obligations
The following table summarizes our long-term contractual obligations as of March 31, 2015:
Payments Due by Period | ||||||||||||||||||||
( US $ in thousands) | Total |
Less than
1 Year |
1-3 Years | 4-5 Years |
More than
5 Years |
|||||||||||||||
Long-term debt obligations (including interest)(1) |
$ | 681,143 | $ | 58,711 | $ | 115,068 | $ | 470,701 | $ | 36,663 | ||||||||||
Total |
$ | 681,143 | $ | 58,711 | $ | 115,068 | $ | 470,701 | $ | 36,663 |
(1) | The long-term debt obligations have been calculated assuming interest rates based on the 6-month LIBOR as of March 31, 2015, plus the applicable margin for all periods presented. |
Off-Balance Sheet Arrangements
Currently, we do not have any off-balance sheet arrangements.
Critical Accounting Estimates
The preparation of the unaudited condensed consolidated and combined carve-out interim 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. For a description of our material accounting policies that involve higher degree of judgment, please read Note 2 Summary of Significant Accounting Policies of our consolidate and combined carve-out financial statement included in our 20-F dated March 25, 2014 filed with the SEC.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various market risks, including interest rate, foreign currency exchange 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 exchange risks. Our policy is to economically hedge our exposure to risks, where possible, within boundaries deemed appropriate by management.
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Interest Rate Risks
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 which 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 swaps to manage our exposure to interest rate risks. Interest rate swaps 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 swaps are used is determined by reference to our net debt exposure and our views regarding future interest rates. Our interest rate swaps do not qualify for hedge accounting and movements in their fair values are reflected in the statement of operations under gain/(loss) on derivative financial instruments. Interest rate swap agreements that have a positive fair value are recorded as Derivative assets, while swaps with a negative fair value are recorded as Derivative liabilities.
As of March 31, 2015, our net exposure to floating interest rate fluctuations on its outstanding debt was approximately $189.6 million, based on total net interest bearing debt of approximately $604.6 million less the notional amount of our floating to fixed interest rate swaps of $382.3 million, and less cash and cash equivalents of $32.7 million.
A 1% change in short-term interest rates would result in an increase or decrease to our interest expense of approximately $1.9 million on an annual basis as of March 31, 2015.
Foreign Currency Fluctuation Risks
We and our subsidiaries utilize 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 Foreign exchange gain/(loss); 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 March 31, 2015 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. 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 the customers consist primarily of major oil and gas companies, independent oil and gas producers and government-owned oil companies. As of March 31, 2015 and December 31, 2014, five customers 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 months 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 in our 2014 20-F.
29
This Report on Form 6-K contains certain forward-looking statements concerning future events and KNOT Offshore Partners LPs (KNOT Offshore Partners) operations, performance and financial condition. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words believe, anticipate, expect, estimate, project, will be, will continue, will likely result, plan, intend or words or phrases of similar meanings. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond KNOT Offshore Partners control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to:
| 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; |
| KNOTs 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; |
| KNOT Offshore Partners ability to make or increase cash 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 effect 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 KNOTs 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 time charters; |
| KNOT Offshore Partners ability to maximize the use of its vessels, including the re-deployment or disposition of vessels no longer under long-term time 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; |
| 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; |
30
| availability of skilled labor, vessel crews and management; |
| KNOT Offshore Partners general and administrative expenses and its fees and expenses payable under the fleet management agreements and the management and 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; |
| KNOT Offshore Partners business strategy and other plans and objectives for future operations; and |
| other factors listed from time to time in the reports and other documents that KNOT Offshore Partners files with the SEC. |
All forward-looking statements included in this Report on Form 6-K are made only as of the date of this report. New factors emerge from time to time, and it is not possible for KNOT Offshore Partners 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 does not intend to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in KNOT Offshore Partners expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.
31
The following exhibits are filed as part of this report:
Exhibit
|
Description |
|
4.1 | 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, among Knutsen NYK Offshore Tankers AS, KNOT Offshore Partners LP, KNOT Shuttle Tankers 20 AS and Sumitomo Mitsui Banking Corporation Europe Limited | |
4.2 | Ship Management Agreement for the Dan Sabia , between KNOT Shuttle Tankers 21 AS and KNOT Management Denmark A/S, as amended |
32
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KNOT OFFSHORE PARTNERS LP | ||||
Date: June 29, 2015 | By: | /s/ J OHN C OSTAIN | ||
Name: | John Costain | |||
Title: | Chief Executive Officer and Chief Financial Officer |
33
Exhibit 4.1
To: | Sumitomo Mitsui Banking Corporation Europe Limited as Agent | |
From: | Knutsen NYK Offshore Tankers AS on behalf of itself and the other Obligors and KNOT Offshore Partners L.P. as Replacement Guarantor |
Dear Sirs | Date: 15 June 2015 |
KNOT USD 172,500,000 Facility Agreement dated 3 April 2014 (the Agreement)
1. | We refer to the Agreement and to the accession letter dated 15 December 2014 between the parties hereto (the Accession Letter ). This is a side letter to the Accession Letter (the Side Letter ), supplementing and amending (as applicable) the terms of the Accession Letter. Terms defined in the Agreement have the same meaning in this Side Letter unless given a different meaning in this Accession Letter. |
2. | Pursuant to the Accession Letter, KNOT Offshore Partners L. P. ( KNOP ) agreed to become a Replacement Guarantor with respect to all amounts outstanding in respect of KNOT Shuttle Tanker 20 AS and the Vessel Dan Cisne and to be bound by the terms of the Agreement as a Replacement Guarantor pursuant to Clause 28.2 ( KNOP as Replacement Guarantor ) of the Agreement. By this Side Letter, KNOP agrees to become a Replacement Guarantor also with respect to all amounts outstanding in respect of KNOT Shuttle Tanker 21 AS and the Vessel Dan Sabia, pursuant to Clause 28.2 ( KNOP as Replacement Guarantor ) of the Agreement, thereby guaranteeing, on a cross collateral basis, for all amounts outstanding under the Agreement and the other Finance Documents (including also, but not limited to, under the Hedging Agreements). |
3. | KNOP is a company duly incorporated under the laws of the Marshall Islands. KNOPs administrative details are as follows: |
Address:
KNOT Offshore Partners LP
2 Queens Cross,
Aberdeen,
Aberdeenshire AB15 4YB,
United Kingdom
Fax No: +44 (0) 1224 624891
Attention: CFO/CEO
4. | This Accession Letter is governed by Norwegian law and KNOP has appointed KNOT Shuttle Tanker 20 AS as its process agents in respect of this Accession Letter and the other Finance Documents. |
Knutsen NYK Offshore Tankers AS | ||
/s/ Bjørn Sande Urtegaard |
||
Name: | Bjørn Sande Urtegaard | |
