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 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of August 2023
Commission File Number 001-35466
GasLog Ltd.
(Translation of registrant’s name into English)
c/o
GasLog LNG Services Ltd.
69 Akti Miaouli, 18537
Piraeus, Greece
(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 þ 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): |
¨ |
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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): |
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The press release issued by GasLog Ltd. on August 3,
2023, relating to its results for the three month period ended June 30, 2023 and the related financial statements are attached hereto
as Exhibits 99.1 and 99.2, respectively.
EXHIBIT LIST
SIGNATURES
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.
Date: August 3, 2023 |
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GASLOG LTD., |
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by |
/s/ Paolo Enoizi |
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Name: |
Paolo Enoizi |
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Title: |
Chief Executive Officer |
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Exhibit 99.1
GasLog Ltd. Reports Financial Results for the
Three-Month Period Ended June 30, 2023
Hamilton,
Bermuda, August 3, 2023, GasLog Ltd. and its subsidiaries (“GasLog”, “Group” or “Company”)
(NYSE: GLOG-PA), an international owner, operator and manager of liquefied natural gas (“LNG”) carriers, today
reported its financial results for the quarter ended June 30, 2023.
Recent Developments
Agreement for Sale of GasLog Athens
On July 17, 2023, GasLog completed the sale
of the GasLog Athens, a 145,000 cubic meter (“cbm”) steam turbine propulsion (“Steam”) LNG carrier to an
unrelated third party. When the Memorandum of Agreement was signed, in January 2023, the vessel was reclassified as held for sale
and a non-cash impairment loss of $9.3 million was recognized.
Merger Agreement with GasLog Partners
On April 6, 2023, GasLog entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with GasLog Partners LP (“GasLog Partners” or the “Partnership”),
GasLog Partners GP LLC, the general partner of the Partnership and Saturn Merger Sub LLC, a wholly owned subsidiary of GasLog (“Merger
Sub”). Pursuant to the Merger Agreement, (i) Merger Sub would merge with and into the Partnership, with the Partnership surviving
as a direct subsidiary of GasLog, and (ii) GasLog would acquire the outstanding common units of the Partnership not beneficially
owned by GasLog for overall consideration of $8.65 per common unit in cash (the “Transaction”), consisting in part of a special
distribution by the Partnership of $3.28 per common unit in cash (the “Special Distribution”) that would be distributed to
the Partnership’s unitholders in connection with the closing of the Transaction and the remainder to be paid by GasLog as merger
consideration at the closing of the Transaction.
The conflicts committee (the “Conflicts Committee”)
of the Partnership’s board of directors, comprised solely of independent directors and advised by its own independent legal and
financial advisors, unanimously recommended that the Partnership’s board of directors approve the Merger Agreement and determined
that the Transaction was in the best interests of the Partnership and the holders of its common units unaffiliated with GasLog. Acting
upon the recommendation and approval of the Conflicts Committee, the Partnership’s board of directors unanimously approved the Merger
Agreement and the Transaction and recommended that the common unitholders of the Partnership vote in favor of the Transaction.
The
Transaction was approved at the special meeting of the common unitholders of the Partnership held on July 7, 2023, based on the affirmative
vote (in person and in proxy) of the holders of at least a majority of the common units of the Partnership entitled to vote thereon, voting
as a single class, subject to a cutback for certain unitholders beneficially owning more than 4.9% of the outstanding common units (as
provided for in the Partnership’s Seventh Amended and Restated Agreement of Limited Partnership and described in the proxy statement
of the Partnership dated June 5, 2023 as filed with the Securities Exchange Commission (“SEC”)). The payment date for
the Special Distribution was July 12, 2023. The Transaction closed on July 13, 2023 at 6:30 a.m. Eastern Time (the
“Effective Time”) upon the filing of the certificate of merger with the Marshall Islands Registrar of Corporations. At the
Effective Time, each common unit that was issued and outstanding immediately prior to the Effective Time (other than common units that,
as of immediately prior to the Effective Time, were held by GasLog) was converted into the right to receive $5.37 in cash, without interest
and reduced by any applicable tax withholding, for each common unit. Accordingly, holders of common units not already beneficially owned
by GasLog who held their common units both on the Special Distribution record date of July 10, 2023 (subject to the applicability
of due-bill trading) and at the Effective Time received overall consideration of $8.65 per common unit. Trading in the Partnership’s
common units on the New York Stock Exchange (“NYSE”) was suspended on July 13, 2023, and delisting of the common units
took place on July 24, 2023. The Partnership’s 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate
Preference Units (the “Partnership’s Series A Preference Units”), 8.200% Series B Cumulative Redeemable Perpetual
Fixed to Floating Rate Preference Units (the “Partnership’s Series B Preference Units”) and 8.500% Series C
Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series C Preference Units”)
remain outstanding and continue to trade on the NYSE.
The merger consideration was partially financed
by the borrowing of a term loan in an aggregate principal amount of $50.0 million under a Bridge Facility Agreement dated July 3,
2023 (the “Bridge Facility Agreement”), among Merger Sub, as the original borrower, GasLog, as guarantor, DNB (UK) Ltd., as
arranger and bookrunner, the lenders party thereto and DNB Bank ASA, London Branch, as agent, with the Partnership succeeding to the obligations
of Merger Sub upon the consummation of the Transaction. The aggregate principal amount outstanding under the Bridge Facility Agreement
was repaid in full, together with accrued and unpaid interest, on July 26, 2023.
New Charter Agreements
During
the second quarter of 2023, we signed a multi-month time charter agreement for the GasLog Sydney, a tri-fuel diesel
electric (“TFDE”) LNG carrier, with Pioneer Shipping Limited, a wholly owned subsidiary of Centrica plc
(“Centrica”). In addition, the time charter agreement of the GasLog Gibraltar, a TFDE LNG carrier, with a wholly
owned subsidiary of Shell plc (“Shell”) was extended by five years, following the exercise of their extension option,
with the contract now set to expire in 2028. Post-quarter end, the time charter agreement of the Methane Alison Victoria, a
Steam LNG carrier, with CNTIC VPower Energy Ltd. (“CNTIC VPower”), an independent Chinese energy company, was also
extended by one year, following the exercise of their extension option, with the contract now to expire in 2024. In addition, we
agreed to a multi-year time charter agreement for the Solaris, a TFDE LNG carrier, with KE Fuel International Co., Ltd.
(“Kansai”).
Dividend Declarations
On
August 2, 2023, the board of directors declared a quarterly cash dividend of $0.15 per common share, or $14.3 million
in the aggregate, payable on August 4, 2023, to shareholders of record as of August 3, 2023.
On August 2, 2023, the board of directors
declared a dividend on the Series A Preference Shares of $0.546875 per share, or $2.5 million in the aggregate, payable on October 2,
2023, to holders of record as of September 29, 2023.
Financial Summary
Amounts in thousands of U.S. dollars | |
For the three months ended | |
| |
June 30, 2022 | | |
June 30, 2023 | |
Revenues | |
$ | 216,096 | | |
$ | 227,766 | |
Profit for the period | |
$ | 48,369 | | |
$ | 73,392 | |
Adjusted EBITDA1 | |
$ | 165,510 | | |
$ | 178,523 | |
Adjusted Profit1 | |
$ | 62,452 | | |
$ | 66,660 | |
1
Adjusted EBITDA and Adjusted Profit are non-GAAP financial measures and should not be used in isolation or
as substitutes for GasLog’s financial results presented in accordance with International Financial Reporting Standards (“IFRS”).
For the definitions and reconciliations of these measures to the most directly comparable financial measures calculated and presented
in accordance with IFRS, please refer to Exhibit II at the end of this press release.
There
were 2,887 available days for the quarter ended June 30, 2023, as compared to 3,175 available days for the quarter ended June 30,
2022. Available days represent total calendar days in the period after deducting off-hire days where vessels are undergoing dry-dockings
and unavailable days (for example, days before and after a dry-docking where the vessel has limited practical ability for chartering opportunities).
The decrease in available days was attributable to the increase in off-hire days for scheduled dry-dockings (nil dry-docking off-hire
days in the three-month period ended June 30, 2022, compared to 78 dry-docking off-hire days in the three-month period ended June 30,
2023), the sale of the Methane Shirley Elisabeth in September 2022, and to the Floating Storage Regasification Unit (“FSRU”)
conversion of the Alexandroupoli that started in February 2023.
Revenues were $227.8 million for the quarter ended
June 30, 2023 ($216.1 million for the quarter ended June 30, 2022). The increase in revenues is mainly attributable to a net
increase in revenues from our vessels operating in the spot and short-term markets in the second quarter of 2023. This net increase was
partially offset by a decrease in available days explained above.
Profit for the period was $73.4 million for the
quarter ended June 30, 2023 ($48.4 million for the quarter ended June 30, 2022). The increase in profit is mainly attributable
to the non-cash impairment loss recognized in the second quarter of 2022 (nil in the second quarter of 2023), the increase in revenues,
as discussed above, the increase in realized gain from derivatives held for trading and the increase in financial income, partially offset
by the decrease in gain from the marked-to-market valuation of our derivative financial instruments carried at fair value through profit
or loss due to changes in the forward yield curve and the increase in financial costs, mainly attributable to the increase in interest
expense on loans, all as a result of the increased interest rates in the second quarter of 2023 as compared to the same period in 2022.
Adjusted
EBITDA was $178.5 million for the quarter ended June 30, 2023 ($165.5 million for the quarter ended June 30, 2022). The
increase in Adjusted EBITDA is mainly attributable to the increase in revenues of $11.7 million, as discussed above, and the decrease
of $4.0 million in vessel operating and supervision costs, largely related to cost savings in 2023 following the relaxation of our COVID-19
enhanced protocols, partially offset by an increase in voyage expenses of $3.0 million.
Adjusted
Profit was $66.7 million for the quarter ended June 30, 2023 ($62.5 million for the quarter ended June 30, 2022). The
increase in Adjusted Profit is mainly attributable to the increase in Adjusted EBITDA, the increase in realized gain from derivatives
held for trading and the increase in financial income, partially offset by the increase in financial costs, all as a result of the increase
in interest rates in the second quarter of 2023 as compared to the same period in 2022.
As of June 30, 2023, GasLog had $488.1 million
of cash and cash equivalents. An additional amount of $41.0 million of time deposits with an original duration greater than three months
was classified under short-term cash deposits.
As
of June 30, 2023, GasLog had an aggregate of $3.0 billion of indebtedness outstanding under its credit facilities and bond agreements,
of which $382.4 million is repayable within one year. Current bank borrowings include an amount of a) $152.5 million with respect to the
credit facility of up to $450.0 million of GAS-four Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd. with Credit Suisse AG, Nordea Bank Abp,
filial I Norge, Iyo Bank Ltd., Singapore Branch and the Development Bank of Japan, Inc. which matures in February 2024,
b) $31.6 million with respect to the associated debt of GasLog Athens classified as held for sale as of June 30, 2023 and
c) $15.0 million with respect to a prepayment effected in July 2023 in accordance with the 7.75% Notes due in 2029. Furthermore,
as of June 30, 2023, we also had an aggregate of $418.3 million of lease liabilities, of which $70.2 million is payable
within one year.
As of June 30, 2023, the total remaining balance
of the contract prices of the four LNG carriers on order was $618.1 million, of which $82.4 million is due within 12 months and will be
funded by the four sale and leaseback agreements entered into on July 6, 2022 with CMB Financial Leasing Co., Ltd. (“CMBFL”).
As
of June 30, 2023, GasLog’s current assets totaled $657.6 million, while current liabilities totaled $659.2 million,
resulting in a negative working capital position of $1.6 million. Current liabilities include $73.6 million of unearned revenue in relation
to hires received in advance of June 30, 2023 (which represents a non-cash liability that will be recognized as revenue in July 2023
as the services are rendered).
