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 February 2015.
Commission File Number 001-35466
GasLog Ltd.
(Translation of registrant’s name
into English)
c/o GasLog Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
MC 98000, Monaco
(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 o
| 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 February 27, 2015 relating to its results for the fourth quarter of 2014 is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
EXHIBIT LIST
| Exhibit |
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Description |
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| 99.1 |
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Press Release dated February 27, 2015 |
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 February 27, 2015 |
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GASLOG LTD., |
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by |
/s/
Paul Wogan |
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Name: |
Paul Wogan |
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Title: |
Chief Executive Officer |
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Exhibit 99.1
Press Release
GasLog Ltd. Reports Financial Results
for the Quarter Ended December 31, 2014
Monaco, February 27, 2015, GasLog Ltd. and its subsidiaries
(“GasLog” or “Group” or “Company”) (NYSE: GLOG), an international owner, operator and
manager of liquefied natural gas (“LNG”) carriers, today reported its unaudited financial results for the quarter
ended December 31, 2014.
Highlights
| • |
Agreement to acquire two additional LNG carriers from a
subsidiary of BG Group plc (“BG Group”) for $460.0 million that will be chartered back to the same subsidiary
of BG Group with average charters of 10 years, adding $590 million to our contracted revenue. (1) |
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| • |
16% increase in quarterly distribution from GasLog Partners LP (“GasLog
Partners”) which exceeds the first Incentive Distribution Right (“IDR”) threshold, resulting in higher
quarterly distributions to GasLog by $0.6 million. |
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| • |
Earnings per share (“EPS”) of $0.11 (Q4 2013: $0.34), EBITDA(2)
of $68.1 million (Q4 2013: $39.9 million) and Profit of $9.9 million (Q4 2013: $21.4 million) for the quarter ended
December 31, 2014. |
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| • |
Adjusted EPS(2) of $0.28 (Q4 2013: $0.28), Adjusted EBITDA(2)
of $67.5 million (Q4 2013: $39.7 million) and Adjusted Profit(2) of $24.0 million (Q4 2013: $17.4 million)
for the quarter ended December 31, 2014. |
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| • |
Launched ‘GasLog 40:17’ Vision(3) at our
Capital Markets Day on December 2, 2014. |
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Quarterly dividend of $0.14 per common share payable on March 13, 2015. |
(1) Contracted revenue calculations assume: (a)
365 revenue days per annum, with 30 off-hire days when the ship undergoes scheduled drydocking; (b) the two LNG carriers agreed
to be acquired are delivered on schedule; and (c) no charterers’ exercise of any option to extend the terms of charters.
(2) EBITDA, Adjusted EBITDA, Adjusted Profit and
Adjusted EPS are non-GAAP financial measures, and should not be used in isolation or as a substitute for GasLog’s financial
results presented in accordance with International Financial Reporting Standards (“IFRS”). For definitions and reconciliations
of these measurements to the most directly comparable financial measures calculated and presented in accordance with IFRS, please
refer to Exhibit II of this press release.
(3) Future acquisitions of vessels are subject to
various risks and uncertainties that include, but are not limited to, general LNG and LNG shipping market conditions and trends;
our ability to enter into shipbuilding contracts for newbuildings and our expectations about the availability of existing LNG
carriers to purchase, as well as our ability to consummate any such acquisitions; our future financial condition and liquidity;
our ability to obtain financing to fund acquisitions, banks’ ability to fund their financial commitments; and our ability
to meet our obligations under our credit facilities.
CEO Statement
Paul Wogan, Chief Executive Officer, stated “We continued
to execute well on our business plan in what proved to be an active fourth quarter for GasLog. We launched the ‘GasLog 40:17’
Vision at our Capital Markets Day in December, which sets out our ambition to increase the consolidated fleet to 40 vessels by
the end of 2017. Through adding vessels with attractive, long-term contracts with strong counterparties, our aim is to continue
to add to our $3.2 billion(1) of contracted revenue.
The fourth quarter saw a fall in the oil price which
negatively impacted the global energy sector. However, even against this volatile backdrop, we immediately made progress in
realizing this ‘GasLog 40:17’ Vision by contracting to acquire two 170,000 cbm tri-fuel diesel
electric (“TFDE”) vessels from a subsidiary of BG Group with average charters of 10 years. This transaction,
announced on December 22, 2014, is expected to close by the end of March 2015 and will increase the consolidated fleet to
27.25 vessels. We look forward to continuing this progress in 2015.
