KNOT Offshore Partners Q3 2025 Earnings Call - Sponsor's $10/unit Buyout Offer Takes Center Stage

Karina, Conference Moderator: Ladies and gentlemen, thank you for joining us, and welcome to the NOP Third Quarter 2025 earnings call. After today’s prepared remarks, we will host a question-and-answer session with an opportunity for equity research analysts to ask questions. If you would like to ask a question, please raise your hand. If you have dialed into today’s call, please press star nine to raise your hand and star six to unmute. I will now hand the conference over to Derek Lowe. Please go ahead, sir.

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: Thank you, Karina, and good morning, ladies and gentlemen. My name is Derek Lowe, and I’m the Chief Executive and Chief Financial Officer of KNOT Offshore Partners. Welcome to the partnership’s earnings call for the third quarter of 2025. Our website is knotoffshorepartners.com, and you can find the earnings release there along with this presentation. On slide two, you will find guidance on the inclusion of forward-looking statements in today’s presentation. These are made in good faith and reflect management’s current views, known and unknown risks, and are based on assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied in forward-looking statements, and the partnership does not have or undertake a duty to update any such forward-looking statements made as of the date of this presentation.

For further information, please consult our SEC filings, especially in relation to our annual and quarterly results. Today’s presentation also includes certain non-GAAP measures, and our earnings release includes a reconciliation of these to the most directly comparable GAAP measures. We begin on slide three with clearly the most material development during and since Q3 2025, which is our receipt of an unsolicited and non-binding offer from our sponsor, KNOT, to buy the publicly owned common units for $10 per common unit. The offer is currently being evaluated by the Conflicts Committee of the board, which is comprised of directors who are not affiliated to KNOT, and they have appointed Evercore and Richards, Layton & Finger as their independent professional advisors.

Given the outstanding nature of that process, I will not be addressing that matter on today’s call and would refer you to the press release that we issued on the 3rd of November and to KNOT’s own 13D Filing with the SEC on the same date, as those contain all the detail that’s currently available. On slide four, we have the Q3 financial and operational headlines. Revenues were $96.9 million, operating income $30.6 million, and net income $15.1 million. Adjusted EBITDA was $61.6 million. And as of September 30th, 2025, we had $125.2 million in available liquidity, made up of $77.2 million in cash and cash equivalents, plus $48 million in undrawn capacity on our credit facilities. That was $20.4 million higher than at June 30th. We operated with 99.9% utilization, taking into account the scheduled dry docking of Tove Knutsen, which amounts to 96.5% utilization overall.

Following the end of Q3, we declared a cash distribution of $0.026 per common unit, which was paid in November. On slide five, we have developments during Q3, most of which you will likely have seen in our update in late September. On July the 2nd, we purchased the Dan Cisne from our sponsor. The headlines of this are set out on slide six and include seven years of a guaranteed high rate. Also, on July the 2nd, we announced the establishment of a buyback program. We purchased just under 385,000 common units at a total cost of just over $3 million, which averages $7.87 per common unit. The program was concluded in October. We completed two refinancings in the quarter.

The first was our $25 million revolving credit facility with NTT, and the second was for the Tove Knutsen, where we used a sale and leaseback to increase capital by net $32 million. On the contractual front, in August, we obtained an extension with Shell for the Hilda Knutsen of up to one year. That is three months firm and then three months and then nine months at our option. In September, we secured an extension with Equinor for the Bodil Knutsen, which is now contracted through to March 2029 fixed, plus two options of one year each. On slide seven, we have the key developments in the fourth quarter to date. Most material is the offer from KNOT, which I described earlier.

We have completed this year’s refinancing schedule with a $71 million loan secured by the Synnøve Knutsen in October and a $25 million revolving credit facility, which was rolled over with SBI Shinsei. On the contracting front, we have signed a time charter with KNOT for the Fortaleza Knutsen to begin in Q2 2026, which is for one year fixed, followed by two charter options each of one year. Turning to slide 8 for a high-level summary of our current momentum, the shuttle tanker market has been tightening in both Brazil and the North Sea as well, in either case driven by FPSO startups and ramp-ups. Seven of these projects were a long time coming, and it’s been encouraging to see them up and running, driving shuttle tanker demand growth.

We’ve extended our backlog as of September 30th, 2025, to $963 million of fixed contracts, averaging 2.6 years, and rather more if all options are exercised. At September 30th, our fleet of 19 vessels had an average age of 10 years. We are continuing to repay debt at $95 million or more per year, which we think is prudent with a depreciating asset base, and our robust model has been validated by the four refinancings we’ve completed in the second half of 2025. Over slides 10 to 13, we provide the financials for Q3, for which the headlines are revenues of $96.3 million, operating income $30.7 million, net income $15.1 million, Adjusted EBITDA $61.6 million, and available liquidity at quarter end of $125.2 million, made up of $77.2 million in cash and cash equivalents, plus $48 million in undrawn capacity on our credit facilities.

That’s $20 million higher than available liquidity at the end of Q2. On slide 14 is our debt maturity profile, which has been updated to reflect the refinancing since quarter end of the Synnøve Knutsen loan and the second revolving credit facility. Notably, the average margin on our floating rate debt was 2.2% over SOFR. We’re encouraged by our experience of the refinancing this year and the signal they provide for lenders’ appetite to provide refinancing in future. Moving on to slide 16 and our charter portfolio, I’ve covered most of the updates here, but I believe that this is a very useful resource for investors looking to track primary movements, where change can occur in a highly stable portfolio of cash flows, in other words, when charters turn over and when there are dry docks that will cause off-hire and incurrence of CapEx costs.