Management monitors the Company’s liquidity
position throughout the year to ensure that it has access to sufficient funds to meet its forecast cash requirements, including newbuilding
and debt service commitments, and to monitor compliance with the financial covenants within its loan and bond facilities. We anticipate
that our primary sources of funds for at least twelve months from the date of this report will be available cash, cash from operations,
existing and future borrowings and future sale and lease-back transactions. We believe that these anticipated sources of funds
will be sufficient to meet our liquidity needs and to comply with our
financial covenants for at least twelve months from the date of this report and therefore it is appropriate to prepare the financial statements
on a going concern basis.
GasLog Partners Preference Unit Repurchase Programme
In the quarter ended June 30,
2023, there were no repurchases of preference units, due to an extended blackout period in relation to the Transaction.
GasLog Preference Shares Repurchase Programme
On August 2, 2023, the board of directors approved a preference
share repurchase programme of up to $35.0 million of the Company's Preference Shares, effective immediately. Under the terms of the preference
repurchase programme, the Company may repurchase Preference Shares from time to time, at the Company's discretion, on the open market,
in privately negotiated transactions or through redemptions. Any repurchases are subject to market conditions, applicable legal requirements
and other considerations. The Company is not obligated under the preference repurchase programme to repurchase any specific dollar amount
or number of Preference Shares, and the preference repurchase programme may be modified, suspended or discontinued at any time or never
utilized.
Fleet Update
Owned Fleet
As of August 3, 2023, our wholly owned fleet
consisted of the following vessels:
Vessel Name | |
Year Built | |
Cargo Capacity (cbm) | |
Charterer | |
Propulsion | |
Charter Expiration(1) | |
Optional Period(2) |
1 |
Alexandroupoli (3) | |
2010 | |
153,600 | |
n/a | |
TFDE | |
n/a | |
n/a |
2 |
GasLog Savannah | |
2010 | |
155,000 | |
Multinational Oil and Gas Company | |
TFDE | |
July 2024 | |
2025 (4) |
3 |
GasLog Singapore | |
2010 | |
155,000 | |
NFE Transport Partners LLC (5) | |
TFDE | |
March 2025 | |
June 2025 (5) |
4 |
GasLog Genoa | |
2018 | |
174,000 | |
Shell | |
Dual-fuel medium speed propulsion (“X-DF”) | |
March 2027 | |
2030-2033 (6) |
5 |
GasLog Windsor | |
2020 | |
180,000 | |
Centrica (7) | |
X-DF | |
April 2027 | |
2029-2033 (7) |
6 |
GasLog Westminster | |
2020 | |
180,000 | |
Centrica | |
X-DF | |
July 2027 | |
2029-2033 (7) |
7 |
GasLog Georgetown | |
2020 | |
174,000 | |
Cheniere (8) | |
X-DF | |
November 2027 | |
2030-2034 (8) |
8 |
GasLog Galveston | |
2021 | |
174,000 | |
Cheniere | |
X-DF | |
January 2028 | |
2031-2035 (8) |
9 |
GasLog Wellington | |
2021 | |
180,000 | |
Cheniere | |
X-DF | |
June 2028 | |
2031-2035 (8) |
10 |
GasLog Winchester | |
2021 | |
180,000 | |
Cheniere | |
X-DF | |
August 2028 | |
2031-2035 (8) |
11 |
GasLog Gladstone | |
2019 | |
174,000 | |
Shell | |
X-DF | |
January 2029 | |
2032-2035 (6) |
12 |
GasLog Warsaw | |
2019 | |
180,000 | |
Endesa (9) | |
X-DF | |
May 2029 | |
2035-2041 (9) |
13 |
GasLog Wales | |
2020 | |
180,000 | |
Jera (10) | |
X-DF | |
March 2032 | |
2035-2038 (10) |
As of August 3, 2023, the Partnership’s owned fleet consisted
of the following vessels:
Vessel Name |
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Year
Built |
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Cargo
Capacity
(cbm) |
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Charterer |
|
Propulsion |
|
Charter
Expiration(1) |
|
Optional
Period(2) |
1 |
Methane Rita Andrea |
|
2006 |
|
145,000 |
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Energy Major |
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Steam |
|
October 2023 |
|
— |
2 |
Solaris |
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2014 |
|
155,000 |
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Energy Major |
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TFDE |
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October 2023 |
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— |
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Kansai |
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March 2030 |
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— |
3 |
GasLog Santiago |
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2013 |
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155,000 |
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Trafigura (12) |
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TFDE |
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December 2023 |
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2028 (12) |
4 |
GasLog Seattle |
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2013 |
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155,000 |
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Energy Trading Company (13) |
|
TFDE |
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March 2024 |
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— |
5 |
Methane Jane Elizabeth |
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2006 |
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145,000 |
|
Cheniere |
|
Steam |
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March 2024 |
|
2025 (8) |
6 |
Methane Alison Victoria |
|
2007 |
|
145,000 |
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CNTIC VPower |
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Steam |
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October 2024 |
|
2025 (11) |
7 |
GasLog Greece |
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2016 |
|
174,000 |
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Shell |
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TFDE |
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March 2026 |
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2031 (6) |
8 |
GasLog Glasgow |
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2016 |
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174,000 |
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Shell |
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TFDE |
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June 2026 |
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2031 (6) |
9 |
GasLog Geneva |
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2016 |
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174,000 |
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Shell |
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TFDE |
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September 2028 |
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2031 (6) |
10 |
GasLog Gibraltar |
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2016 |
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174,000 |
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Shell |
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TFDE |
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October 2028 |
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2031 (6) |
11 |
Methane Becki Anne |
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2010 |
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170,000 |
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Shell |
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TFDE |
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March 2029 |
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— |
Bareboat Vessels
As of August 3, 2023, our bareboat fleet consisted of the following
vessels:
Vessel Name | |
Year Built | |
Cargo Capacity (cbm) | |
Charterer | |
Propulsion | |
Charter Expiration(1) | |
Optional Period(2) |
1 |
GasLog Skagen | |
2013 | |
155,000 | |
Tokyo LNG (14) | |
TFDE | |
September 2024 | |
— |
2 |
GasLog Saratoga (15) | |
2014 | |
155,000 | |
Mitsui (16) | |
TFDE | |
September 2024 | |
— |
3 |
GasLog Hong Kong | |
2018 | |
174,000 | |
TotalEnergies (17) | |
X-DF | |
December 2025 | |
2028 (17) |
4 |
GasLog Salem | |
2015 | |
155,000 | |
Gunvor (18) | |
TFDE | |
March 2026 | |
— |
5 |
Methane Julia Louise | |
2010 | |
170,000 | |
Shell | |
TFDE | |
March 2026 | |
2029-2031 (6) |
6 |
GasLog Houston | |
2018 | |
174,000 | |
Shell | |
X-DF | |
May 2028 | |
2031-2034 (6) |
As of August 3, 2023, the Partnership’s bareboat fleet
consisted of the following vessels:
Vessel Name | |
Year Built | |
Cargo Capacity (cbm) | |
Charterer | |
Propulsion | |
Charter Expiration(1) | |
Optional Period(2) |
1 |
GasLog Sydney (15) | |
2013 | |
155,000 | |
Centrica | |
TFDE | |
May 2024 | |
— |
2 |
GasLog Shanghai | |
2013 | |
155,000 | |
Woodside (19) | |
TFDE | |
March 2025 | |
2026 (19) |
3 |
Methane Heather Sally | |
2007 | |
145,000 | |
SEA Charterer (20) | |
Steam | |
July 2025 | |
— |
| (1) | Indicates the expiration of the initial term. |
| (2) | The period shown reflects the expiration of the minimum optional
period and the maximum optional period. |
| (3) | The vessel GasLog Chelsea was renamed to Alexandroupoli
in February 2023. The vessel is currently undergoing conversion into an FSRU. |
| (4) | The charterer has the right to extend the charter by an additional
period of one year, provided that the charterer gives us advance notice of the declaration. |
| (5) | The vessel is chartered to New Fortress Energy Transport Partners
LLC (“NFE Transport Partners LLC”). The charterer has the right to extend the charter by an additional period of 90 days,
provided that the charterer gives us advance notice of the declaration. |
| (6) | Shell has the right to extend the charters of (a) the GasLog
Genoa, the GasLog Houston and the GasLog Gladstone by two additional periods of three years, (b) the Methane
Julia Louise for a period of either three or five years, (c) the GasLog Greece and the GasLog Glasgow for a period
of five years and (d) the GasLog Geneva and the GasLog Gibraltar for a period of three years, provided that Shell
gives us advance notice of the declarations. |
| (7) | Centrica has the right to extend the charters by three additional
periods of two years, provided that Centrica gives us advance notice of declaration. |
| (8) | The vessel is chartered to Cheniere Marketing International LLP,
a wholly owned subsidiary of Cheniere Energy, Inc. (“Cheniere”). Cheniere has the right to extend the charters of (a) the
GasLog Georgetown, the GasLog Galveston, the GasLog Wellington and the GasLog Winchester by three consecutive
periods of three years, two years and two years, respectively and (b) the Methane Jane Elizabeth by an additional period
of one year, provided that Cheniere gives us advance notice of the declarations. |
| (9) | “Endesa” refers to Endesa S.A. Endesa has the right
to extend the charter of the GasLog Warsaw by two additional periods of six years, provided that Endesa gives us advance notice
of declaration. |
| (10) | “Jera” refers to LNG Marine Transport Limited, the
principal LNG shipping entity of Japan’s Jera Co., Inc. Jera has the right to extend the charter by two additional periods
of three years, provided that Jera gives us advance notice of declaration. |
| (11) | CNTIC VPower may extend the term of the related charter by an
additional period of one year, provided that the charterer gives us advance notice of declaration. |
| (12) | The vessel is chartered to Trafigura Maritime Logistics PTE Ltd.