Title: | Attorney-in-fact |
KNOT Offshore Partners L.P. | ||
/s/ John A. Costain |
||
Name: | John A. Costain | |
Title: | Chief Executive Officer | |
Confirmed by the Agent | ||
Sumitomo Mitsui Banking Corporation Europe Limited | ||
/s/ Ragnhild Steigberg |
||
Name: | Ragnhild Steigberg | |
Title: | Attorney in fact | |
Confirmed by the process agent | ||
KNOT Shuttle Tankers 20 AS | ||
/s/ Bjørn Sande Urtegaard |
||
Name: | Bjørn Sande Urtegaard | |
Title: | Attorney-in-fact |
Exhibit 4.2
Printed by BIMCOs idea
Printed by BIMCOs idea
ANNEX A (DETAILS OF VESSEL OR VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
Date of Agreement:
Name of Vessel(s): Costco Nantong Shipyard Hull No 266 (to be named Dan Sabia)
Particulars of Vessel(s): | ||
Type | : Double Hull Shuttle Tanker | |
Year of built | : 2012 | |
Flag | : DIS | |
Class | : DNV | |
DWT | : 59.000 | |
Cargo gear | : 3x1500 m3/h vertical single stage centrifugal pump elec. driven | |
Main engine type | : 2-stoke low speed diesel, MAN B&W 6850MC-7 |
Continued
This document is a computer generated SHIPMAN 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
Printed by BIMCOs idea
ANNEX B (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
Date of Agreement:
Details of Crew:
Continued
This document is a computer generated SHIPMAN 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
Printed by BIMCOs idea
ANNEX C (BUDGET)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
Date of Agreement:
Managers initial budget with effect from the commencement date of this Agreement (see Box 2 ):
TBA
Continued
This document is a computer generated SHIPMAN 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
Printed by BIMCOs idea
ANNEX D (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX D THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB- CLAUSE 22(b)(i) OF THIS AGREEMENT.
Date of Agreement:
Details of Associated Vessels:
Continued
This document is a computer generated SHIPMAN 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
Printed by BIMCOs idea
ANNEX E (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
Continued
This document is a computer generated SHIPMAN 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
PART II
SHIPMAN 2009
Standard ship management agreement
SECTION 1 Basis of the Agreement
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1. Definitions | 1 | |||
In this Agreement save where the context otherwise requires, the following words and expressions shall have |
2 | |||
the meanings hereby assigned to them: |
3 | |||
Company (with reference to the ISM Code and the ISPS Code) means the organization identified in Box 5 |
4 | |||
or any replacement organization appointed by the Owners from time to time (see Sub- clauses 9(b)(i) or 9(c) |
5 | |||
(ii) , whichever is applicable). |
6 | |||
Crew means the personnel of the numbers, rank and nationality specified in Annex B hereto. |
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Crew Insurances means insurance of liabilities in respect of crew risks which shall include but not be limited |
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to death, permanent disability, sickness, injury, repatriation, shipwreck unemployment indemnity and loss |
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of personal effects (see Sub- clause 5(b) (Crew Insurances) and Clause 7 (Insurance Arrangements) and |
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Clause 10 (Insurance Policies) and Boxes 10 and 11 ). |
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Crew Support Costs means all expenses of a general nature which are not particularly referable to any |
12 | |||
individual vessel for the time being managed by the Managers and which are incurred by the Managers for the |
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purpose of providing an efficient and economic management service and, without prejudice to the generality |
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of the foregoing, shall include the cost of crew standby pay, training schemes for officers and ratings, cadet |
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training schemes, sick pay, study pay, recruitment and interviews. |
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Flag State means the State whose flag the Vessel is flying. |
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ISM Code means the International Management Code for the Safe Operation of Ships and for Pollution |
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Prevention and any amendment thereto or substitution therefor. |
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ISPS Code means the International Code for the Security of Ships and Port Facilities and the relevant |
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amendments to Chapter XI of SOLAS and any amendment thereto or substitution therefor. |
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Managers means the party identified in Box 4 . |
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Management Services means the services specified in SECTION 2 - Services ( Clauses 4 through 7 ) as |
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indicated affirmatively in Boxes 6 through 8 , 10 and 11 , and all other functions performed by the Managers |
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under the terms of this Agreement. |
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Owners means the party identified in Box 3 . |
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Severance Costs means the costs which are legally required to be paid to the Crew as a result of the early |
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termination of any contracts for service on the Vessel. |
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SMS means the Safety Management System (as defined by the ISM Code). |
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STCW 95 means the International Convention on Standards of Training, Certification and Watchkeeping |
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for Seafarers, 1978, as amended in 1995 and any amendment thereto or substitution therefor. |
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Vessel means the vessel or vessels details of which are set out in Annex A attached hereto. |
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2. Commencement and Appointment | 33 | |||
With effect from the date stated in Box 2 for the commencement of the Management Services and continuing |
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unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers |
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hereby agree to act as the Managers of the Vessel in respect of the Management Services. |
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3. Authority of the Managers | 37 | |||
Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall |
38 | |||
carry out the Management Services in respect of the Vessel as agents for and on behalf of the Owners. The |
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Managers shall have authority to take such actions as they may from time to time in their absolute discretion |
40 | |||
consider to be necessary to enable them to perform the Management Services in accordance with sound |
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ship management practice, including but not limited to compliance with all relevant rules and regulations. |
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PART II
SHIPMAN 2009
Standard ship management agreement
SECTION 2 Services
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Standard ship management agreement
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6. Commercial Management | 119 | |||
(only applicable if agreed according to Box 8 ). |
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The Managers shall provide the following services for the Vessel in accordance with the Owners instructions, |
121 | |||
which shall include but not be limited to: |
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(a) seeking and negotiating employment for the Vessel and the conclusion (including the execution thereof) |
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of charter parties or other contracts relating to the employment of the Vessel.