2014 was a transformational year for GasLog that saw the Company
executing significant fleet growth through a combination of newbuilding orders and acquisitions. We also broadened our access
to the capital markets through two GasLog equity raises, the GasLog Partners initial public offering (“IPO”) and a
further NOK bond issue. We expect that even in the prevailing lower oil-price environment, 2015 will see significant new LNG liquefaction
projects coming online and GasLog will continue to use its operational and financial platform to take advantage of further attractive
opportunities in the market.”
(1)Includes the two vessel acquisition announced
on December 22, 2014, which is expected to close by the end of March 2015.
Dividend Declaration
On February 26, 2015, the board of directors declared a quarterly
cash dividend of $0.14 per common share payable on March 13, 2015 to shareholders of record as of March 10, 2015.
Pending Vessels Acquisition
On December 22, 2014, GasLog entered into an agreement with
a subsidiary of BG Group to acquire two LNG carriers, the Methane Becki Anne and the Methane Julia Louise, for a
purchase price of $460.0 million (the “Pending Vessels Acquisition”). The vessels will be chartered back to the same
subsidiary of BG Group for periods of nine and eleven years with further options for the charterer to extend the term of the time
charter for each vessel by either three or five years. GasLog supervised the construction of the vessels and has technically managed
both vessels since their delivery to a subsidiary of BG Group in 2010. They have TFDE propulsion and on-board reliquefaction plants,
which enable the vessels to operate on gas at a wider range of speeds more efficiently. The closing of the transaction is subject
to the satisfaction of certain conditions, including the completion of definitive documentation. GasLog expects the transaction
to close in the end of March 2015. Under the omnibus agreement with GasLog Partners, we will be required, within 30 days following
the closing of the Pending Vessels Acquisition, to offer GasLog Partners the opportunity to purchase the vessels at the acquisition
cost plus certain administrative costs. Under that provision, GasLog Partners would be required to accept or reject our offer
within an additional 30 days. We and GasLog Partners are discussing possible alternative arrangements under which GasLog Partners
may have a significantly longer period to elect to acquire the vessels at fair market value. There can be no assurance that we
and GasLog Partners will agree to any such alternative arrangements or that GasLog Partners will ultimately acquire the vessels.
Increase in GasLog Partners’ Distribution
On January 28, 2015, the Board of Directors of GasLog Partners
approved a quarterly distribution of $0.4345, an increase of approximately 16% above the existing minimum quarterly distribution.
This increase in distribution exceeds the first IDR threshold, resulting in higher quarterly distributions to GasLog by $0.6 million.
Delivery of GasLog Saratoga
On December 16, 2014, GasLog took delivery of the GasLog
Saratoga, an LNG carrier of 155,000 cubic meters capacity with TFDE propulsion constructed by Samsung Heavy Industries Co.
Ltd. The vessel was immediately put on a short-term contract with a subsidiary of BG Group.
Financing Update
On October 23, 2014, GasLog received a waiver letter from DNB
Bank ASA, acting as agent of the loan facility of GAS-eight Ltd., GAS-nine Ltd. and GAS-ten Ltd., relating to the fact that GAS-nine
Ltd. and GAS-ten Ltd. had not secured relevant long-term charter parties as required by the loan facility. The waiver permits
the drawdown of the relevant tranches notwithstanding that the vessels do not have long-term charter arrangements. Subsequent
to the waiver letter, on December 2, 2014, a supplemental deed was signed with the lenders that, among other amendments to the
principal agreement, required that an aggregate amount of $21.0 million per vessel be maintained in blocked accounts until the
time that an acceptable charter party agreement has been entered into after the delivery date of the respective vessels. As
of December 31, 2014, the GAS-nine Ltd. advance has been drawn and the $21.0 million related to GAS-nine Ltd. has been deposited
in a blocked account which is presented under restricted cash.