(“Trafigura”). Trafigura may extend the term of this time charter for a five-year period, provided that the charterer gives
us advance notice of declaration. |
| (13) | The vessel is chartered to a Swiss-headquartered energy trading
company. |
| (14) | The vessel is chartered to Tokyo LNG Tanker Co. Ltd. (“Tokyo
LNG”). |
| (15) | On March 30, 2023 GAS-five Ltd. and GAS-nine Ltd. sold the
GasLog Sydney and the GasLog Saratoga respectively, to a wholly owned subsidiary of China Development Bank Leasing (“CDBL”)
and leased them back for a period of five years, with no repurchase option or obligation. |
| (16) | The vessel is chartered to Mitsui & Co., Ltd. (“Mitsui”). |
| (17) | The vessel is chartered to TotalEnergies Gas & Power
Limited, a wholly owned subsidiary of TotalEnergies SE (“TotalEnergies”). TotalEnergies has the right to extend the charter
for a period of three years, provided that TotalEnergies provides us with advance notice of declaration. |
| (18) | The vessel is chartered to Clearlake Shipping Pte. Ltd., a wholly
owned subsidiary of Gunvor Group Ltd. (“Gunvor”). |
| (19) | The vessel is chartered to Woodside Energy Shipping Singapore
Pte. Ltd. (“Woodside”). The charterer has the right to extend the charter by an additional period of one year, provided that
the charterer gives us advance notice of declaration. |
| (20) | The vessel is chartered to a Southeast Asian charterer (“SEA
Charterer”). |
Future Deliveries
As of August 3, 2023, GasLog has four newbuildings
on order at Daewoo Shipbuilding and Marine Engineering Co., Ltd.:
LNG Carrier | |
Expected Delivery | |
Cargo Capacity (cbm) | |
Charterer | |
Propulsion(1) | |
Estimated Charter Expiration(2) |
Hull No. 2532 | |
Q3 2024 | |
174,000 | |
Multinational Oil and Gas Company | |
MEGI | |
2031 |
Hull No. 2533 | |
Q3 2024 | |
174,000 | |
Mitsui | |
MEGI | |
2033 |
Hull No. 2534 | |
Q3 2025 | |
174,000 | |
Woodside | |
MEGI | |
2035 |
Hull No. 2535 | |
Q4 2025 | |
174,000 | |
Woodside | |
MEGI | |
2035 |
____________
| (1) | M-type, Electronically controlled Gas Injection (“MEGI”) engine. |
| (2) | Charter expiration to be determined based upon actual date of
delivery. |
EXHIBIT I - Unaudited Interim Financial Information
Unaudited condensed consolidated statements
of financial position
As of December 31, 2022 and June 30,
2023
(Amounts expressed in thousands of U.S. Dollars)
| |
December 31, 2022 | | |
June 30, 2023 | |
Assets | |
| | | |
| | |
Non-current assets | |
| | | |
| | |
Goodwill | |
| 9,511 | | |
| 9,511 | |
Investment in associates | |
| 28,823 | | |
| 42,564 | |
Deferred financing costs | |
| 8,778 | | |
| 8,173 | |
Other non-current assets | |
| 2,092 | | |
| 3,075 | |
Derivative financial instruments, non-current portion | |
| 13,225 | | |
| 10,776 | |
Tangible fixed assets | |
| 4,514,663 | | |
| 3,974,881 | |
Vessels under construction | |
| 210,099 | | |
| 444,726 | |
Right-of-use assets | |
| 416,485 | | |
| 515,371 | |
Total non-current assets | |
| 5,203,676 | | |
| 5,009,077 | |
Current assets | |
| | | |
| | |
Vessel held for sale | |
| — | | |
| 54,450 | |
Trade and other receivables | |
| 22,897 | | |
| 27,588 | |
Dividends receivable and other amounts due from related parties | |
| 61 | | |
| 886 | |
Derivative financial instruments, current portion | |
| 25,383 | | |
| 23,348 | |
Inventories | |
| 8,483 | | |
| 10,645 | |
Prepayments and other current assets | |
| 7,262 | | |
| 11,546 | |
Short-term cash deposits | |
| 36,000 | | |
| 41,000 | |
Cash and cash equivalents | |
| 368,286 | | |
| 488,124 | |
Total current assets | |
| 468,372 | | |
| 657,587 | |
Total assets | |
| 5,672,048 | | |
| 5,666,664 | |
Equity and liabilities | |
| | | |
| | |
Equity | |
| | | |
| | |
Preference shares | |
| 46 | | |
| 46 | |
Share capital | |
| 954 | | |
| 954 | |
Contributed surplus | |
| 658,888 | | |
| 658,888 | |
Reserves | |
| 16,464 | | |
| 15,838 | |
Retained earnings | |
| 108,685 | | |
| 139,865 | |
Equity attributable to owners of the Group | |
| 785,037 | | |
| 815,591 | |
Non-controlling interests | |
| 936,741 | | |
| 976,672 | |
Total equity | |
| 1,721,778 | | |
| 1,792,263 | |
Current liabilities | |
| | | |
| | |
Trade accounts payable | |
| 19,725 | | |
| 28,787 | |
Ship management creditors | |
| 14 | | |
| 55 | |
Amounts due to related parties | |
| 26 | | |
| 179 | |
Derivative financial instruments, current portion | |
| 2,834 | | |
| 3,058 | |
Other payables and accruals | |
| 166,932 | | |
| 174,615 | |
Borrowings, current portion | |
| 294,977 | | |
| 382,359 | |
Lease liabilities, current portion | |
| 48,548 | | |
| 70,176 | |
Total current liabilities | |
| 533,056 | | |
| 659,229 | |
Non-current liabilities | |
| | | |
| | |
Derivative financial instruments, non-current portion | |
| 5,498 | | |
| 13,669 | |
Borrowings, non-current portion | |
| 3,004,767 | | |
| 2,625,133 | |
Lease liabilities, non-current portion | |
| 287,828 | | |
| 348,120 | |
Other non-current liabilities | |
| 119,121 | | |
| 228,250 | |
Total non-current liabilities | |
| 3,417,214 | | |
| 3,215,172 | |
Total equity and liabilities | |
| 5,672,048 | | |
| 5,666,664 | |
Unaudited condensed consolidated statements
of profit or loss
For
the three and six months ended June 30, 2022 and 2023
(Amounts expressed in thousands of U.S. Dollars)
| |
For the three months ended | | |
For the six months ended | |
| |
June 30, 2022 | | |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2023 | |
Revenues | |
| 216,096 | | |
| 227,766 | | |
| 429,819 | | |
| 459,065 | |
Voyage expenses and commissions | |
| (1,995 | ) | |
| (5,003 | ) | |
| (7,327 | ) | |
| (9,718 | ) |
Vessel operating and supervision costs | |
| (42,446 | ) | |
| (38,390 | ) | |
| (86,083 | ) | |
| (78,411 | ) |
Depreciation | |
| (58,008 | ) | |
| (59,900 | ) | |
| (112,841 | ) | |
| (116,134 | ) |
Impairment loss | |
| (28,027 | ) | |
| — | | |
| (56,911 | ) | |
| (11,740 | ) |
Loss on disposal of non-current assets | |
| — | | |
| — | | |
| (577 | ) | |
| (1,309 | ) |
General and administrative expenses | |
| (6,884 | ) | |
| (8,645 | ) | |
| (16,902 | ) | |
| (17,206 | ) |
Profit from operations | |
| 78,736 | | |
| 115,828 | | |
| 149,178 | | |
| 224,547 | |
Financial costs | |
| (39,466 | ) | |
| (63,557 | ) | |
| (76,835 | ) | |
| (128,054 | ) |
Financial income | |
| 353 | | |
| 5,886 | | |
| 412 | | |
| 9,925 | |
Gain on derivatives | |
| 8,330 | | |
| 14,143 | | |
| 45,731 | | |
| 10,473 | |
Share of profit of associates | |
| 416 | | |
| 1,092 | | |
| 935 | | |
| 1,525 | |
Total other expenses, net | |
| (30,367 | ) | |
| (42,436 | ) | |
| (29,757 | ) | |
| (106,131 | ) |
Profit for the period | |
| 48,369 | | |
| 73,392 | | |
| 119,421 | | |
| 118,416 | |
Attributable to: | |
| | | |
| | | |
| | | |
| | |
Owners of the Group | |
| 45,729 | | |
| 46,793 | | |
| 90,524 | | |
| 64,828 | |
Non-controlling interests | |
| 2,640 | | |
| 26,599 | | |
| 28,897 | | |
| 53,588 | |
| |
| 48,369 | | |
| 73,392 | | |
| 119,421 | | |
| 118,416 | |
Unaudited condensed consolidated statements of cash flows
For the six months ended June 30, 2022 and 2023
(Amounts expressed in thousands of U.S. Dollars)
| |
For the six months ended | |
| |
June 30, 2022 | | |
June 30, 2023 | |
Cash flows from operating activities: | |
| | | |
| | |
Profit for the period | |
| 119,421 | | |
| 118,416 | |
Adjustments for: | |
| | | |
| | |
Depreciation | |
| 112,841 | | |
| 116,134 | |
Impairment loss | |
| 56,911 | | |
| 11,740 | |
Loss on disposal of non-current assets | |
| 577 | | |
| 1,309 | |
Share of profit of associates | |
| (935 | ) | |
| (1,525 | ) |
Financial income | |
| (412 | ) | |
| (9,925 | ) |
Financial costs | |
| 76,835 | | |
| 128,054 | |
Gain on derivatives (excluding realized loss/gain on forward foreign exchange contracts held for trading) | |
| (47,558 | ) | |
| (8,235 | ) |
Share-based compensation | |
| 463 | | |
| 327 | |
| |
| 318,143 | | |
| 356,295 | |
Movements in working capital | |
| (6,583 | ) | |
| (12,570 | ) |
Net cash provided by operating activities | |
| 311,560 | | |
| 343,725 | |
Cash flows from investing activities: | |
| | | |
| | |
Payments for tangible fixed assets and vessels under construction | |
| (117,196 | ) | |
| (121,688 | ) |
Proceeds from sale and leasebacks of tangible fixed assets, net | |
| 123,448 | | |
| 278,297 | |
Proceeds from FSRU forthcoming sale | |
| 79,526 | | |
| 106,896 | |
Other investments | |
| (103 | ) | |
| (13,229 | ) |
Payments for right-of-use assets | |
| — | | |
| (4,312 | ) |
Dividends received from associate | |
| — | | |
| 425 | |
Purchase of short-term cash deposits | |
| (10,000 | ) | |
| (92,000 | ) |
Maturity of short-term cash deposits | |
| — | | |
| 87,000 | |
Financial income received | |
| 222 | | |
| 9,575 | |
Net cash provided by investing activities | |
| 75,897 | | |
| 250,964 | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from loans and bonds, net of discount | |
| 312,638 | | |
| 82,444 | |
Loan and bond repayments | |
| (543,116 | ) | |
| (374,023 | ) |
Principal elements of lease payments | |
| (18,707 | ) | |
| (27,868 | ) |
Interest paid | |
| (73,511 | ) | |
| (114,245 | ) |
Release of cash collaterals for swaps | |
| 990 | | |
| — | |
Payment of loan and bond issuance costs | |
| (1,580 | ) | |
| (724 | ) |
Proceeds from interest rate swaps termination | |
| — | | |
| 3,706 | |
Payment of equity raising costs | |
| (20 | ) | |
| — | |
Dividends paid (common and preference) | |
| (55,400 | ) | |
| (44,789 | ) |
Repurchase of GasLog Partners’ preference units | |
| (18,740 | ) | |
| — | |
Net cash used in financing activities | |
| (397,446 | ) | |
| (475,499 | ) |
Effects of exchange rate changes on cash and cash equivalents | |
| (480 | ) | |
| 648 | |
(Decrease)/increase in cash and cash equivalents | |
| (10,469 | ) | |
| 119,838 | |
Cash and cash equivalents, beginning of the period | |
| 282,246 | | |
| 368,286 | |
Cash and cash equivalents, end of the period | |
| 271,777 | | |
| 488,124 | |
EXHIBIT II
Non-GAAP Financial Measures:
EBITDA, Adjusted EBITDA and Adjusted Profit
EBITDA is defined
as earnings before depreciation, amortization, financial income and costs, gain/loss on derivatives and taxes. Adjusted EBITDA is defined
as EBITDA before foreign exchange gains/losses, impairment loss, gain/loss on disposal of non-current assets, restructuring costs
and the costs relating to the 2021 take-private transaction with BlackRock’s Global Energy & Power Infrastructure team
and the Transaction (collectively such costs, the “Transaction Costs”). Adjusted Profit represents earnings before write-off
and accelerated amortization of unamortized loan fees/bond fees and premium/discount, foreign exchange gains/losses, unrealized foreign
exchange losses on cash and bond, impairment loss, swap optimization costs (with respect to cash collateral amendments), gain/loss on
disposal of non-current assets, restructuring costs, Transaction Costs and non-cash gain/loss on derivatives that includes (if any) (a) unrealized
gain/loss on derivative financial instruments held for trading, (b) recycled loss of cash flow hedges reclassified to profit or loss
and (c) ineffective portion of cash flow hedges. EBITDA, Adjusted EBITDA and Adjusted Profit are non-GAAP financial measures that
are used as supplemental financial measures by management and external users of financial statements, such as investors, to assess our
financial and operating performance. We believe that these non-GAAP financial measures assist our management and investors by increasing
the comparability of our performance from period to period. We believe that including EBITDA, Adjusted EBITDA and Adjusted Profit assists
our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting
between investing in us and other investment alternatives and (iii) monitoring our ongoing financial and operational strength in
assessing whether to purchase and/or to continue to hold our common shares. This is achieved by excluding the potentially disparate effects
between periods of, in the case of EBITDA and Adjusted EBITDA, financial costs, gain/loss on derivatives, taxes, depreciation and amortization;
in the case of Adjusted EBITDA, foreign exchange gains/losses, impairment loss, gain/loss on disposal of non-current assets, restructuring
costs and Transaction Costs; and in the case of Adjusted Profit, write-off and accelerated amortization of unamortized loan/bond fees
and premium/discount, foreign exchange gains/losses, unrealized foreign exchange losses on cash and bond, impairment loss, swap optimization
costs (with respect to cash collateral amendments), gain/loss on disposal of non-current assets, restructuring costs, Transaction Costs
and non-cash gain/loss on derivatives, which items are affected by various and possibly changing financing methods, financial market conditions,
capital structure and historical cost basis, and which items may significantly affect results of operations between periods.