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(c) voyage estimating and accounting and calculation of hire, freights, demurrage and/or despatch monies |
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due from or due to the charterers of the Vessel; assisting in the collection of any sums due to the Owners |
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related to the commercial operation of the Vessel in accordance with Clause 11 (Income Collected and |
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PART II
SHIPMAN 2009
Standard ship management agreement
Expenses Paid on Behalf of Owners); |
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If any of the services under Sub- clauses 6(a) , 6(b) and 6(c) are to be excluded from the Management Fee, remuneration |
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for these services must be stated in Annex E (Fee Schedule). See Sub- clause 12(e) . |
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(d) issuing voyage instructions; |
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(e) appointing agents; |
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(f) appointing stevedores; and |
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(g) arranging surveys associated with the commercial operation of the Vessel. |
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4
PART II
SHIPMAN 2009
Standard ship management agreement
SECTION 3 Obligations
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8. Managers Obligations | 143 | |||
(a) The Managers undertake to use their best endeavours to provide the Management Services as agents |
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for and on behalf of the Owners in accordance with sound ship management practice and to protect and |
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promote the interests of the Owners in all matters relating to the provision of services hereunder. |
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Provided however, that in the performance of their management responsibilities under this Agreement, the |
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Managers shall be entitled to have regard to their overall responsibility in relation to all vessels as may from |
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time to time be entrusted to their management and in particular, but without prejudice to the generality of |
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the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such |
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manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and |
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reasonable. |
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156 | |||
9. Owners Obligations | 157 | |||
(a) The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this |
158 | |||
Agreement. In the event of payment after the due date of any outstanding sums the Manager shall be entitled |
159 | |||
to charge interest at the rate stated in Box 13 . |
160 | |||
|
161 | |||
|
162 | |||
|
163 | |||
|
164 | |||
|
165 | |||
|
166 | |||
|
167 | |||
|
168 | |||
|
169 | |||
(c) Where the Managers are not providing technical management services in accordance with Clause 4 |
170 | |||
(Technical Management), the Owners shall: |
||||
(i) procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of |
172 | |||
this Agreement of the name and contact details of the organization that will be the Company by completing |
173 | |||
Box 5 ; |
174 | |||
(ii) if the Company changes at any time during this Agreement, notify the Managers in a timely manner of |
175 | |||
the name and contact details of the new organization; |
176 | |||
(iii) procure that the details of the Company, including any change thereof, are reported to the Flag State |
177 | |||
administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers |
178 | |||
in a timely manner when the Flag State administration has approved the Company; and |
179 | |||
(iv) unless otherwise agreed, arrange for the supply of provisions at their own expense. |
180 | |||
|
181 | |||
|
182 | |||
|
183 | |||
|
184 | |||
|
185 | |||
|
186 | |||
|
187 |
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Standard ship management agreement
|
188 | |||
|
189 | |||
|
190 | |||
|
191 | |||
|
192 | |||
|
193 | |||
|
194 | |||
|
195 | |||
|
196 | |||
|
197 |
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SECTION 4 Insurance. Budgets, Income, Expenses and Fees
|
10. Insurance Policies | 198 | |||
The Owners shall procure, whether by instructing the Managers under Clause 7 (Insurance Arrangements) |
199 | |||
or otherwise, that throughout the period of this Agreement: |
200 | |||
(a) at the Owners expense, the Vessel is insured for not less than its sound market value or entered for its |
201 | |||
full gross tonnage, as the case may be for: |
202 | |||
(i) hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
203 | |||
(ii) protection and indemnity risks
|
204 | |||
|
205 | |||
|
206 | |||
NOTE: If the Managers are not providing crew management services under Sub- clause 5(a) (Crew |
207 | |||
Management) or have agreed not to provide Crew Insurances separately in accordance with Sub-clause |
208 | |||
5(b)(i) , then such insurances must be included in the protection and indemnity risks cover for the Vessel (see |
209 | |||
Sub- clause 10(a)(ii) above). |
210 | |||
(iii) war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew |
211 | |||
risks); and |
212 | |||
(iv) such optional insurances as may be agreed (such as piracy, kidnap and ransom, loss of hire and |
213 | |||
FD & D) (see Box 12 ) |
214 | |||
Sub- clauses 10(a)(i) through 10(a)(iv) all in accordance with the best practice of prudent owners of vessels |
215 | |||
of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations |
216 | |||
(the Owners Insurances); |
217 | |||
(b) all premiums and calls on the Owners Insurances are paid by their due date; |
218 | |||
(c) the Owners Insurances name the Managers and, subject to underwriters agreement, any third party |
219 | |||
designated by the Managers as a joint assured, with full cover. It is understood that in some cases, such as |
220 | |||
protection and indemnity, the normal terms for such cover may impose on the Managers and any such third |