On November 12, 2014, GasLog Partners entered into a loan agreement
with Citibank N.A. London Branch for a credit facility of up to $450.0 million for the purpose of refinancing in full GasLog Partners’
outstanding debt facilities. The refinancing replaced all of GasLog Partners’ existing facilities, simplified GasLog Partners’
funding arrangements with a single facility, extended maturity to 2019 and extended the amortization period of the debt to better
match the useful life of GasLog Partners’ assets.
On November 12, 2014, in connection with the aforementioned
refinancing, GasLog Partners terminated its existing swap agreements having a notional amount of $214.7 million by paying their
fair value on that date of $2.6 million plus accrued interest of $0.4 million.
On November 14, 2014, GasLog signed an amendment to its NOK
bond agreement to revise the covenants to reflect GasLog’s growth and the anticipated growth of GasLog Partners. Under the
amended agreement, (a) GasLog is permitted to make distributions (including any authorized share buybacks) up to an aggregate
maximum per share for the years 2014, 2015, 2016, 2017 and 2018 of $0.70/share, $1.00/share, $1.10/share, $1.20/share and $1.30/share,
respectively, provided that total indebtedness divided by total capitalization (giving pro forma effect for the distribution)
does not exceed 67.5%, the ratio of EBITDA over debt service obligations on a trailing 12 months’ basis is no less than
115.0% and no event of default would result from such distribution, (b) the amount of debt or committed debt availability that
GasLog provides to GasLog Partners cannot exceed $75.0 million, and (c) GasLog agreed to pay a one-time fee of 1.0% of the face
value of the Bond.
In December 2014, GasLog obtained commitments from DNB Bank
ASA for a $325.0 million secured credit facility and a $135.0 million subordinated two-year loan facility at rates in line with
recent GasLog financings in order to finance the Pending Vessels Acquisition.
Financial Summary
| In millions of U.S. dollars except per share data | |
For the three months ended | | |
For the year ended | |
| | |
December 31,
2013 | | |
December 31,
2014 | | |
December 31,
2013 | | |
December 31,
2014 | |
| EBITDA(1) | |
$ | 39.9 | | |
$ | 68.1 | | |
$ | 102.2 | | |
$ | 217.6 | |
| Adjusted EBITDA(1) | |
$ | 39.7 | | |
$ | 67.5 | | |
$ | 101.6 | | |
$ | 217.2 | |
| Profit | |
$ | 21.4 | | |
$ | 9.9 | | |
$ | 56.9 | | |
$ | 50.8 | |
| Adjusted Profit(1) | |
$ | 17.4 | | |
$ | 24.0 | | |
$ | 39.7 | | |
$ | 73.9 | |
| EPS | |
$ | 0.34 | | |
$ | 0.11 | | |
$ | 0.91 | | |
$ | 0.54 | |
| Adjusted EPS(1) | |
$ | 0.28 | | |
$ | 0.28 | | |
$ | 0.63 | | |
$ | 0.83 | |
There were 638 and 1,808 operating days for the quarter and
the year ended December 31, 2013, respectively, as compared to 1,356 and 4,392
operating days for the quarter and the year ended December
31, 2014, respectively. The increase in operating days resulted from the new vessel deliveries and on-the-water vessel acquisitions
over the period.
Profit was $9.9 million and $50.8 million
for the quarter and the year ended December 31, 2014, respectively ($21.4 million and $56.9 million for the quarter and the year
ended December 31, 2013, respectively). The decrease in Profit was affected by the non-cash write-off of unamortized loan fees
of $5.8 million and $9.0 million for the quarter and the year ended December 31, 2014, respectively, related to the refinancing
of the GasLog Partners’ loan facilities, as well as an increase of non-cash loss on swaps by $12.8 million and $31.7 million
for the quarter and the year ended December 31, 2014, respectively.
Adjusted Profit(1) was $24.0 million and $73.9 million
for the quarter and the year ended December 31, 2014, respectively ($17.4 million and $39.7 million for the quarter and the year
ended December 31, 2013, respectively). The increase in Adjusted Profit was mainly attributable to the significant growth in our
fleet in 2014.
EBITDA(1) was $68.1 million
and $217.6 million for the quarter and the year ended December 31, 2014, respectively ($39.9 million and $102.2 million for the
quarter and the year ended December 31, 2013, respectively). The increase in EBITDA was attributable to the increase in revenues
from the increased fleet, partially offset by the increase in vessel operating and supervision costs associated with our increased
fleet and the increase in general and administrative expenses.