EBITDA, Adjusted EBITDA and Adjusted Profit have limitations as analytical
tools and should not be considered as alternatives to, or as substitutes for, or superior to, profit, profit from operations, or any other
measure of operating performance presented in accordance with IFRS. Some of these limitations include the fact that they do not reflect
(i) our cash expenditures or future requirements for capital expenditures or contractual commitments, (ii) changes in, or cash
requirements for, our working capital needs and (iii) the cash requirements necessary to service interest or principal payments on
our debt. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced
in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. EBITDA, Adjusted EBITDA and
Adjusted Profit are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows and other
companies in our industry may calculate these measures differently than we do, limiting their usefulness as a comparative measure.
In evaluating Adjusted EBITDA and Adjusted Profit, you should be aware
that in the future we may incur expenses that are the same as, or similar to, some of the adjustments in this presentation. Our presentation
of Adjusted EBITDA and Adjusted Profit should not be construed as an inference that our future results will be unaffected by the excluded
items. Therefore, the non-GAAP financial measures as presented below may not be comparable to similarly titled measures of other companies
in the shipping or other industries.
Reconciliation
of Profit to EBITDA and Adjusted EBITDA:
(Amounts expressed in thousands of U.S. Dollars)
| |
For the three months ended | | |
For the six months ended | |
| |
June 30, 2022 | | |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2023 | |
Profit for the period | |
| 48,369 | | |
| 73,392 | | |
| 119,421 | | |
| 118,416 | |
Depreciation | |
| 58,008 | | |
| 59,900 | | |
| 112,841 | | |
| 116,134 | |
Financial costs | |
| 39,466 | | |
| 63,557 | | |
| 76,835 | | |
| 128,054 | |
Financial income | |
| (353 | ) | |
| (5,886 | ) | |
| (412 | ) | |
| (9,925 | ) |
Gain on derivatives | |
| (8,330 | ) | |
| (14,143 | ) | |
| (45,731 | ) | |
| (10,473 | ) |
EBITDA | |
| 137,160 | | |
| 176,820 | | |
| 262,954 | | |
| 342,206 | |
Foreign exchange (gains)/losses, net | |
| (207 | ) | |
| 195 | | |
| 72 | | |
| 888 | |
Restructuring costs | |
| 211 | | |
| — | | |
| 1,689 | | |
| 136 | |
Transaction Costs | |
| 319 | | |
| 1,508 | | |
| 840 | | |
| 2,332 | |
Impairment loss | |
| 28,027 | | |
| — | | |
| 56,911 | | |
| 11,740 | |
Loss on disposal of non-current assets | |
| — | | |
| — | | |
| 577 | | |
| 1,309 | |
Adjusted EBITDA | |
| 165,510 | | |
| 178,523 | | |
| 323,043 | | |
| 358,611 | |
Reconciliation of Profit to Adjusted Profits:
(Amounts expressed in thousands of U.S. Dollars)
| |
For the three months ended | | |
For the six months ended | |
| |
June 30, 2022 | | |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2023 | |
Profit for the period | |
| 48,369 | | |
| 73,392 | | |
| 119,421 | | |
| 118,416 | |
Non-cash (gain)/loss on derivatives | |
| (14,442 | ) | |
| (8,451 | ) | |
| (60,654 | ) | |
| 770 | |
Write-off of unamortized loan fees | |
| — | | |
| — | | |
| 1,150 | | |
| 1,676 | |
Foreign exchange (gains)/losses, net | |
| (207 | ) | |
| 195 | | |
| 72 | | |
| 888 | |
Restructuring costs | |
| 211 | | |
| — | | |
| 1,689 | | |
| 136 | |
Transaction Costs | |
| 319 | | |
| 1,508 | | |
| 840 | | |
| 2,332 | |
Impairment loss | |
| 28,027 | | |
| — | | |
| 56,911 | | |
| 11,740 | |
Loss on disposal of non-current assets | |
| — | | |
| — | | |
| 577 | | |
| 1,309 | |
Unrealized foreign exchange losses/(gains), net on cash | |
| 175 | | |
| 16 | | |
| 480 | | |
| (648 | ) |
Adjusted Profit | |
| 62,452 | | |
| 66,660 | | |
| 120,486 | | |
| 136,619 | |
Exhibit 99.2
GASLOG LTD.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of financial position
As of December 31, 2022 and June 30, 2023
(Amounts expressed in thousands of U.S. Dollars)
| |
Note | |
December 31, 2022 | | |
June 30, 2023 | |
Assets | |
| |
| | | |
| | |
Non-current assets | |
| |
| | | |
| | |
Goodwill | |
| |
| 9,511 | | |
| 9,511 | |
Investment in associates | |
3 | |
| 28,823 | | |
| 42,564 | |
Deferred financing costs | |
| |
| 8,778 | | |
| 8,173 | |
Other non-current assets | |
| |
| 2,092 | | |
| 3,075 | |
Derivative financial instruments, non-current portion | |
11 | |
| 13,225 | | |
| 10,776 | |
Tangible fixed assets | |
4 | |
| 4,514,663 | | |
| 3,974,881 | |
Vessels under construction | |
4 | |
| 210,099 | | |
| 444,726 | |
Right-of-use assets | |
5 | |
| 416,485 | | |
| 515,371 | |
Total non-current assets | |
| |
| 5,203,676 | | |
| 5,009,077 | |
Current assets | |
| |
| | | |
| | |
Vessel held for sale | |
4 | |
| — | | |
| 54,450 | |
Trade and other receivables | |
| |
| 22,897 | | |
| 27,588 | |
Dividends receivable and other amounts due from related parties | |
3 | |
| 61 | | |
| 886 | |
Derivative financial instruments, current portion | |
11 | |
| 25,383 | | |
| 23,348 | |
Inventories | |
| |
| 8,483 | | |
| 10,645 | |
Prepayments and other current assets | |
| |
| 7,262 | | |
| 11,546 | |
Short-term cash deposits | |
| |
| 36,000 | | |
| 41,000 | |
Cash and cash equivalents | |
| |
| 368,286 | | |
| 488,124 | |
Total current assets | |
| |
| 468,372 | | |
| 657,587 | |
Total assets | |
| |
| 5,672,048 | | |
| 5,666,664 | |
Equity and liabilities | |
| |
| | | |
| | |
Equity | |
| |
| | | |
| | |
Preference shares | |
9 | |
| 46 | | |
| 46 | |
Share capital | |
9 | |
| 954 | | |
| 954 | |
Contributed surplus | |
| |
| 658,888 | | |
| 658,888 | |
Reserves | |
| |
| 16,464 | | |
| 15,838 | |
Retained earnings | |
| |
| 108,685 | | |
| 139,865 | |
Equity attributable to owners of the Group | |
| |
| 785,037 | | |
| 815,591 | |
Non-controlling interests | |
| |
| 936,741 | | |
| 976,672 | |
Total equity | |
| |
| 1,721,778 | | |
| 1,792,263 | |
Current liabilities | |
| |
| | | |
| | |
Trade accounts payable | |
| |
| 19,725 | | |
| 28,787 | |
Ship management creditors | |
| |
| 14 | | |
| 55 | |
Amounts due to related parties | |
| |
| 26 | | |
| 179 | |
Derivative financial instruments, current portion | |
11 | |
| 2,834 | | |
| 3,058 | |
Other payables and accruals | |
8 | |
| 166,932 | | |
| 174,615 | |
Borrowings, current portion | |
6 | |
| 294,977 | | |
| 382,359 | |
Lease liabilities, current portion | |
5 | |
| 48,548 | | |
| 70,176 | |
Total current liabilities | |
| |
| 533,056 | | |
| 659,229 | |
Non-current liabilities | |
| |
| | | |
| | |
Derivative financial instruments, non-current portion | |
11 | |
| 5,498 | | |
| 13,669 | |
Borrowings, non-current portion | |
6 | |
| 3,004,767 | | |
| 2,625,133 | |
Lease liabilities, non-current portion | |
5 | |
| 287,828 | | |
| 348,120 | |
Other non-current liabilities | |
4 | |
| 119,121 | | |
| 228,250 | |
Total non-current liabilities | |
| |
| 3,417,214 | | |
| 3,215,172 | |
Total equity and liabilities | |
| |
| 5,672,048 | | |
| 5,666,664 | |
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of profit or loss
For the
three and six months ended June 30, 2022 and 2023
(Amounts expressed in thousands of U.S. Dollars)
| |
| |
For the three months ended | | |
For the six months ended | |
| |
| |
| | |
| |
| |
Notes | |
June 30, 2022 | | |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2023 | |
Revenues | |
7 | |
| 216,096 | | |
| 227,766 | | |
| 429,819 | | |
| 459,065 | |
Voyage expenses and commissions | |
| |
| (1,995 | ) | |
| (5,003 | ) | |
| (7,327 | ) | |
| (9,718 | ) |
Vessel operating and supervision costs | |
| |
| (42,446 | ) | |
| (38,390 | ) | |
| (86,083 | ) | |
| (78,411 | ) |
Depreciation | |
4, 5 | |
| (58,008 | ) | |
| (59,900 | ) | |
| (112,841 | ) | |
| (116,134 | ) |
General and administrative expenses | |
| |
| (6,884 | ) | |
| (8,645 | ) | |
| (16,902 | ) | |
| (17,206 | ) |
Loss on disposal of non-current assets | |
4 | |
| — | | |
| — | | |
| (577 | ) | |
| (1,309 | ) |
Impairment loss | |
4 | |
| (28,027 | ) | |
| — | | |
| (56,911 | ) | |
| (11,740 | ) |
Profit from operations | |
| |
| 78,736 | | |
| 115,828 | | |
| 149,178 | | |
| 224,547 | |
Financial costs | |
12 | |
| (39,466 | ) | |
| (63,557 | ) | |
| (76,835 | ) | |
| (128,054 | ) |
Financial income | |
| |
| 353 | | |
| 5,886 | | |
| 412 | | |
| 9,925 | |
Gain on derivatives | |
12 | |
| 8,330 | | |
| 14,143 | | |
| 45,731 | | |
| 10,473 | |
Share of profit of associates | |
3 | |
| 416 | | |
| 1,092 | | |
| 935 | | |
| 1,525 | |
Total other expenses, net | |
| |
| (30,367 | ) | |
| (42,436 | ) | |
| (29,757 | ) | |
| (106,131 | ) |
Profit for the period | |
| |
| 48,369 | | |
| 73,392 | | |
| 119,421 | | |
| 118,416 | |
Attributable to: | |
| |
| | | |
| | | |
| | | |
| | |
Owners of the Group | |
| |
| 45,729 | | |
| 46,793 | | |
| 90,524 | | |
| 64,828 | |
Non-controlling interests | |
| |
| 2,640 | | |
| 26,599 | | |
| 28,897 | | |
| 53,588 | |
| |
| |
| 48,369 | | |
| 73,392 | | |
| 119,421 | | |
| 118,416 | |
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of comprehensive income
or loss
For the
three and six months ended June 30, 2022 and 2023
(Amounts expressed in thousands of U.S. Dollars)
| |
| |
For the three months ended | | |
For the six months ended | |
| |
| |
| | |
| |
| |
Notes | |
June 30, 2022 | | |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2023 | |
Profit for the period | |
| |
| 48,369 | | |
| 73,392 | | |
| 119,421 | | |
| 118,416 | |
Other comprehensive income/(loss): | |
| |
| | | |
| | | |
| | | |
| | |
Items that may be reclassified subsequently to profit or loss: | |
| |
| | | |
| | | |
| | | |
| | |
Effective portion of changes in fair value of cash flow hedges, net of amounts recycled to profit or loss | |
11 | |
| 972 | | |
| 1,076 | | |
| (686 | ) | |
| (963 | ) |
Other comprehensive income/(loss) for the period | |
| |
| 972 | | |
| 1,076 | | |
| (686 | ) | |
| (963 | ) |
Total comprehensive income for the period | |
| |
| 49,341 | | |
| 74,468 | | |
| 118,735 | | |
| 117,453 | |
Attributable to: | |