221 | |||
party a liability in respect of premiums or calls arising in connection with the Owners Insurances. |
222 | |||
If obtainable at no additional cost, however, the Owners shall procure such insurances on terms such that |
223 | |||
neither the Managers nor any such third party shall be under any liability in respect of premiums or calls arising |
224 | |||
in connection with the Owners Insurances. In any event, on termination of this Agreement in accordance |
225 | |||
with Clause 21 (Duration of the Agreement) and Clause 22 (Termination), the Owners shall procure that the |
226 | |||
Managers and any third party designated by the Managers as joint assured shall cease to be joint assured |
227 | |||
and, if reasonably achievable, that they shall be released from any and all liability for premiums and calls |
228 | |||
that may arise in relation to the period of this Agreement; and |
229 | |||
(d) written evidence is provided, to the reasonable satisfaction of the Managers, of the Owners compliance |
230 | |||
with their obligations under this Clause 10 within a reasonable time of the commencement of the Agreement, |
231 | |||
and of each renewal date and, if specifically requested, of each payment date of the Owners Insurances. |
232 | |||
11. Income Collected and Expenses Paid on Behalf of Owners | 233 | |||
(a) Except as provided in Sub- clause 11(c) all monies collected by the Managers under the terms of this |
234 | |||
Agreement (other than monies payable by the Owners to the Managers) and any interest thereon shall be |
235 | |||
held to the credit of the Owners in a separate bank account. |
236 | |||
(b) All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners |
237 | |||
(including expenses as provided in Clause 12(c) ) may be debited against the Owners in the account referred to |
238 | |||
under Sub- clause 11(a) but shall in any event remain payable by the Owners to the Managers on demand. |
239 | |||
(c) All monies collected by the Managers under Clause 6 (Commercial Management) shall be paid into a |
240 | |||
bank account in the name of the Owners or as may be otherwise advised by the Owners in writing. |
241 | |||
12. Management Fee and Expenses | 242 |
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(a) The Owners shall pay to the Managers an annual management fee as stated in Box 14 for their services |
243 | |||
as Managers under this Agreement, which shall be payable in equal monthly instalments in advance, the first |
244 | |||
instalment (pro rata if appropriate) being payable on the commencement of this Agreement (see Clause 2 |
245 | |||
(Commencement and Appointment) and Box 2 ) and subsequent instalments being payable at the beginning |
246 | |||
of every calendar month. The management fee shall be payable to the Managers nominated account stated |
247 | |||
in Box 15 . |
248 | |||
(b) The management fee shall be subject to an annual review and the proposed fee shall be presented in |
249 | |||
the annual budget in accordance with Sub- clause 13 (a). |
250 | |||
(c) The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, |
251 | |||
facilities and stationery. Without limiting the generality of this Clause 12 (Management Fee and Expenses) the |
252 | |||
Owners shall reimburse the Managers for postage and communication expenses, travelling expenses, and |
253 | |||
other out of pocket expenses properly incurred by the Managers in pursuance of the Management Services. |
254 | |||
Any days used by the Managers personnel travelling to or from or attending on the Vessel or otherwise used |
255 | |||
in connection with the Management Services in excess of those agreed in the budget shall be charged at |
256 | |||
the daily rate stated in Box 16 . |
257 | |||
(d) If the Owners decide to layup the Vessel and such layup lasts for more than the number of months |
258 | |||
stated in Box 17 , an appropriate reduction of the Management Fee for the period exceeding such period |
259 | |||
until one month before the Vessel is again put into service shall be mutually agreed between the parties. If |
260 | |||
the Managers are providing crew management services in accordance with Sub- clause 5(a) , consequential |
261 | |||
costs of reduction and reinstatement of the Crew shall be for the Owners account. If agreement cannot be |
262 | |||
reached then either party may terminate this Agreement in accordance with Sub- clause 22(e) . |
263 | |||
(e) Save as otherwise provided in this Agreement, all discounts and commissions obtained by the Managers |
264 | |||
in the course of the performance of the Management Services shall be credited to the Owners. |
265 | |||
13. Budgets and Management of Funds | 266 | |||
(a) The Managers initial budget is set out in Annex C hereto. Subsequent budgets shall be for twelve |
267 | |||
month periods and shall be prepared by the Managers and presented to the Owners not less than three |
268 | |||
months before the end of the budget year. |
269 | |||
(b) The Owners shall state to the Managers in a timely manner, but in any event within one month of |
270 | |||
presentation, whether or not they agree to each proposed annual budget. The parties shall negotiate in good |
271 | |||
faith and if they fail to agree on the annual budget, including the management fee, either party may terminate |
272 | |||
this Agreement in accordance with Sub- clause 22(e) . |
273 | |||
(c) Following the agreement of the budget, the Managers shall prepare and present to the Owners their |
274 | |||
estimate of the working capital requirement for the Vessel and shall each month request the Owners in writing |
275 | |||
to pay the funds required to run the Vessel for the ensuing month, including the payment of any occasional or |
276 | |||
extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers |
277 | |||
or provisions. Such funds shall be received by the Managers within ten running days after the receipt by the |
278 | |||
Owners of the Managers written request and shall be held to the credit of the Owners in a separate bank |
279 | |||
account. |
280 | |||
(d) The Managers shall at all times maintain and keep true and correct accounts in respect of the Management |
281 | |||
Services in accordance with the relevant International Financial Reporting Standards or such other standard |
282 | |||