Adjusted EBITDA(1) was $67.5
million and $217.2 million for the quarter and the year ended December 31, 2014, respectively ($39.7 million and $101.6 million
for the quarter and the year ended December 31, 2013, respectively).
EPS was $0.11 and $0.54 for the quarter
and the year ended December 31, 2014, respectively ($0.34 and $0.91 for the quarter and the year ended December 31, 2013, respectively).
The decrease in EPS is attributable to the decrease in Profit and the increase in the weighted average number of shares following
the equity offerings and the private placement completed in the first half of 2014.
Adjusted EPS(1) was $0.28 and
$0.83 for the quarter and the year ended December 31, 2014, respectively ($0.28 and $0.63 for the quarter and the year ended December
31, 2013, respectively). The increase in Adjusted EPS was attributable to the increase in Adjusted Profit, partially offset by
the increase in the weighted average number of shares following the equity offerings and the private placement completed in the
first half of 2014.
(1) EBITDA, Adjusted EBITDA, Adjusted Profit and
Adjusted EPS are non-GAAP financial measures, and should not be used in isolation or as a substitute for GasLog’s financial
results presented in accordance with IFRS. For definitions and reconciliations of these measurements 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.
Revenues were $99.0 million and $328.7 million for the quarter
and the year ended December 31, 2014, respectively ($59.3 million and $157.2 million for the quarter and the year ended December
31, 2013, respectively).
Vessel operating and supervision costs were $21.5 million and
$78.5 million for the quarter and the year ended December 31, 2014, respectively ($14.2 million and $34.9 million for the quarter
and the year ended December 31, 2013, respectively).
Depreciation of fixed assets was $22.2 million and $70.7 million
for the quarter and the year ended December 31, 2014, respectively ($10.3 million and $29.3 million for the quarter and the year
ended December 31, 2013, respectively).
The increase in revenues, vessels operating and supervision
costs and depreciation of fixed assets was mainly attributable to the increase in operating days from an increased fleet discussed
above.
General and administrative expenses were $9.6 million and $34.2
million for the quarter and the year ended December 31, 2014, respectively ($5.7 million and $21.6 million for the quarter and
the year ended December 31, 2013, respectively). The increase was mainly attributable to the increase in personnel expenses related
to the growth of the Group, the increase in legal and professional fees, such as audit and other professional services, the increase
in non-cash stock based compensation expense, the increase in travel and accommodation expenses related to the Group’s expansion
in London and New York and the increase in costs attributable to GasLog Partners’ IPO and on-going listing obligations.
Financial costs were $24.5 million
and $71.6 million for the quarter and the year ended December 31, 2014, respectively ($10.5 million and $27.9 million for the
quarter and the year ended December 31, 2013, respectively). In financial costs for the quarter and the year ended December 31,
2014, there is an amount of $5.8 million and $9.0 million, respectively, representing the write-off of the unamortized deferred
loan issuance costs in connection with the repayment of GasLog Partners’ existing facilities. An analysis of financial
costs is as follows:
| (All amounts expressed in thousands of U.S. dollars) | |
For the three months ended | | |
For the year ended | |
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December 31,
2013 | | |
December 31,
2014 | | |
December 31,
2013 | | |
December 31,
2014 | |
| Financial costs | |
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| Amortization and write-off
of deferred loan issuance costs | |
$ | 1,138 | | |
$ | 7,650 | | |
$ | 3,620 | | |
$ | 15,362 | |
| Interest expense on loans and cash
flow hedges | |
| 7,650 | | |
| 12,513 | | |
| 20,415 | | |
| 43,743 | |
| Interest expense on bond and cross
currency swaps | |
| 1,576 | | |
| 2,856 | | |
| 3,204 | | |
| 9,533 | |
| Other financial
costs, net | |
| 105 | | |
| 1,472 | | |
| 612 | | |
| 2,941 | |
| Total financial
costs | |
$ | 10,469 | | |