| |
| | | |
| | | |
| | | |
| | |
Owners of the Group | |
| |
| 46,701 | | |
| 47,869 | | |
| 89,838 | | |
| 63,865 | |
Non-controlling interests | |
| |
| 2,640 | | |
| 26,599 | | |
| 28,897 | | |
| 53,588 | |
| |
| |
| 49,341 | | |
| 74,468 | | |
| 118,735 | | |
| 117,453 | |
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of changes in equity
For the
six months ended June 30, 2022 and 2023
(Amounts expressed in thousands of U.S. Dollars)
| |
Share capital (Note 9) | | |
Preference shares (Note 9) | | |
Contributed surplus | | |
Reserves | | |
(Accumulated deficit)/ Retained earnings | | |
Attributable to owners of the Group | | |
Non - controlling interests | | |
Total | |
Balance as of December 31, 2021 | |
| 954 | | |
| 46 | | |
| 692,536 | | |
| 15,322 | | |
| (65,117 | ) | |
| 643,741 | | |
| 924,630 | | |
| 1,568,371 | |
Repurchases of GasLog Partners' preference units | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (18,740 | ) | |
| (18,740 | ) |
Dividend declared (common and preference shares) | |
| — | | |
| — | | |
| (33,648 | ) | |
| — | | |
| — | | |
| (33,648 | ) | |
| (14,729 | ) | |
| (48,377 | ) |
Share-based compensation, net of accrued dividend | |
| — | | |
| — | | |
| — | | |
| 468 | | |
| — | | |
| 468 | | |
| — | | |
| 468 | |
Profit for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| 90,524 | | |
| 90,524 | | |
| 28,897 | | |
| 119,421 | |
Other comprehensive loss for the period | |
| — | | |
| — | | |
| — | | |
| (686 | ) | |
| — | | |
| (686 | ) | |
| — | | |
| (686 | ) |
Total comprehensive (loss)/income for the period | |
| — | | |
| — | | |
| — | | |
| (686 | ) | |
| 90,524 | | |
| 89,838 | | |
| 28,897 | | |
| 118,735 | |
Balance as of June 30, 2022 | |
| 954 | | |
| 46 | | |
| 658,888 | | |
| 15,104 | | |
| 25,407 | | |
| 700,399 | | |
| 920,058 | | |
| 1,620,457 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of December 31, 2022 | |
| 954 | | |
| 46 | | |
| 658,888 | | |
| 16,464 | | |
| 108,685 | | |
| 785,037 | | |
| 936,741 | | |
| 1,721,778 | |
Dividend declared (common and preference shares) (Note 9) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (33,648 | ) | |
| (33,648 | ) | |
| (13,657 | ) | |
| (47,305 | ) |
Share-based compensation, net of accrued dividend | |
| — | | |
| — | | |
| — | | |
| 337 | | |
| — | | |
| 337 | | |
| — | | |
| 337 | |
Profit for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| 64,828 | | |
| 64,828 | | |
| 53,588 | | |
| 118,416 | |
Other comprehensive loss for the period | |
| — | | |
| — | | |
| — | | |
| (963 | ) | |
| — | | |
| (963 | ) | |
| — | | |
| (963 | ) |
Total comprehensive (loss)/income for the period | |
| — | | |
| — | | |
| — | | |
| (963 | ) | |
| 64,828 | | |
| 63,865 | | |
| 53,588 | | |
| 117,453 | |
Balance as of June 30, 2023 | |
| 954 | | |
| 46 | | |
| 658,888 | | |
| 15,838 | | |
| 139,865 | | |
| 815,591 | | |
| 976,672 | | |
| 1,792,263 | |
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of cash flows
For the six months ended June 30, 2022 and 2023
(Amounts expressed in thousands of U.S. Dollars)
| |
| |
For the six months ended | |
| |
Note | |
June 30, 2022 | | |
June 30, 2023 | |
Cash flows from operating activities: | |
| |
| | | |
| | |
Profit for the period | |
| |
| 119,421 | | |
| 118,416 | |
Adjustments for: | |
| |
| | | |
| | |
Depreciation | |
4, 5 | |
| 112,841 | | |
| 116,134 | |
Impairment loss | |
4 | |
| 56,911 | | |
| 11,740 | |
Loss on disposal of non-current assets | |
4 | |
| 577 | | |
| 1,309 | |
Share of profit of associates | |
3 | |
| (935 | ) | |
| (1,525 | ) |
Financial income | |
| |
| (412 | ) | |
| (9,925 | ) |
Financial costs | |
| |
| 76,835 | | |
| 128,054 | |
Gain on derivatives (excluding realized loss/gain on forward foreign exchange contracts held for trading) | |
12 | |
| (47,558 | ) | |
| (8,235 | ) |
Share-based compensation | |
| |
| 463 | | |
| 327 | |
| |
| |
| 318,143 | | |
| 356,295 | |
Movements in working capital | |
| |
| (6,583 | ) | |
| (12,570 | ) |
Net cash provided by operating activities | |
| |
| 311,560 | | |
| 343,725 | |
Cash flows from investing activities: | |
| |
| | | |
| | |
Payments for tangible fixed assets and vessels under construction | |
| |
| (117,196 | ) | |
| (121,688 | ) |
Proceeds from sale and leasebacks of tangible fixed assets, net | |
| |
| 123,448 | | |
| 278,297 | |
Proceeds from Floating Storage Regasification Unit (“FSRU”) forthcoming sale | |
| |
| 79,526 | | |
| 106,896 | |
Other investments | |
| |
| (103 | ) | |
| (13,229 | ) |
Payments for right-of-use assets | |
| |
| — | | |
| (4,312 | ) |
Dividends received from associate | |
| |
| — | | |
| 425 | |
Purchase of short-term cash deposits | |
| |
| (10,000 | ) | |
| (92,000 | ) |
Maturity of short-term cash deposits | |
| |
| — | | |
| 87,000 | |
Financial income received | |
| |
| 222 | | |
| 9,575 | |
Net cash provided by investing activities | |
| |
| 75,897 | | |
| 250,964 | |
Cash flows from financing activities: | |
| |
| | | |
| | |
Proceeds from loans and bonds, net of discount | |
6 | |
| 312,638 | | |
| 82,444 | |
Loan and bond repayments | |
6 | |
| (543,116 | ) | |
| (374,023 | ) |
Principal elements of lease payments | |
| |
| (18,707 | ) | |
| (27,868 | ) |
Interest paid | |
| |
| (73,511 | ) | |
| (114,245 | ) |
Release of cash collaterals for swaps | |
| |
| 990 | | |
| — | |
Payment of loan and bond issuance costs | |
| |
| (1,580 | ) | |
| (724 | ) |
Proceeds from interest rate swaps termination | |
11 | |
| — | | |
| 3,706 | |
Payment of equity raising costs | |
| |
| (20 | ) | |
| — | |
Dividends paid (common and preference) | |
| |
| (55,400 | ) | |
| (44,789 | ) |
Repurchase of GasLog Partners’ preference units | |
| |
| (18,740 | ) | |
| — | |
Net cash used in financing activities | |
| |
| (397,446 | ) | |
| (475,499 | ) |
Effects of exchange rate changes on cash and cash equivalents | |
| |
| (480 | ) | |
| 648 | |
(Decrease)/increase in cash and cash equivalents | |
| |
| (10,469 | ) | |
| 119,838 | |
Cash and cash equivalents, beginning of the period | |
| |
| 282,246 | | |
| 368,286 | |
Cash and cash equivalents, end of the period | |
| |
| 271,777 | | |
| 488,124 | |
| |
| |
| | | |
| | |
Non-cash investing and financing activities | |
| |
| | | |
| | |
Capital expenditures included in liabilities at the end of the period | |
| |
| 12,130 | | |
| 22,066 | |
Capital expenditures included in liabilities at the end of the period – Right-of-use assets | |
| |
| 169 | | |
| 3,317 | |
Loan issuance costs included in liabilities at the end of the period | |
| |
| 211 | | |
| 5,990 | |
Dividend declared included in liabilities at the end of the period | |
| |
| 2,516 | | |
| 2,516 | |
Non-cash prepayment of lease payments | |
| |
| 26,557 | | |
| 24,459 | |
Capitalized imputed interest included in long-term liabilities at the end of the period | |
| |
| 1,198 | | |
| 7,352 | |
Capitalized interest included in current liabilities at the end of the period | |
| |
| — | | |
| 2,546 | |
The accompanying
notes are an integral part of these unaudited condensed consolidated financial statements.
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the six months ended June 30, 2022 and 2023
(Amounts expressed in thousands of U.S. Dollars, except share and
per share data)
1. Organization and Operations
GasLog Ltd. (“GasLog”) was incorporated
in Bermuda on July 16, 2003. GasLog and its subsidiaries (the “Company” or “Group”) are primarily engaged
in the ownership, operation and management of vessels in the liquefied natural gas (“LNG”) market, providing maritime services
for the transportation of LNG on a worldwide basis and LNG vessel management services. The Group conducts its operations through its vessel-owning
subsidiaries, lease asset companies, right-of-use asset companies and through its vessel management services subsidiary. The Group’s
operations are carried out from offices in Piraeus, London and Singapore. The registered office of GasLog is Clarendon House, 2 Church
Street, Hamilton HM 11, Bermuda.
On
February 21, 2021, GasLog entered into an agreement and plan of merger (the “2021 Merger Agreement”) with BlackRock’s
Global Energy & Power Infrastructure Team (collectively, “GEPIF”), pursuant to which GEPIF acquired all of the outstanding
common shares of GasLog Ltd. that were not held by certain existing shareholders of GasLog Ltd. for a purchase price of $5.80 in cash
per share (the “2021 Transaction”). On June 4, 2021, the special general meeting of shareholders (the “Special
Meeting”) was held, and shareholders approved (i) the previously announced Merger Agreement, (ii) the merger and (iii) the
statutory merger agreement contemplated by the Merger Agreement. Trading in GasLog’s common shares on the New York Stock
Exchange (“NYSE”) was suspended and the delisting of the common shares from the NYSE became effective on June 21, 2021.
GasLog’s 8.75% Series A Cumulative Redeemable Perpetual Preference Shares (“Preference Shares”) remain outstanding
and continue to trade in the NYSE under the ticker symbol “GLOG PR A”.
Following the consummation of the 2021 Transaction
on June 9, 2021, the Company, Blenheim Holdings Ltd., Blenheim Special Investments Holding Ltd. and Olympic LNG Investments Ltd.
(collectively, the “Rolling Shareholders”) and GEPIF entered into a shareholders’ agreement with respect to the governance
of the Company (the “Shareholders’ Agreement”). Pursuant to the Shareholders’ Agreement, the board of directors
of the Company were reduced to five persons, and the Rolling Shareholders that are party to the Shareholders’ Agreement will appoint
a majority of the Company’s board of directors in accordance with the terms of the Shareholders’ Agreement. In addition, Peter
G. Livanos holds a proxy to vote the shares of the Rolling Shareholders under the terms of the Shareholders’ Agreement and, as a
result of holding such proxy, controls more than a majority of the voting stock of the Company and controls the right to appoint a majority
of the board of the Company.