as the parties may agree, including records of all costs and expenditure incurred, and produce a comparison |
283 | |||
between budgeted and actual income and expenditure of the Vessel in such form and at such intervals as |
284 | |||
shall be mutually agreed. |
285 | |||
The Managers shall make such accounts available for inspection and auditing by the Owners and/or their |
286 | |||
representatives in the Managers offices or by electronic means, provided reasonable notice is given by the |
287 | |||
Owners. |
288 | |||
(e) Notwithstanding anything contained herein, the Managers shall in no circumstances be required to use |
289 | |||
or commit their own funds to finance the provision of the Management Services. |
290 |
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Standard ship management agreement
SECTION 5 Legal, General and Duration of Agreement
|
14. Trading Restrictions | 291 | |||
If the Managers are providing crew management services accordance with Sub- clause 5(a) (Crew |
292 | |||
Management), the Owners and the Managers will, prior to the commencement of this Agreement, agree on any |
293 | |||
trading restrictions to the Vessel that may result from the terms and conditions of the Crews employment |
294 | |||
15. Replacement | 295 | |||
If the Managers are providing crew management services in accordance with Sub- clause 5(a) (Crew |
296 | |||
Management), the Owners may require the replacement, at their own expense, at the next reasonable |
297 | |||
opportunity, of any member of the Crew found on reasonable grounds to be unsuitable for service. If the |
298 | |||
Managers have failed to fulfil their obligations in providing suitable qualified Crew within the meaning of Sub- |
299 | |||
clause 5(a) (Crew Management), then such replacement shall be at the Managers expense. |
300 | |||
16. Managers Right to Sub-Contract | 301 | |||
The Managers shall
|
302 | |||
consent of the Owners
|
303 | |||
shall remain fully liable for the due performance of their obligations under this Agreement. |
304 | |||
17. Responsibilities | 305 | |||
(a) Force Majeure |
||||
306 | ||||
Neither party shall be liable for any loss, damage or delay due to any of the following force majeure events |
307 | |||
and/or conditions to the extent that the party invoking force majeure is prevented or hindered from |
308 | |||
performing any or all of their obligations under this Agreement, provided they have made all |
309 | |||
reasonable efforts to avoid, minimize or prevent the effect of such events and/or conditions: |
310 | |||
(i) acts of God; |
311 | |||
(ii) any Government requisition, control, intervention, requirement or interference; |
312 | |||
(iii) any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, |
313 | |||
sabotage or piracy, or the consequences thereof; |
314 | |||
(iv) riots, civil commotion, blockades or embargoes; |
315 | |||
(v) epidemics; |
316 | |||
(vi) earthquakes, landslides, floods or other extraordinary weather conditions; |
317 | |||
(vii) strikes, lockouts or other industrial action, unless limited to the employees (which shall not include the |
318 | |||
Crew) of the party seeking to invoke force majeure; |
319 | |||
(viii) fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; |
320 | |||
and |
321 | |||
(ix) any other similar cause beyond the reasonable control of either party. |
322 | |||
(b) Liability to Owners |
323 | |||
(i) Without prejudice to Sub- clause 17(a) , the Managers shall be under no liability whatsoever to the Owners |
324 | |||
for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but |
325 | |||
not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and |
326 | |||
howsoever arising in the course of performance of the Management Services UNLESS same is proved |
327 | |||
to have resulted solely from the negligence, gross negligence or wilful default of the Managers or their |
328 | |||
employees or agents, or sub-contractors employed by them in connection with the Vessel, in which case |
329 | |||
(save where loss, damage, delay or expense has resulted from the Managers personal act or omission |
330 | |||
committed with the intent to cause same or recklessly and with knowledge that such loss, damage, |
331 | |||
delay or expense would probably result) the Managers liability for each incident or series of incidents |
332 | |||
giving rise to a claim or claims shall never exceed a total of ten (10) times the annual management fee |
333 | |||
payable hereunder. |
334 | |||
(ii) Acts or omissions of the Crew Notwithstanding anything that may appear to the contrary in this |
335 |
9
PART II
SHIPMAN 2009
Standard ship management agreement
Agreement, the Managers shall not be liable for any acts or omissions of the Crew, even if such acts |
336 | |||
or omissions are negligent, grossly negligent or wilful, except only to the extent that they are shown to |
337 | |||
have resulted from a failure by the Managers to discharge their obligations under Clause 5(a) (Crew |
338 | |||
Management), in which case their liability shall be limited in accordance with the terms of this Clause |
339 | |||
17 (Responsibilities). |
340 | |||
(c) Indemnity |
341 | |||
Except to the extent and solely for the amount therein set out that the Managers would be liable under |
342 | |||
Sub- clause 17(b) , the Owners hereby undertake to keep the Managers and their employees, |
343 | |||
agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, |
344 | |||
demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or |
345 | |||
suffered by them arising out of or in connection with the performance of this Agreement, and against and in |
346 | |||
respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity |
347 | |||
basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance |
348 | |||
of this Agreement. |
349 | |||
(d) Himalaya |
350 | |||
It is hereby expressly agreed that no employee or agent of the Managers (including every |
351 | |||
sub-contractor from time to time employed by the Managers) shall in any circumstances whatsoever be |
352 | |||
under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or |
353 | |||
resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in |
354 | |||
connection with his employment and, without prejudice to the generality of the foregoing provisions in this |
355 | |||
Clause 17 (Responsibilities), every exemption, limitation, condition and liberty herein contained and every |