$ | 24,491 | | |
$ | 27,851 | | |
$ | 71,579 | |
Loss on swaps was $11.5 million and $24.8 million for the quarter
and the year ended December 31, 2014, respectively (gain of $2.3 million and
$11.5 million for the quarter and the year ended December 31,
2013, respectively). An analysis of (gain)/loss on swaps is as follows:
| (All amounts expressed in thousands of U.S. dollars) | |
For the three months ended | | |
For the year ended | |
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December 31,
2013 | | |
December 31,
2014 | | |
December 31,
2013 | | |
December 31,
2014 | |
| (Gain)/loss on swaps | |
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| Realized loss on interest
rate swaps held for trading | |
$ | 1,629 | | |
$ | 2,657 | | |
$ | 5,729 | | |
$ | 10,310 | |
| Unrealized (gain)/loss on interest
rate swaps held for trading | |
| (4,259 | ) | |
| 5,625 | | |
| (19,829 | ) | |
| 7,873 | |
| Loss at inception | |
| 1 | | |
| — | | |
| 318 | | |
| — | |
| Recycled loss of cash flow hedges
reclassified to profit or loss | |
| 335 | | |
| 3,401 | | |
| 2,293 | | |
| 6,641 | |
| Ineffective portion
on cash flow hedges | |
| — | | |
| (188 | ) | |
| (9 | ) | |
| (37 | ) |
| Total (gain)/loss
on swaps | |
$ | (2,294 | ) | |
$ | 11,495 | | |
$ | (11,498 | ) | |
$ | 24,787 | |
Contracted Charter Revenues(1)
GasLog’s contracted charter
revenues are estimated to increase from $321.0 million for the fiscal year 2014 to $423.6 million for the fiscal year 2017, based
on contracts in effect as of December 31, 2014 for the ten LNG carriers delivered to us in through December 31, 2014; the six
LNG carriers acquired from a subsidiary of BG Group in April 2014 and June 2014; and the four LNG carriers on order for which
we have secured time charters, but does not include any extension options. The total future firm contracted revenue stands at
$2.6 billion. These amounts include the five vessels now owned by GasLog Partners but excludes the recently announced vessels
acquisitions of the Methane Becki Anne and the Methane Julia Louise from BG Group,
which if included would add a further $590 million of contracted revenue.
(1) Contracted revenue calculations assume: (a)
365 revenue days per annum, with 30 off-hire days when the ship undergoes scheduled drydocking; (b) all LNG carriers on order
are delivered on schedule; and (c) no exercise of any option to extend the term of charters.
Liquidity and Capital Resources
As of December 31, 2014, GasLog had $212.0 million of cash
and cash equivalents, of which $117.3 million was held in time deposits and the remaining balance in current accounts. Moreover,
as of December 31, 2014, GasLog had $28.1 million held in time deposits with an initial duration of more than three months but
less than a year that have been classified as short-term investments. As of December 31, 2014, GasLog had $22.8 million in restricted
cash in relation to cash held in blocked accounts in order to comply with the covenants under two of its credit facilities.
As of December 31, 2014, GasLog had an aggregate of $1.8 billion
of indebtedness outstanding under nine credit facilities, of which $121.8 million is repayable within one year, including $42.2
million under the revolving credit facility. As of December 31, 2014, GasLog had $134.7 million outstanding under the NOK bond
agreement that is payable in June 2018.
As of December 31, 2014, GasLog’s commitments for capital
expenditures are related to the nine LNG carriers on order, which have a gross aggregate contract price of approximately $1.8
billion. As of December 31, 2014, the total remaining balance of the contract prices of the nine newbuildings was $1.7 billion
that will be funded with cash balances, cash from operations, existing undrawn debt and other financings we may enter into. The
contract price for the two vessels under the Pending Vessels Acquisition is $460.0 million, which is expected to be funded by
the two commitments described in the Financing Update section.
GasLog has hedged 53.9% of its expected floating interest rate
exposure at a weighted average interest rate of approximately 4.6% (including margin) as of December 31, 2014. GasLog expects
the total percentage of debt hedged to increase as it looks to hedge the recently completed $450.0 million GasLog Partners credit
facility.