On
January 24, 2023, the board of directors extended to GasLog Partners LP (“GasLog Partners” or the “Partnership”)
an unsolicited non-binding proposal to acquire all of the outstanding common units representing limited partner interests of the Partnership
not already beneficially owned by GasLog. On April 6, 2023, GasLog entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with the Partnership, GasLog Partners GP LLC, the general partner of the Partnership, and Saturn Merger Sub LLC,
a wholly owned subsidiary of GasLog (“Merger Sub”). Pursuant to the Merger Agreement, (i) Merger Sub would merge with
and into the Partnership, with the Partnership surviving as a direct subsidiary of GasLog, and (ii) GasLog would acquire the outstanding
common units of the Partnership not beneficially owned by GasLog for overall consideration of $8.65 per common unit in cash (the “Transaction”),
consisting in part of a special distribution by the Partnership of $3.28 per common unit in cash (the “Special Distribution”)
that would be distributed to the Partnership’s unitholders in connection with the closing of the Transaction and the remainder to
be paid by GasLog as merger consideration at the closing of the Transaction.
The conflicts committee (the “Conflicts Committee”)
of the Partnership’s board of directors, comprised solely of independent directors and advised by its own independent legal and
financial advisors, unanimously recommended that the Partnership’s board of directors approve the Merger Agreement and determined
that the Transaction was in the best interests of the Partnership and the holders of its common units unaffiliated with GasLog. Acting
upon the recommendation and approval of the Conflicts Committee, the Partnership’s board of directors unanimously approved the Merger
Agreement and the Transaction and recommended that the common unitholders of the Partnership vote in favor of the Transaction.
The
Transaction was approved at the special meeting of the common unitholders of the Partnership held on July 7, 2023, based on the affirmative
vote (in person or by proxy) of the holders of at least a majority of the common units of the Partnership entitled to vote thereon, voting
as a single class, subject to a cutback for certain unitholders beneficially owning more than 4.9% of the outstanding common units (as
provided for in the Partnership’s Seventh Amended and Restated Agreement of Limited Partnership and described in the proxy statement
of the Partnership dated June 5, 2023 as filed with the Securities Exchange Commission (“SEC”)). The payment date for
the Special Distribution was July 12, 2023. The Transaction closed on July 13, 2023 at 6:30 a.m. Eastern Time (the “Effective
Time”) upon the filing of the certificate of merger with the Marshall Islands Registrar of Corporations. At the Effective Time,
each common unit that was issued and outstanding immediately prior to the Effective Time (other than common units that, as of immediately
prior to the Effective Time, were held by GasLog) was converted into the right to receive $5.37 in cash, without interest and reduced
by any applicable tax withholding, for each common unit. Accordingly, holders of common units not already beneficially owned by GasLog
who held their common units both on the Special Distribution record date of July 10, 2023 (subject to the applicability of due-bill
trading) and at the Effective Time received overall consideration of $8.65 per common unit. Trading in the Partnership’s common
units on the NYSE was suspended on July 13, 2023, and delisting of the common units took place on July 24, 2023. The Partnership’s
8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series A
Preference Units”), 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s
Series B Preference Units”) and 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units
(the “Partnership’s Series C Preference Units”) remain outstanding and continue to trade on the NYSE.
GasLog Partners is consolidated in the Group’s
financial statements.
The merger consideration was partially financed
by the borrowing of a term loan in an aggregate principal amount of $50,000 under a Bridge Facility Agreement dated July 3, 2023
(the “Bridge Facility Agreement”), among Merger Sub, as the original borrower, GasLog, as guarantor, DNB
(UK) Ltd., as arranger and bookrunner, the lenders party thereto and
DNB Bank ASA, London Branch, as agent, with the Partnership succeeding to the obligations of Merger Sub upon the consummation of the Transaction.
The aggregate principal amount outstanding under the Bridge Facility Agreement was repaid in full, together with accrued and unpaid interest,
on July 26, 2023.
The accompanying unaudited condensed consolidated
financial statements include the financial statements of GasLog and its subsidiaries. All subsidiaries included in the unaudited condensed
consolidated financial statements are 100% held (either directly or indirectly) by GasLog, except for GasLog Partners and its subsidiaries.
In comparison to the Group’s structure for the year ended December 31, 2022, Saturn Merge Sub LLC was incorporated in April 2023
and no other new subsidiaries were established or acquired in the six months ended June 30, 2023 while GAS-Two Panama S.A. was dissolved
in June 2023.
2. Basis of Presentation
These unaudited condensed consolidated financial
statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting
as issued by the International Accounting Standards Board (“IASB”). Certain information and footnote disclosures required
by International Financial Reporting Standards (“IFRS”) for a complete set of annual financial statements have been omitted,
and, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Group’s annual
consolidated financial statements as of and for the year ended December 31, 2022, filed on an Annual Report on Form 20-F with
the SEC on March 3, 2023.
The critical accounting judgments and key sources
of estimation uncertainty were disclosed in the Company’s annual consolidated financial statements for the year ended December 31,
2022 and remain unchanged.
The unaudited condensed consolidated financial
statements are expressed in U.S. dollars (“USD”), which is the functional currency of all of the subsidiaries in the Group
because their vessels operate in international shipping markets in which revenues and expenses are primarily settled in USD, and the Group’s
most significant assets and liabilities are paid for and settled in USD.
The financial statements are prepared on the historical
cost basis, except for the revaluation of derivative financial instruments. The same accounting policies and methods of computation have
been followed in these unaudited condensed consolidated financial statements as were applied in the preparation of the Group’s financial
statements for the year ended December 31, 2022.
On August 3, 2023, GasLog’s board
of directors authorized the unaudited condensed consolidated financial statements for issuance.
As
of June 30, 2023, GasLog’s current assets totaled $657,587, while current liabilities totaled $659,229, resulting in
a negative working capital position of $1,642. Current liabilities include $73,614 of unearned revenue in relation to hires received in
advance of June 30, 2023 (which represents a non-cash liability that will be recognized as revenue in July as the services are
rendered).
Management monitors the Company’s liquidity
position throughout the year to ensure that it has access to sufficient funds to meet its forecast cash requirements, including newbuilding
and debt service commitments, and to monitor compliance with the financial covenants within its loan and bond facilities. Management anticipates
that its primary sources of funds over the next twelve months will be available cash, cash from operations, existing and future borrowings
and future sale and leaseback transactions. Management believes that these anticipated sources of funds will be sufficient for the Company
to meet its liquidity needs and to comply with its financial covenants for at least twelve months from the date of this report and therefore
it is appropriate to prepare the financial statements on a going concern basis.
Adoption of new and revised IFRS
(a) Standards and interpretations adopted in the current period
The following standards and amendments relevant
to the Group were effective in the current period:
In February 2021, the IASB amended IAS 1 Presentation
of Financial Statements, IFRS Practice Statement 2 and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
to improve accounting policy disclosures and to help the users of the financial statements to distinguish between changes in accounting
estimates and changes in accounting policies. The amendments are effective for annual periods beginning on or after January 1, 2023.
These amendments did not have a material impact on the Group’s financial statements.
All other IFRS standards and amendments that became
effective in the current period are not relevant to the Group or are not material with respect to the Group’s financial statements.
(b) Standards and amendments in issue not yet adopted
At the date of authorization of these consolidated
financial statements, the following standards and amendments relevant to the Group were in issue but not yet effective:
In January 2020, the IASB issued a narrow-scope
amendment to IAS 1 Presentation of Financial Statements (as further amended in October 2022), to clarify that liabilities
are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification
is unaffected by the expectations of the entity or events after the reporting date (for example, the receipt of a waiver or a breach of
covenant). The amendment also clarifies what IAS 1 means when it refers to the “settlement” of a liability as the extinguishment
of a liability with cash, other economic resources or an entity’s own equity instruments. The amendment will be effective for annual
periods beginning on or after January 1, 2024 and should be applied retrospectively in accordance with IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors. Earlier application is permitted. Management anticipates that this amendment will not
have a material impact on the Group’s financial statements.
In June 2023, the International Sustainability
Standards Board (“ISSB”) issued IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information
and IFRS S2 Climate-related Disclosures. The objective of IFRS S1 and IFRS S2 is to require an entity to disclose information
about its sustainability-related risks and opportunities and climate-related risks and opportunities, respectively, that is useful to
users of general purpose financial reports in making decisions relating to providing resources to the entity. IFRS S1 is effective for
annual reporting periods beginning on or after January 1, 2024 with earlier application permitted as long as IFRS S2 is also applied.
IFRS S2 is effective for annual reporting periods beginning on or after January 1, 2024 with earlier application permitted as long
as IFRS S1 is also applied. Management anticipates that this amendment will have a disclosure impact on the Group’s financial statements.
The impact of all other IFRS standards and amendments
issued but not yet adopted is not expected to be material with respect to the Group’s financial statements.
3. Investment in Associates and Joint Operations
The movements in investment in associates are reported in
the following table:
| |
Associates | |
As of January 1, 2023 | |
| 28,823 | |
Additions | |
| 13,229 | |
Share of profit of associates | |
| 1,525 | |
Dividend declared | |
| (1,013 | ) |
As of June 30, 2023 | |
| 42,564 | |
The additions of $13,229 relate mainly to capital
contribution of $3,871 and subordinated loan of $9,047 for the investment in Gastrade S.A. (“Gastrade”).
On April 3, 2023, the Company acquired a 33.3%
shareholding in CLEOS SINGLE MEMBER PRIVATE COMPANY (“CLEOS”), a single member private company for the a) conduct of scientific
research in the fields of energy, fuels and technology in general, b) provision of consulting services to the partners, c) commercial
exploitation of any technologies developed and d) development and implementation of innovative decarbonization technologies. The Company
contributed the amount of $248. The investment in CLEOS is classified as joint operations.
4. Tangible Fixed Assets and Vessels Under Construction
The movements in tangible fixed assets and vessels
under construction are reported in the following table:
| |
Vessels | | |
Office property and other tangible assets | | |
Total tangible fixed assets | | |
Vessels under construction | |
Cost | |
| | | |
| | | |
| | | |
| | |
As of January 1, 2023 | |
| 5,739,816 | | |
| 41,222 | | |
| 5,781,038 | | |
| 221,076 | |
Additions | |
| 9,561 | | |
| 1,879 | | |
| 11,440 | | |
| 130,698 | |
Disposals | |
| (410,348 | ) | |
| — | | |
| (410,348 | ) | |
| — | |
Transfer under Vessels under construction | |
| (167,863 | ) | |
| — | | |
| (167,863 | ) | |
| 103,929 | |
Transfer under Vessel held for sale | |
| (164,050 | ) | |
| — | | |
| (164,050 | ) | |
| — | |
Fully amortized fixed assets | |
| (9,383 | ) | |
| — | | |
| (9,383 | ) | |
| — | |
As of June 30, 2023 | |
| 4,997,733 | | |
| 43,101 | | |
| 5,040,834 | | |
| 455,703 | |
| |
| | | |
| | | |
| | | |
| | |
Accumulated
depreciation and Impairment loss | |
| | | |
| | | |
| | | |
| | |
As of January 1, 2023 | |
| 1,259,394 | | |
| 6,981 | | |
| 1,266,375 | | |
| 10,977 | |
Depreciation | |
| 72,945 | | |
| 306 | | |
| 73,251 | | |
| — | |
Disposals | |
| (106,284 | ) | |
| — | | |
| (106,284 | ) | |
| — | |
Transfer under Vessels under construction | |
| (63,934 | ) | |
| — | | |
| (63,934 | ) | |
| — | |
Transfer under Vessel held for sale | |
| (109,600 | ) | |
| — | | |
| (109,600 | ) | |
| — | |
Impairment loss | |
| 15,528 | | |
| — | | |
| 15,528 | | |
| — | |
Fully amortized fixed assets | |
| (9,383 | ) | |
| — | | |
| (9,383 | ) | |
| — | |
As of June 30, 2023 | |
| 1,058,666 | | |
| 7,287 | | |
| 1,065,953 | | |
| 10,977 | |
| |
| | | |
| | | |
| | | |
| | |
Net book value | |
| | | |
| | | |
| | | |
| | |
As of December 31, 2022 | |
| 4,480,422 | | |
| 34,241 | | |
| 4,514,663 | | |
| 210,099 | |
As of June 30, 2023 | |
| 3,939,067 | | |
| 35,814 | | |
| 3,974,881 | | |
| 444,726 | |
Vessels with an aggregate carrying amount of $3,939,067
as of June 30, 2023 (December 31, 2022: $4,480,422) have been pledged as collateral under the terms of the Group’s credit
facilities.