356 | |||
right, exemption from liability, defence and immunity of whatsoever nature applicable to the Managers or to |
357 | |||
which the Managers are entitled hereunder shall also be available and shall extend to protect every such |
358 | |||
employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions |
359 | |||
of this Clause 17 (Responsibilities) the Managers are or shall be deemed to be acting as agent or trustee |
360 | |||
on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time |
361 | |||
(including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be |
362 | |||
parties to this Agreement. |
363 | |||
18. General Administration |
364 | |||
(a) The Managers shall keep the Owners and, if appropriate, the Company informed in a timely manner of |
365 | |||
any incident of which the Managers become aware which gives or may give rise to delay to the Vessel or |
366 | |||
claims or disputes involving third parties. |
367 | |||
(b) The Managers shall handle and settle all claims and disputes arising out of the Management Services |
368 | |||
hereunder, unless the Owners instruct the Managers otherwise. The Managers shall keep the Owners |
369 | |||
appropriately informed in a timely manner throughout the handling of such claims and disputes. |
370 | |||
(c) The Owners may request the Managers to bring or defend other actions, suits or proceedings related |
371 | |||
to the Management Services, on terms to be agreed. |
372 | |||
(d) The Managers shall have power to obtain appropriate legal or technical or other outside expert advice in |
373 | |||
relation to the handling and settlement of claims in relation to Sub- clauses 18(a) and 18(b) and disputes and |
374 | |||
any other matters affecting the interests of the Owners in respect of the Vessel, unless the Owners instruct |
375 | |||
the Managers otherwise. |
376 | |||
(e) On giving reasonable notice, the Owners may request, and the Managers shall in a timely manner make |
377 | |||
available, all documentation, information and records in respect of the matters covered by this Agreement |
378 | |||
either related to mandatory rules or regulations or other obligations applying to the Owners in respect of |
379 | |||
the Vessel (including but not limited to STCW 95, the ISM Code and ISPS Code) to the extent permitted by |
380 | |||
relevant legislation. |
381 | |||
On giving reasonable notice, the Managers may request, and the Owners shall in a timely manner make |
382 | |||
available, all documentation, information and records reasonably required by the Managers to enable them |
383 | |||
to perform the Management Services. |
384 | |||
(f) The Owners shall arrange for the provision of any necessary guarantee bond or other security. |
385 |
10
PART II
SHIPMAN 2009
Standard ship management agreement
(g) Any costs incurred by the Managers in carrying out their obligations according to this Clause 18 (General |
386 | |||
Administration) shall be reimbursed by the Owners. |
387 | |||
19. Inspection of Vessel | 388 | |||
The Owners may at any time after giving reasonable notice to the Managers inspect the Vessel for any reason |
389 | |||
they consider necessary. |
390 | |||
20. Compliance with Laws and Regulations | 391 | |||
The parties will not do or permit to be done anything which might cause any breach or infringement of the |
392 | |||
laws and regulations of the Flag State, or of the places where the Vessel trades. |
393 | |||
21. Duration of the Agreement | 394 | |||
(a) This Agreement shall come into effect at the date stated in Box 2 and shall continue until terminated by |
395 | |||
either party by giving notice to the other; in which event this Agreement shall terminate upon the expiration |
396 | |||
of the later of the number of months stated in Box 18 or a period of two (2) months from the date on which |
397 | |||
such notice is received, unless terminated earlier in accordance with Clause 22 (Termination). |
398 | |||
(b) Where the Vessel is not at a mutually convenient port or place on the expiry of such period, this Agreement |
399 | |||
shall terminate on the subsequent arrival of the Vessel at the next mutually convenient port or place. |
400 | |||
22. Termination | 401 | |||
(a) Owners or Managers default |
402 | |||
If either party fails to meet their obligations under this Agreement, the other party may give notice to the |
403 | |||
party in default requiring them to remedy it. In the event that the party in default fails to remedy it within a |
404 | |||
reasonable time to the reasonable satisfaction of the other party, that party shall be entitled to terminate this |
405 | |||
Agreement with immediate effect by giving notice to the party in default. |
406 | |||
(b) Notwithstanding Sub-clause 22(a) : |
407 | |||
(i) The Managers shall be entitled to terminate the Agreement with immediate effect by giving notice to the |
408 | |||
Owners if any monies payable by the Owners and/or the owners of any associated vessel, details of |
409 | |||
which are listed in Annex D, shall not have been received in the Managers nominated account within |
410 | |||
ten days (10) of receipt by the Owners of the Managers written request, or if the Vessel is repossessed by |
411 | |||
the Mortgagee(s). |
412 | |||
(ii) If the Owners proceed with the employment of or continue to employ the Vessel in the carriage of |
413 | |||
contraband, blockade running, or in an unlawful trade, or on a voyage which in the reasonable opinion |
414 | |||
of the Managers is unduly hazardous or improper, the Managers may give notice of the default to the |
415 | |||
Owners, requiring them to remedy it as soon as practically possible. In the event that the Owners fail to |
416 | |||
remedy it within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled |
417 | |||
to terminate the Agreement with immediate effect by notice. |
418 | |||
(iii) If either party fails to meet their respective obligations under Sub- clause 5(b) (Crew Insurances) and |
419 | |||
Clause 10 (Insurance Policies), the other party may give notice to the party in default requiring them to |
420 | |||
remedy it within ten (10) days, failing which the other party may terminate this Agreement with immediate |
421 | |||
effect by giving notice to the party in default. |
422 | |||
(c) Extraordinary Termination |