Fleet Update
As of December 31, 2014 GasLog has seven newbuildings on order
at Samsung Heavy Industries Co. Ltd. and two newbuildings on order at Hyundai Heavy Industries Co. Ltd. Our vessels presently
under construction are on schedule and within budget. The expected delivery dates are as follows:
| Hulls |
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Delivery
date |
| Hull
No. 2044 |
|
Q2
2015 |
| Hull
No. 2072 |
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Q1
2016 |
| Hull
No. 2073 |
|
Q2
2016 |
| Hull
No. 2102 |
|
Q3
2016 |
| Hull
No. 2103 |
|
Q4
2016 |
| Hull
No. 2130 |
|
Q2
2017 |
| Hull
No. 2131 |
|
Q3
2017 |
| Hull
No. 2800 |
|
Q3
2017 |
| Hull
No. 2801 |
|
Q4
2017 |
LNG Market Update and Outlook
There were a number of important developments during the fourth
quarter of 2014, particularly in the United States, highlighting North America’s increasing prominence in the LNG production
industry. The first two trains of the 13.2 million tons per annum (“mtpa”) Freeport project commenced construction
as did the 5.9mtpa Cove Point project. At the end of the quarter, Cheniere’s 13.5mtpa Corpus Christi project became the
fifth U.S. project to receive Federal Energy Regulatory Commission (“FERC”) approval and we believe this project will
take final investment decision (“FID”) in the first half of 2015, having secured the financing commitments in December
2014. The project has also sold all of the volumes from its first two trains (over 8mtpa of total projected volumes) on long-term
supply agreements.
In the fourth quarter of 2014, the
first project in a wave of new LNG projects in Australia commenced production. BG’s
Curtis project (4.25mtpa from Train 1) loaded its first cargo on schedule. The cargo was loaded onto the Methane Rita Andrea,
one of the vessels GasLog acquired from BG earlier in 2014, which was then sold to GasLog Partners in September 2014. In 2015,
we expect Gladstone (7.8mtpa), Gorgon (15.6mtpa) and Australia Pacific (9mtpa) to continue this momentum, leading to a significant
increase in the global requirement for LNG carriers.
There is currently 123.7mtpa of new LNG production capacity
under construction supporting our expectation that the medium to long-term outlook for LNG shipping is extremely positive. During
the fourth quarter, the pick-up in activity in the shorter term market seen in the third quarter of 2014 was sustained, leading
to a year on year increase in the total number of spot market fixtures for the quarter of 126%. The increase in liquidity is an
encouraging development for LNG shipping and could lead to more opportunities for GasLog. We are seeing some weakness in the current
spot market as a number of uncontracted newbuilds deliver into the market. GasLog currently has all of its ships on either long-term
or spot charters with the most recent delivery, the GasLog Saratoga, on a short term spot cargo with a subsidiary of BG
Group that commenced in January 2015. The GasLog Chelsea contract with PNG LNG was extended during the quarter for
a second time at the same rate and we now expect this vessel to come off contract in May 2015. Including the recently announced
Pending Vessels Acquisition, the consolidated fleet currently consists of 18 vessels on the water, with 14 of those vessels on
contracts with subsidiaries of BG Group and Royal Dutch Shell plc (“Shell”).
GasLog’s strategy is to have its fleet largely contracted
to high credit quality counterparties, whilst at the same time having a small number of vessels open to the spot market. Looking
ahead, we anticipate significant opportunities to capture upside in the market in the coming years, particularly as we expect
the ramp up of new liquefaction capacity around the world to outstrip the number of ships currently on order. Through the delivery
of our newbuilding program and the potential to add further on-the-water vessels, we believe GasLog is very well placed to take
advantage of the continuing growth in the LNG industry.
Conference Call
GasLog will host a conference call to discuss its results for
the fourth quarter 2014 at 8:30 a.m. ET (1:30 p.m. London Time) on Friday, February 27, 2015. Paul Wogan, Chief Executive Officer
and Simon Crowe, Chief Financial Officer, will review the Company’s operational and financial performance for the period.
Management’s presentation will be followed by a Q&A session.
The dial-in numbers for the conference call are as follows:
+ 1 212 444 0412 (New York, NY)
+ 44 (0) 20 3427 1901 (London, UK)
+ 33 (0) 1 76 77 22 24 (Paris, France)
Passcode for the call is 6308659
A live webcast of the conference call will also be available
on the investor relations page of the Company’s website at http://www.gaslogltd.com/investor-relations.