On February 2, 2022, GasLog entered into an
agreement for the sale of the GasLog Chelsea, a 153,600 cubic meters (“cbm”) tri-fuel diesel
electric propulsion (“TFDE”) LNG carrier built in 2010 to
Gastrade for $265,086, payable in installments, following its conversion to an FSRU expected to be completed by the fourth quarter of
2023. On February 3, 2022, GasLog, through its subsidiary GAS-fifteen Ltd., issued a Final Notice to Proceed to Seatrium O&G
(Americas) Limited (“Seatrium”) ex. Keppel Shipyard Ltd. (“Keppel”) to convert the GasLog Chelsea, into
a FSRU in connection with the Final Investment Decision (“FID”) taken by Gastrade for the construction of a regasification
terminal in Alexandroupolis. In February 2023, the GasLog Chelsea changed from the flag of Bermuda to the flag of Greece and
was renamed to Alexandroupoli. The proceeds from the sale of the GasLog Chelsea and specifically the amount of $215,528
(December 31, 2022: $108,632) (including $3,460 of extra proceeds due to variation orders, December 31, 2022: $2,598) already
received as of June 30, 2023 and the amount of $53,018 to be received in the future were considered as a significant financing component
according to IFRS 15 Revenue from Contracts with Customers and are recognized under Other non-current liabilities. Consequently,
the Group assessed the interest to be capitalized over time relating to the transaction, and the capitalized amount as of June 30,
2023 was $7,352 (December 31, 2022: $3,294) and was included in Vessels Under Construction. Following the signing of this agreement,
as of March 31, 2022, the vessel was remeasured at the lower of its carrying amount and its recoverable amount (value in use), and
a non-cash impairment loss of $19,350 was recorded. In the six months ended June 30, 2023, the Group recorded an impairment reversal
of $3,788 in relation to the write-off of a cost included in Tangible Fixed Assets before the remeasurement of the GasLog Skagen
and the recognition of an impairment loss of $9,534 on March 31, 2022.
On
March 30, 2023, GAS-five Ltd. and GAS-nine Ltd. completed the sale and leaseback of the GasLog Sydney and the GasLog Saratoga,
respectively, with a wholly-owned subsidiary of China Development Bank Leasing (“CDBL”) (Note 5). During the six-month period
ended June 30, 2023, both vessels were initially remeasured at the lower of their carrying amount and fair value less costs to sell
and a non-cash impairment loss of $142 and $6,053 was recorded for GasLog Sydney and GasLog Saratoga, respectively. Upon
completion of the transactions, a loss on disposal of $660 and $649 was recorded in the consolidated statement of profit or loss
for GasLog Sydney and GasLog Saratoga, respectively.
On January 17, 2023, GasLog Hellas-2 Special
Maritime Enterprise, the vessel-owning entity of the GasLog Athens, entered into a Memorandum of Agreement with respect to the
sale of its vessel to an unrelated third party, with the transaction expected to be completed upon redelivery of the vessel from its current
charterer. All criteria outlined by IFRS 5 Non-current Assets Held for Sale and Discontinued Operations were deemed to have been
met as of January 31, 2023. As a result, the carrying amount of the GasLog Athens ($63,783) was remeasured at the lower between
carrying amount and fair value less costs to sell, resulting in the recognition of an impairment loss of $9,333 and was reclassified as
“Vessel held for sale” (within current assets).
As of June 30, 2023, the Company concluded
that there were no events or circumstances triggering the existence of potential impairment or reversal of impairment of its remaining
vessels.
Vessels under construction
As of June 30, 2023, GasLog has the following
newbuildings on order at Daewoo Shipbuilding and Marine Engineering Co., Ltd. (“DSME”):
LNG Carrier | |
Date of agreement | |
Estimated delivery | |
Cargo Capacity (cbm) |
Hull No. 2532 | |
November 2021 | |
Q3 2024 | |
174,000 |
Hull No. 2533 | |
November 2021 | |
Q3 2024 | |
174,000 |
Hull No. 2534 | |
November 2021 | |
Q3 2025 | |
174,000 |
Hull No. 2535 | |
November 2021 | |
Q4 2025 | |
174,000 |
Vessels under construction represent scheduled
advance payments to the shipyards as well as certain capitalized expenditures.
5. Leases
On March 30, 2023, GasLog
Partner’s subsidiary, GAS-five Ltd., and GasLog’s subsidiary, GAS-nine Ltd. completed the sale and leaseback of the GasLog
Sydney and the GasLog Saratoga, respectively, with a wholly-owned subsidiary of CDBL. The vessels were sold to CDBL for net
proceeds of $278,297 and leased back under bareboat charters for a period of five years with no repurchase option or obligation. These
sale and leasebacks meet the definition of a lease under IFRS 16 Leases, resulting in the recognition of right-of-use assets of
$136,037 and corresponding lease liabilities of $111,578.
The movements in right-of-use
assets are reported in the following table:
Right-of-Use Assets |
|
Vessels |
|
Vessels’
Equipment |
|
Properties |
|
Other |
|
Total |
As of January 1, 2023 |
|
413,151 |
|
862 |
|
2,458 |
|
14 |
|
416,485 |
Additions/(write-offs), net |
|
141,426 |
|
355 |
|
(12) |
|
— |
|
141,769 |
Depreciation |
|
(41,927) |
|
(514) |
|
(438) |
|
(4) |
|
(42,883) |
As of June 30, 2023 |
|
512,650 |
|
703 |
|
2,008 |
|
10 |
|
515,371 |
An analysis of the lease liabilities is as follows:
|
|
Lease Liabilities |
|
As of January 1, 2023 |
|
336,376 |
|
Additions, net |
|
109,788 |
|
Interest expense on leases (Note 12) |
|
7,687 |
|
Payments |
|
(35,555 |
) |
As of June 30, 2023 |
|
418,296 |
|
Lease liabilities, current portion |
|
70,176 |
|
Lease liabilities, non-current portion |
|
348,120 |
|
Total |
|
418,296 |
|
6. Borrowings
An analysis of the borrowings is as follows:
| |
December 31, 2022 | | |
June 30, 2023 | |
Amounts due within one year | |
| 305,975 | | |
| 391,881 | |
Less: unamortized discount | |
| — | | |
| (92 | ) |
Less: unamortized deferred loan/bond issuance costs | |
| (10,998 | ) | |
| (9,430 | ) |
Borrowings, current portion | |
| 294,977 | | |
| 382,359 | |
Amounts due after one year | |
| 3,047,916 | | |
| 2,662,990 | |
Less: unamortized discount | |
| (2,100 | ) | |
| (1,841 | ) |
Less: unamortized deferred loan/bond issuance costs | |
| (41,049 | ) | |
| (36,016 | ) |
Borrowings, non-current portion | |
| 3,004,767 | | |
| 2,625,133 | |
Total | |
| 3,299,744 | | |
| 3,007,492 | |
Loans
The main terms of the Group’s credit facilities
in existence as of December 31, 2022, have been disclosed in the annual audited consolidated financial statements for the year ended
December 31, 2022. Refer to Note 13 “Borrowings”.
On February 7, 2023, GasLog prepaid an amount
of $77,899 with respect to the associated debt of the GasLog Chelsea pursuant to the commencement of the conversion of the vessel
to an FSRU, using the additional proceeds of $92,780 received from Gastrade at the same date. GasLog has agreed to sell the vessel following
its conversion to an FSRU. The existing loan facility of the specified vessel was terminated and the respective unamortized loan fees
of $661 written-off to the consolidated statement of profit or loss.
On March 30, 2023, the outstanding indebtedness
of GAS-five Ltd., in the amount of $87,780 was prepaid pursuant to the sale and leaseback agreement entered into with a wholly-owned subsidiary
of CDBL (refer to Note 5). The relevant advance of the loan agreement was cancelled and the respective unamortized loan fees of $229 written-off
to the consolidated statement of profit or loss. As of June 30, 2023, the amount outstanding under the credit facility of $152,461
with respect to the credit facility of up to $450,000 of GAS-four Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd. with Credit Suisse AG,
Nordea Bank Abp, filial I Norge, Iyo Bank Ltd., Singapore Branch and the Development Bank of Japan, Inc., maturing in February 2024,
was classified under current liabilities.
On March 30, 2023, the outstanding indebtedness
of GAS-nine Ltd., in the amount of $94,109 was prepaid pursuant to the sale and leaseback agreement entered into with a wholly-owned subsidiary
of CDBL (refer to Note 5). The relevant advances of the loan agreements were cancelled and the respective unamortized loan fees of $786
written-off to the consolidated statement of profit or loss.
During the six months ended June 30, 2023,
the Group drew down the amount of $82,444 to finance shipyard installments relating to the vessels under construction (Note 4) and repaid
and prepaid $114,235 in accordance with the repayment terms under its loan facilities.
The current portion of borrowings includes an amount
of $31,345 (debt less unamortized loan issuance costs) with respect to the steam turbine propulsion (“Steam”) vessel GasLog
Athens reclassified under “Vessel held for sale” as of June 30, 2023 (Note 4).
The carrying amount of the Group’s credit
facilities recognized in the unaudited condensed consolidated financial statements approximates its fair value after adjusting for the
unamortized loan/bond issuance costs.
Bonds
The main terms of the Group’s bonds have
been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2022. Refer to Note 13 “Borrowings”.
The carrying amount under the Norwegian Kroner
(“NOK”) bond maturing in 2024 (the “NOK 2024 Bonds”), net of unamortized financing costs as of June 30, 2023
is $82,973 (December 31, 2022: $90,241) while their fair value is $86,870 based on a USD/NOK exchange rate of 0.0928 as of June 30,
2023 (December 31, 2022: $93,414, based on a USD/NOK exchange rate of 0.1011).
The carrying amount under the 7.75% Notes due in
2029 (the “2029 Notes”), net of unamortized financing costs and discount as of June 30, 2023, is $307,001 (December 31,
2022: $306,432). In July 2023, GasLog prepaid an amount of $15,000 in accordance with the 2029 Notes terms. As of June 30, 2023,
the amount of $15,000 was classified under current liabilities.
The Group was in compliance with its financial
covenants as of June 30, 2023.
7. Revenues from Contracts with Customers
The Group has recognized the following amounts
relating to revenues:
| |
For the three months ended | | |
For the six months ended | |
| |
June 30, 2022 | | |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2023 | |
Revenues from long-term fleet | |
| 132,236 | | |
| 126,137 | | |
| 269,414 | | |
| 249,770 | |
Revenues from spot fleet | |
| 83,622 | | |
| 101,441 | | |
| 159,946 | | |
| 208,908 | |
Revenues from vessel management services | |
| 238 | | |
| 188 | | |
| 459 | | |
| 387 | |
Total | |
| 216,096 | | |
| 227,766 | | |
| 429,819 | | |
| 459,065 | |
Management allocates vessel revenues to two categories:
a) spot fleet and b) long-term fleet, which reflects its commercial strategy. Specifically, the spot fleet category contains all vessels
that have contracts with initial duration of up to three years. The long-term fleet category contains all vessels that have charter party
agreements with initial duration of more than three years. Both categories, exclude optional periods. Comparative figures have been retrospectively
adjusted to reflect the revised presentation using an initial duration of less than three years (instead of less than five years), disclosed
in the annual audited consolidated financial statements for the year ended December 31, 2022. Refer to Note 18 “Revenues from
Contracts with Customers”. This resulted in the reclassification of $(101) and $4,146, respectively, from Revenues from spot fleet
to Revenues from long-term fleet in the three and six months ended June 30, 2022.