Based on current charter rates, we believe that charterers’ options are likely to be taken up given the strength of the charter market. On slide 17, you can see our strong coverage through the coming quarters. Some charterers’ options that market conditions suggest have a good likelihood of being exercised and a small amount of open time. In all, we have 93% of vessel time in 2026 covered by fixed contracts and 69% in 2027. If all relevant options are exercised, this rises to 98% in 2026 and 88% in 2027. On slide 18, you can see the dropdown inventory held at the sponsor. Dropdowns have been the route to growth in the fleet throughout the life of the partnership and other means of replenishing and rejuvenating the fleet, given the depreciation in our assets.

On slides 19 to 21, we include again some commentary from Petrobras with relevant highlights from the five-year plan they’ve just released for 2026 through to 2030. Overall volumes produced and anticipated project startup timelines in the pre-salt continue to be in line with or above prior expectations, while CapEx on pre-salt projects comes down marginally. We believe that these materials from Petrobras provide a useful insight into the Brazilian offshore market, and we would encourage you to review the extensive materials that Petrobras have just published last week for the full picture. In short, though, from the shuttle tanker owner’s perspective, there is a lot to like about what Petrobras is saying and, importantly, in what they’re putting into action.

Crucially, it is this trackable and measurable activity, including numerous additional FPSOs that have already been funded but are expected to come online in the years ahead, that gives us comfort that shuttle tanker demand should readily absorb the current order book. Further, we believe that the current order book still trends towards a medium-term shortage of shuttle tankers when set against the forthcoming production. To summarize on slide 22, during Q3, we had strong utilization and financial results. We bought the Dan Cisne, refinanced two facilities, including a cash generation via sale and leaseback. We secured additional charter cover and paid the quarterly distribution. And so far, during Q4, we’ve received the unsolicited and non-binding offer from our sponsor, KNOT. We’ve refinanced two further facilities.

We’ve secured the next period of charter coverage for the Fortaleza Knutsen, and we’ve announced the annual meeting for December the 15th, at which our board has nominated Ms. Pernilla Osengo for election as independent director. With that, I’ll hand the call back to Karina for any questions. Thank you.

Karina, Conference Moderator: Thank you. We will now begin the question and answer session, which is open to equity research analysts. If you would like to ask a question, please raise your hand now. If you have dialed into today’s call, please press star nine to raise your hand and star six to unmute. Please stand by while we compile the Q&A roster. Your first question comes from the line of Poe Fratt from Alliance Global Partners. Your line is open. Please go ahead.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: Good afternoon, Derek.

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: Okay.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: Just a couple of questions. One on the Fortaleza. Can you give me an appreciation for the potential rate change versus the current time charter with Transpetro when it moves over to KNOT?

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: We don’t comment on individual rates, I’m afraid, but I can say that we’re certainly satisfied with the rate that we’ll be getting.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: Okay. Can I assume it’s a higher rate than or directionally, Derek?

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: Yeah, we don’t comment on particular rates. I mean, you’ll appreciate the timing of when this new contract has been signed by comparison with when the previous one was signed some years ago. And obviously, there’ll be a change in market conditions between the two times.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: Okay. And then looking at 26 for dry dockings, it looks like it’s a pretty active year with at least what, probably four, potentially five dry docks?

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: Yes, that’s right.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: Okay. And then you added the additional, I can’t pronounce the name, but Dan Cisne. But G&A didn’t go up at all. Is that something we should continue to look at, sort of the G&A at the $1.6 million per quarter range?

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: Yeah, we’re not expecting that to change materially. I mean, if you’re thinking that that ought to, or question whether that should have changed with acquisition of one vessel out of turning 18 into 19, we don’t see any material increase in the administrative burdens of one vessel.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: Yep.

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: As seen in the G&A.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: Yeah, just wanted to double-check. And then did I hear you correctly that, or did I hear you say that the buyback, the unit buyback program had concluded?

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: That’s right, yeah.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: So you stopped at three instead of going to the full 10?

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: That’s right.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: $10 million authorization?

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: Yep.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: Okay. And then no, that’s it for me. Oh, Derek, and I just have to ask. I know you said you couldn’t comment, but can you at least give us a ballpark timeframe when you think this independent committee process of evaluating or potentially getting a definitive agreement in place? What a ballpark timeframe for that would be?

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: Yeah. I’m afraid all the information that’s currently available is what’s been announced already on the 3rd of November, and that was a press release from the partnership and a 13D filing from KNOT, but beyond those, there’s nothing further that we can provide by way of comment, I’m afraid.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: Yep. Okay. But just mechanically, just so we all understand what the process is, you’ll get a definitive agreement, then you’ll have to put a proxy out, and then you’ll have a shareholder vote or a unit holder vote at some point in time. So it really looks more realistically, at least in my mind, that this would be a first quarter event at the earliest.

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: Yeah. I mean, that’s in the process that the Conflicts Committee is going through now. So it’s for them to develop with their advisors and obviously in discussion with, in response to KNOT in due course.

Poe Fratt, Equity Research Analyst, Alliance Global Partners: Great. Thank you.

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: Thanks, Bo.

Karina, Conference Moderator: As a kind reminder, if you would like to ask a question, please raise your hand now using the raise hand feature. If you have dialed into today’s call, please press star nine to raise your hand and star six to unmute. It appears we have no further questions in queue. I will hand the call back to Derek Lowe for closing remarks.

Derek Lowe, Chief Executive and Chief Financial Officer, KNOT Offshore Partners: Thank you again for joining this earnings call for KNOT Offshore Partners third quarter in 2025. I look forward to speaking with you following the fourth quarter results, and I encourage you to provide your proxy vote into the annual meeting within the next few days. Thank you.

Karina, Conference Moderator: This now concludes today’s call. Thank you for attending. You may now disconnect.