The press release announcing GasLog’s fourth quarter 2014 results will also be available on this section of the
website.
About GasLog Ltd.
GasLog is an international owner, operator and manager of LNG
carriers. GasLog’s fully-owned fleet includes 20 LNG carriers (including 11 ships in operation and 9 LNG carriers on order
and excluding the 2 vessels to be acquired under the Pending Vessels Acquisition) and GasLog has 6 LNG carriers operating under
its technical management for third parties. GasLog Partners LP, a master limited partnership formed by GasLog, owns a further
five LNG carriers. GasLog’s principal executive offices are at Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco. GasLog’s
website is http://www.gaslogltd.com.
Forward Looking Statements
This press release contains “forward-looking statements”
as defined in the Private Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on these forward-looking
statements. All statements, other than statements of historical facts, that address activities, events or developments that the
Company expects, projects, believes or anticipates will or may occur in the future, including, without limitation, future operating
or financial results and future revenues and expenses, future, pending or recent acquisitions (including the ‘GasLog 40:17’
Vision), general market conditions and shipping industry trends, the financial condition and liquidity of the Company, cash available
for dividend payments, future capital expenditures and drydocking costs and newbuild vessels and expected delivery dates, are
forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections.
Risks and uncertainties include, but are not limited to, general LNG and LNG shipping market conditions and trends, including
charter rates, ship values, factors affecting supply and demand of LNG and LNG shipping, technological advancements and opportunities
for the profitable operation of LNG carriers; our ability to enter into time charters with our existing customers as well as new
customers; our contracted charter revenue; our customers’ performance of their obligations under our time charters and other
contracts; the effect of volatile economic conditions and the differing pace of economic recovery in different regions of the world; future operating or financial results and future revenues
and expenses; our future financial condition and liquidity; our ability to obtain financing to fund capital expenditures, acquisitions
and other corporate activities, funding by banks of their financial commitments, and our ability to meet our obligations under
our credit facilities; future, pending or recent acquisitions of ships or other assets, business strategy, areas of possible expansion
and expected capital spending or operating expenses; our expectations relating to dividend payments and our ability to make such
payments; our ability to enter into shipbuilding contracts for newbuildings and our expectations about the availability of existing
LNG carriers to purchase, as well as our ability to consummate any such acquisitions; our expectations about the time that it
may take to construct and deliver newbuildings and the useful lives of our ships; number of off-hire days, drydocking requirements
and insurance costs; our anticipated general and administrative expenses; fluctuations in currencies and interest rates; our ability
to maintain long-term relationships with major energy companies; expiration dates and extensions of charters; our ability to maximize
the use of our ships, including the re-employment or disposal of ships no longer under time charter commitments; environmental
and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities; requirements
imposed by classification societies; risks inherent in ship operation, including the discharge of pollutants; availability of
skilled labor, ship crews and management; potential disruption of shipping routes due to accidents, political events, piracy or
acts by terrorists; and potential liability from future litigation. A further list and description of these risks, uncertainties
and other factors can be found in our Annual Report filed with the SEC on March 27, 2014. Copies of the Annual Report, as well
as subsequent filings, are available online at www.sec.gov or on request from us. We do not undertake to update any forward-looking
statements as a result of new information or future events or developments except as may be required by law.