8. Other Payables and Accruals
An analysis of other payables and accruals is as
follows:
| |
December 31, 2022 | | |
June 30, 2023 |
Unearned revenue | |
| 71,228 | | |
| 73,614 |
Accrued off-hire | |
| 4,490 | | |
| 6,405 |
Accrued purchases | |
| 10,662 | | |
| 12,944 |
Accrued interest | |
| 43,712 | | |
| 45,233 |
Other accruals | |
| 36,840 | | |
| 36,419 |
Total | |
| 166,932 | | |
| 174,615 |
9.
Share Capital and Preference Shares
GasLog’s authorized share capital consists
of 500,000,000 shares with a par value of $0.01 per share.
As of June 30, 2023, the share capital consisted
of 95,389,062 issued and outstanding common shares, par value $0.01 per share and 4,600,000 preference shares issued and outstanding.
Dividend distributions
GasLog’s dividend distributions for the period
ended June 30, 2023, are presented in the following table:
Declaration date | |
Type of shares | |
Dividend per share | |
Payment date | |
Amount paid |
February 22, 2023 | |
Common | |
$0.15 | |
February 24, 2023 | |
14,308 |
|
March 1, 2023 | |
Preference | |
$0.546875 | |
April 3, 2023 | |
2,516 |
|
May 10, 2023 | |
Common | |
$0.15 | |
May 12, 2023 | |
14,308 |
|
May 10, 2023 | |
Preference | |
$0.546875 | |
July 3, 2023 | |
2,516 |
|
Total | |
| |
| |
| |
33,648 |
|
In the period ended June 30, 2023, the board
of directors of the Partnership approved and declared cash distributions of $722 and of $12,935 for the common units and preference units,
respectively, held by non-controlling interests.
10. Commitments and Contingencies
(a) Commitments relating to
the vessels under construction (Note 4) as of June 30, 2023, payable to DSME were as follows:
| |
June 30, 2023 | |
Period | |
| | |
Not later than one year | |
| 82,444 | |
Later than one year and not later than three years | |
| 535,694 | |
Total | |
| 618,138 | |
(b) Commitments relating to the vessels under construction (Note
4) on June 30, 2023 payable to Seatrium ex. Keppel not later than one year were $47,113.
(c) Future
minimum lease payments receivable in relation to non-cancellable time charter agreements for vessels in operation, including vessels under
a lease (Note 5), as of June 30, 2023 are as follows (30 off-hire days are assumed when each vessel will undergo scheduled dry-docking;
in addition, early delivery of the vessels by the charterers or any exercise of the charterers’ options to extend the terms of the
charters are not accounted for):
| |
June 30, 2023 | |
Period | |
| | |
Not later than one year | |
| 662,350 | |
Later than one year and not later than two years | |
| 490,743 | |
Later than two years and not later than three years | |
| 394,097 | |
Later than three years and not later than four years | |
| 295,234 | |
Later than four years and not later than five years | |
| 222,970 | |
Later than five years | |
| 150,336 | |
Total | |
| 2,215,730 | |
Future minimum lease payments receivable disclosed
in the above table exclude the lease payments of the vessels that are under construction as of June 30, 2023 (Note 4).
Various claims, suits and complaints, including
those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes
with charterers, environmental claims, agents and insurers and from claims with suppliers relating to the operations of the Group’s
vessels. Currently, management is not aware of any such claims or contingent liabilities requiring disclosure in the unaudited condensed
consolidated financial statements.
11. Derivative Financial Instruments
The fair value of the derivative assets is as follows:
| |
December 31, 2022 | | |
June 30, 2023 | |
Derivative assets carried at fair value through profit or loss (FVTPL) | |
| | | |
| | |
Interest rate swaps | |
| 35,486 | | |
| 33,034 | |
Forward foreign exchange contracts | |
| 3,122 | | |
| 1,090 | |
Total | |
| 38,608 | | |
| 34,124 | |
Derivative financial instruments, current assets | |
| 25,383 | | |
| 23,348 | |
Derivative financial instruments, non-current assets | |
| 13,225 | | |
| 10,776 | |
Total | |
| 38,608 | | |
| 34,124 | |
The fair value of the derivative liabilities is
as follows:
| |
December 31, 2022 | | |
June 30, 2023 | |
Derivative liabilities carried at fair value through profit or loss (FVTPL) | |
| | | |
| | |
Forward foreign exchange contracts | |
| 320 | | |
| 318 | |
Derivative liabilities designated and effective as hedging instruments carried at fair value | |
| | | |
| | |
Cross-currency swaps | |
| 8,012 | | |
| 16,409 | |
Total | |
| 8,332 | | |
| 16,727 | |
Derivative financial instruments, current liability | |
| 2,834 | | |
| 3,058 | |
Derivative financial instruments, non-current liability | |
| 5,498 | | |
| 13,669 | |
Total | |
| 8,332 | | |
| 16,727 | |
Interest rate swap agreements
The Group enters into interest rate swap agreements
which convert the floating interest rate exposure into a fixed interest rate in order to hedge a portion of the Group’s exposure
to fluctuations in prevailing market interest rates. Under the interest rate swaps, the bank counterparty effects quarterly floating-rate
payments to the Group for the notional amount based on the London Interbank Offered Rate (“LIBOR”), and the Group effects
quarterly payments to the bank on the notional amounts at the respective fixed rates.
Interest rate swaps held for trading
The principal terms of the Group’s interest
rate swaps held for trading as of December 31, 2022, have been disclosed in the annual audited consolidated financial statements
for the year ended December 31, 2022. Refer to Note 26 “Derivative Financial Instruments”. During the six months ended
June 30, 2023, the Group did not enter into any new interest rate swaps held for trading. In January 2023, GAS-fifteen Ltd.
terminated the interest rate swap with National Bank of Greece S.A.
originally maturing in July 2025, with GAS-fifteen Ltd. receiving an amount of $3,706.
The Group’s interest rate swaps held for
trading were not designated as cash flow hedging instruments. The change in the fair value of the interest rate swaps held for trading
for the three and six months ended June 30, 2023 amounted to a net gain of $9,466 and a net gain of $1,253, respectively (for the
three and six months ended June 30, 2022: a net gain of $16,090 and a net gain of $61,876, respectively), which was recognized against
profit or loss in the period incurred and is included in Gain on derivatives. During the three and six months ended June 30, 2023,
the net gain of $9,466 and $1,253, respectively derived from changes in the LIBOR curve.
Cross currency swap agreements
The principal terms of the Group’s cross
currency swaps (“CCS”) designated as cash flow hedging instruments as of December 31, 2022, have been disclosed in the
annual audited consolidated financial statements for the year ended December 31, 2022. Refer to Note 26 “Derivative Financial
Instruments”. During the six months ended June 30, 2023, the Group did not enter any CCS designated as cash flow hedging instruments.
For the three and six months ended June 30,
2023, the effective portion of changes in the fair value of CCSs amounting to a loss of $2,813 and a loss of $10,001, respectively, has
been recognized in Other comprehensive income/(loss) (for the three and six months ended June 30, 2022: a loss of $12,557 and a loss
of $11,858, respectively). For the three and six months ended June 30, 2023, a loss of $898 and loss of $1,599, respectively, was
recycled to profit or loss representing the realized loss on CCSs in relation to the interest expenses component of the hedge (for the
three and six months ended June 30, 2022: a loss of $117 and gain of $2, respectively). Additionally, for the three and six months
ended June 30, 2023, a gain of $2,991 and a gain of $7,439, respectively, was recognized in Other comprehensive income/(loss) in
relation to the translation of the NOK Bonds in USD as of June 30, 2023 (for the three and six months ended June 30, 2022: a
gain of $13,412 and a gain of $11,174, respectively).
Forward foreign exchange contracts
The Group uses forward foreign exchange contracts
to mitigate foreign exchange transaction exposures in Euros (“EUR”) and Singapore dollars (“SGD”). Under these
forward foreign exchange contracts, the bank counterparty will effect fixed payments in EUR or SGD to the Group and the Group will effect
fixed payments in USD to the bank counterparty on the respective settlement dates. All forward foreign exchange contracts are considered
by management to be part of economic hedge arrangements but have not been formally designated as such.
The principal terms of the forward foreign exchange
contracts held for trading as of December 31, 2022, have been disclosed in the annual audited consolidated financial statements for
the year ended December 31, 2022. Refer to Note 26 “Derivative Financial Instruments”.
During the six months ended June 30, 2023,
the Group entered into 87 forward foreign exchange contracts, while 76 contracts expired with staggered maturities from January to
June 2023.
The Group’s forward foreign exchange contracts
were not designated as cash flow hedging instruments as of June 30, 2023. The change in the fair value of these contracts for the
three and six months ended June 30, 2023, amounted to a net loss of $1,062 and a net loss of $2,029, respectively (for the three
and six months ended June 30, 2022: a net loss of $1,668 and a net loss of $1,974, respectively), which was recognized against profit
or loss in the period incurred and is included in Gain on derivatives.
12. Financial Costs and Gain on Derivatives
An analysis of financial costs and gain on derivatives
is as follows:
| |
For the three months ended | | |
For the six months ended | |
| |
June 30, 2022 | | |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2023 | |
Amortization and write-off of deferred loan/bond issuance costs/premium and discount | |
| 3,526 | | |
| 3,085 | | |
| 8,337 | | |
| 8,028 | |
Interest expense on loans | |
| 23,469 | | |
| 46,443 | | |
| 43,232 | | |
| 94,035 | |
Interest expense on bonds and realized loss on CCSs | |
| 8,129 | | |
| 9,106 | | |
| 16,795 | | |
| 17,898 | |
Interest expense on leases | |
| 3,530 | | |
| 4,482 | | |
| 6,686 | | |
| 7,687 | |
Other financial costs, net | |
| 812 | | |
| 441 | | |
| 1,785 | | |
| 406 | |
Total financial costs | |
| 39,466 | | |
| 63,557 | | |
| 76,835 | | |
| 128,054 | |
| |
| | | |
| | | |
| | | |
| | |
Unrealized (gain)/loss on derivative financial instruments held for trading (Note 11) | |
| (14,422 | ) | |
| (8,404 | ) | |
| (59,902 | ) | |
| 776 | |
Realized loss/(gain) on interest rate swaps held for trading | |
| 4,920 | | |
| (4,962 | ) | |
| 13,096 | | |
| (9,005 | ) |
Realized loss/(gain) on forward foreign exchange contracts held for trading | |
| 1,192 | | |
| (730 | ) | |
| 1,827 | | |
| (2,238 | ) |
Ineffective portion of cash flow hedges | |
| (20 | ) | |
| (47 | ) | |
| (752 | ) | |
| (6 | ) |
Total gain on derivatives | |
| (8,330 | ) | |
| (14,143 | ) | |
| (45,731 | ) | |
| (10,473 | ) |
13. Subsequent Events
As
further discussed in Note 1, on July 7, 2023, the Partnership’s common unitholders voted to approve the previously announced
merger, with GasLog acquiring all of the outstanding common units of the Partnership not already beneficially owned by GasLog. The payment
date for the
Special Distribution was July 12, 2023, and the Transaction closed
on July 13, 2023 at the Effective Time upon the filing of the certificate of merger with the Marshall Islands Registrar of Corporations.
Holders of common units not already beneficially owned by GasLog who held their common units both on the Special Distribution record date
of July 10, 2023 (subject to the applicability of due-bill trading) and at the Effective Time received overall consideration of $8.65
per common unit. Trading in the Partnership’s common units on the NYSE was suspended on July 13, 2023, and delisting of the
common units took place on July 24, 2023.
On July 17, 2023, GasLog completed the sale
of the Steam vessel GasLog Athens, pursuant to a Memorandum of Agreement entered into on January 17, 2023 with an unrelated
third party.
On August 2, 2023, the board of directors
declared a quarterly cash dividend of $0.15 per common share, payable on August 4, 2023 to shareholders of record as of August 3,
2023.
On August 2, 2023, the board of directors
declared a dividend on the Series A Preference Shares of $0.546875 per share, payable on October 2, 2023, to holders of
record as of September 29, 2023.
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