423 | |||
This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or, if the Vessel |
424 | |||
becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned |
425 | |||
or has been declared missing or, if bareboat chartered, unless otherwise agreed, when the bareboat charter |
426 | |||
comes to an end. |
427 | |||
(d) For the purpose of Sub- clause 22(c) hereof: |
428 | |||
(i) the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
429 | |||
the date on which the Vessels owners cease to be the registered owners of the Vessel; |
430 | |||
(ii) the Vessel shall be deemed to be lost either when it has become an actual total loss or agreement has |
431 | |||
been reached with the Vessels underwriters in respect of its constructive total loss or if such agreement |
432 | |||
with the Vessels underwriters is not reached it is adjudged by a competent tribunal that a constructive |
433 |
11
PART II
SHIPMAN 2009
Standard ship management agreement
loss of the Vessel has occurred; and |
434 | |||
(iii) the date upon which the Vessel is to be treated as declared missing shall be ten (10) days after the Vessel |
435 | |||
was last reported or when the Vessel is recorded as missing by the Vessels underwriters, whichever |
436 | |||
occurs first. A missing vessel shall be deemed lost in accordance with the provisions of Sub- clause 22(d) |
437 | |||
(ii) |
438 | |||
(e) In the event the parties fail to agree the annual budget in accordance with Sub- clause 13(b) or to agree |
439 | |||
a change of flag in accordance with Sub- clause 9(d)(ii) or to agree to a reduction in the Mangement Fee in |
440 | |||
accordance with Sub- clause 12(d) , either party may terminate this Agreement by giving the other party not |
441 | |||
less than one months notice, the result of which will be the expiry of the Agreement at the end of the current |
442 | |||
budget period or on expiry of the notice period, whichever is the later. |
443 | |||
(f) This Agreement shall terminate forthwith in the event of an order being made or resolution passed |
444 | |||
for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of |
445 | |||
reconstruction or amalgamation) or if a receiver or administrator is appointed, or if it suspends payment, |
446 | |||
ceases to carry on business or makes any special arrangement or composition with its creditors. |
447 | |||
(g) In the event of the termination of this Agreement for any reason other than default by the Managers the |
448 | |||
management fee payable to the Managers according to the provisions of Clause 12 (Management Fee and |
449 | |||
Expenses), shall continue to be payable for a further period of the number of months stated in Box 19 as |
450 | |||
from the effective date of termination. If Box 19 is left blank then ninety (90) days shall apply. |
451 | |||
(h) In addition, where the Managers provide Crew for the Vessel in accordance with Clause 5(a) (Crew |
452 | |||
Management): |
453 | |||
(i) the Owners shall continue to pay Crew Support Costs during the said further period of the number of |
454 | |||
months stated in Box 19 ; and |
455 | |||
(ii) the Owners shall pay an equitable proportion of any Severance Costs which may be incurred, not |
456 | |||
exceeding the amount stated in Box 20 . The Managers shall use their reasonable endeavours to minimise |
457 | |||
such Severance Costs. |
458 | |||
(i) On the termination, for whatever reason, of this Agreement, the Managers shall release to the Owners, |
459 | |||
if so requested, the originals where possible, or otherwise certified copies, of all accounts and all documents |
460 | |||
specifically relating to the Vessel and its operation. |
461 | |||
(j) The termination of this Agreement shall be without prejudice to all rights accrued due between the parties |
462 | |||
prior to the date of termination. |
463 | |||
23. BIMCO Dispute Resolution Clause | 464 | |||
(a) This Agreement shall be governed by and construed in accordance with
|
465 | |||
arising out of or in connection with this Agreement shall be referred to arbitration in
|
466 | |||
with the
|
467 | |||
modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. |
468 | |||
The arbitration shall be conducted in accordance with the
|
469 | |||
|
470 | |||
commenced. |
||||
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its |
471 | |||
arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint |
472 | |||
its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole |
473 | |||
arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the |
474 | |||
14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so |
475 | |||
within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any |
476 | |||
further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party |
477 | |||
accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by |
478 | |||
agreement. |
479 | |||
Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the |
480 |
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PART II
SHIPMAN 2009
Standard ship management agreement
appointment of a sole arbitrator. |
481 | |||
|
482 | |||
|
483 | |||
|
484 | |||
|
485 | |||
|
486 | |||
|
487 | |||
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488 | |||
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489 | |||
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490 | |||
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491 | |||
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492 | |||
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493 | |||
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494 | |||
|
495 | |||
|
496 | |||
|
497 | |||
(d) Notwithstanding Sub-
clauses 23(a)
|
498 | |||
mediation any difference and/or dispute arising out of or in connection with this Agreement. |
499 | |||
(i) In the case of a dispute in respect of which arbitration has been commenced under Sub-clause
|
500 | |||
|
501 | |||
(ii) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to |
502 | |||
mediation by service on the other party of a written notice (the Mediation Notice) calling on the other |
503 | |||
party to agree to mediation. |
504 | |||
(iii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that |
505 | |||
they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 |
506 | |||
calendar days, failing which on the application of either party a mediator will be appointed promptly by |
507 | |||
the Arbitration Tribunal (the Tribunal) or such person as the Tribunal may designate for that purpose. |
508 | |||
The mediation shall be conducted in such place and in accordance with such procedure and on such |
509 | |||
terms as the parties may agree or, in the event of disagreement, as may be set by the mediator. |
510 | |||
(iv) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal |
511 | |||
and may be taken into account by the Tribunal when allocating the costs of the arbitration as between |
512 | |||
the parties. |
513 | |||
(v) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers |
514 | |||
necessary to protect its interest. |
515 | |||
(vi) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall |
516 | |||
continue during the conduct of the mediation but the Tribunal may take the mediation timetable into |
517 | |||
account when setting the timetable for steps in the arbitration. |
518 | |||
(vii) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred |
519 | |||
in the mediation and the parties shall share equally the mediators costs and expenses. |
520 | |||
(viii) The mediation process shall be without prejudice and confidential and no information or documents |
521 | |||
disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under |
522 | |||
the law and procedure governing the arbitration. |
523 | |||
(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.) |
524 | |||
(e) If Box 21 in Part I is not appropriately filled in, Sub- clause 23(a) of this Clause shall apply. |
525 | |||
Note: Sub- clauses 23(a) , 23(b) and 23(c) are alternatives; indicate alternative agreed in Box 21. Sub-clause |
526 |
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PART II
SHIPMAN 2009
Standard ship management agreement
23(d) shall apply in all cases. |
527 | |||
24. Notices | 528 | |||
(a) All notices given by either party or their agents to the other party or their agents in accordance with the |
529 | |||
provisions of this Agreement shall be in writing and shall, unless specifically provided in this Agreement to |
530 | |||
the contrary, be sent to the address for that other party as set out in Boxes 22 and 23 or as appropriate or |
531 | |||
to such other address as the other party may designate in writing. |
532 | |||
A notice may be sent by registered or recorded mail, facsimile, electronically or delivered by hand in accordance |
533 | |||
with this Sub- clause 24(a) |
534 | |||
(b) Any notice given under this Agreement shall take effect on receipt by the other party and shall be deemed |
535 | |||
to have been received: |
536 | |||
(i) if posted, on the seventh (7th) day after posting; |
537 | |||
(ii) if sent by facsimile or electronically, on the day of transmission; and |
538 | |||
(iii) if delivered by hand, on the day of delivery. |
539 | |||
And in each case proof of posting, handing in or transmission shall be proof that notice has been given, |
540 | |||
unless proven to the contrary. |
541 | |||
25. Entire Agreement | 542 | |||
This Agreement constitutes the entire agreement between the parties and no promise, undertaking, |
543 | |||
representation, warranty or statement by either party prior to the date stated in Box 2 shall affect this |
544 | |||
Agreement. Any modification of this Agreement shall not be of any effect unless in writing signed by or on |
545 | |||
behalf of the parties. |
546 | |||
26. Third Party Rights | 547 | |||
Except to the extent provided in Sub- clauses 17(c) (Indemnity) and 17(d) (Himalaya), no third parties may |
548 | |||
enforce any term of this Agreement. |
549 | |||
27. Partial Validity | 550 | |||
If any provision of this Agreement is or becomes or is held by any arbitrator or other competent body to be |
551 | |||
illegal, invalid or unenforceable in any respect under any law or jurisdiction, the provision shall be deemed |
552 | |||
to be amended to the extent necessary to avoid such illegality, invalidity or unenforceability, or, if such |
553 | |||
amendment is not possible, the provision shall be deemed to be deleted from this Agreement to the extent |
554 | |||
of such illegality, invalidity or unenforceability, and the remaining provisions shall continue in full force and |
555 | |||
effect and shall not in any way be affected or impaired thereby. |
556 | |||
28. Interpretation | 557 | |||
In this Agreement: |
558 | |||
(a) Singular/Plural |
559 | |||
The singular includes the plural and vice versa as the context admits or requires. |
560 | |||
(b) Headings |
561 | |||
The index and headings to the clauses and appendices to this Agreement are for convenience only and shall not affect |
562 | |||
its construction or interpretation. |
563 | |||
(c) Day |
564 | |||
Day means a calendar day unless expressly stated to the contrary. |
565 | |||
29. BIMCO MLC Clause for SHIPMAN 2009 For the purposes of this Clause: | ||||
MLC means the International Labour Organisation (ILO) Maritime Labour Convention (MLC 2006) and any amendment thereto or substitution thereof. |
||||
Shipowner shall mean the party named as shipowner on the Maritime Labour Certificate for the Vessel. |
||||
(a) Subject to Clause 3 (Authority of the Managers), the Managers shall, to the extent of their Management Services, assume the Shipowners duties and responsibilities imposed by the MLC for the Vessel, on behalf of the Shipowner. |
14
PART II
SHIPMAN 2009
Standard ship management agreement
(b) The Owners shall ensure compliance with the MLC in respect of any crew members supplied by them or on their behalf. |
||
(c) The Owners shall procure, whether by instructing the Managers under Clause 7 (Insurance Arrangements) orotherwise, insurance cover or financial security to satisfy the Shipowners financial security obligations under the MLC. |
15
Addendum number 1 to the Standard Ship Management Agreement dated 13.05.2014
With effect from May 1 st 2015 KNOT Management Denmark A/S and KNOT Shuttle Tankers 21 AS have agreed to adjust the management fee and a New Box 14 have been agreed to be:
USD 46,080 (to be increased by 4 per cent annually, first time from January 1 st 2016).
Copenhagen/Haugesund, March 19 th 2015
/s/ Trygve Seglem
KNOT Shuttle Tankers 21 AS
Owners
By Director Trygve Seglem
/s/ Karl Gerhard Bråstein Dahl
KNOT Management Denmark A/S
Managers
By Chairman of the Board Karl Gerhard Bråstein Dahl