Contacts:
Simon Crowe (CFO, GasLog, Monaco)
Phone: +377 9797 5115
Jamie Buckland (GasLog, Monaco)
Phone: +44 203 388 3116
EXHIBIT I - Unaudited Interim Financial Information
Unaudited condensed consolidated statements of financial
position
As of December 31, 2013 and December 31, 2014
(Amounts expressed in thousands of U.S. Dollars)
| | |
December 31,
2013 |
| |
December 31,
2014 |
|
| Assets | |
| | | |
| | |
| Non-current assets | |
| | | |
| | |
| Goodwill | |
| 9,511 | | |
| 9,511 | |
| Investment in associate | |
| 6,326 | | |
| 6,603 | |
| Deferred financing costs | |
| 12,793 | | |
| 6,120 | |
| Other non-current assets | |
| 2,659 | | |
| 5,785 | |
| Derivative financial instruments | |
| 9,145 | | |
| 1,174 | |
| Tangible fixed assets | |
| 1,529,720 | | |
| 2,809,517 | |
| Vessels under construction | |
| 120,295 | | |
| 142,776 | |
| Total non-current assets | |
| 1,690,449 | | |
| 2,981,486 | |
| Current assets | |
| | | |
| | |
| Trade and other receivables | |
| 7,257 | | |
| 14,317 | |
| Dividends receivable and due from related parties | |
| 2,476 | | |
| 1,869 | |
| Inventories | |
| 5,936 | | |
| 4,953 | |
| Prepayments and other current assets | |
| 2,263 | | |
| 4,443 | |
| Short-term investments | |
| 4,500 | | |
| 28,103 | |
| Restricted cash | |
| — | | |
| 22,826 | |
| Cash and cash equivalents | |
| 103,798 | | |
| 211,974 | |
| Total current assets | |
| 126,230 | | |
| 288,485 | |
| Total assets | |
| 1,816,679 | | |
| 3,269,971 | |
| Equity and liabilities | |
| | | |
| | |
| Equity | |
| | | |
| | |
| Share capital | |
| 629 | | |
| 810 | |
| Contributed surplus | |
| 614,964 | | |
| 923,470 | |
| Reserves | |
| (3,428 | ) | |
| (12,002 | ) |
| Treasury shares | |
| — | | |
| (12,576 | ) |
| Retained earnings | |
| 27,368 | | |
| 29,689 | |
| Equity attributable to owners of the Group | |
| 639,533 | | |
| 929,391 | |
| Non-controlling interest | |
| — | | |
| 323,646 | |
| Total equity | |
| 639,533 | | |
| 1,253,037 | |
| Current liabilities | |
| | | |
| | |
| Trade accounts payable | |
| 5,735 | | |
| 9,668 | |
| Ship management creditors | |
| 8,148 | | |
| 1,285 | |
| Amounts due to related parties | |
| 123 | | |
| 181 | |
| Derivative financial instruments | |
| 14,235 | | |
| 16,149 | |
| Other payables and accruals | |
| 30,272 | | |
| 57,647 | |
| Borrowings—current portion | |
| 100,320 | | |
| 116,431 | |
| Total current liabilities | |
| 158,833 | | |
| 201,361 | |
| Non-current liabilities | |
| | | |
| | |
| Derivative financial instruments | |
| 2,918 | | |
| 35,751 | |
| Borrowings—non-current portion | |
| 1,014,754 | | |
| 1,778,845 | |
| Other non-current liabilities | |
| 641 | | |
| 977 | |
| Total non-current liabilities | |
| 1,018,313 | | |
| 1,815,573 | |
| Total equity and liabilities | |
| 1,816,679 | | |
| 3,269,971 | |
Unaudited condensed consolidated statements of profit or
loss
For the three months and the years ended December 31, 2013
and 2014
(Amounts expressed in thousands of U.S. Dollars, except
per share data)
| | |
For the three months ended | |
For the year ended |
| | |
December 31,
2013 |
| |
December 31,
2014 |
| |
December 31,
2013 |
| |
December 31,
2014 |
|
| Revenues | |
| 59,338 | | |
| 98,961 | | |
| 157,240 | | |
| 328,679 | |
| Vessel operating and supervision costs | |
| (14,182 | ) | |
| (21,500 | ) | |
| (34,919 | ) | |
| (78,470 | ) |
| Depreciation of fixed assets | |
| (10,305 | ) | |
| (22,232 | ) | |
| (29,322 | ) | |
| (70,695 | ) |
| General and administrative expenses | |
| (5,667 | ) | |
| (9,608 | ) | |
| (21,598 | ) | |
| (34,154 | ) |
| Profit from operations | |
| 29,184 | | |
| 45,621 | | |
| 71,401 | | |
| 145,360 | |
| Financial costs | |
| (10,469 | ) | |
| (24,491 | ) | |
| (27,851 | ) | |
| (71,579 | ) |
| Financial income | |
| 60 | | |
| 62 | | |
| 411 | | |
| 274 | |
| Gain/(loss) on swaps | |
| 2,294 | | |
| (11,495 | ) | |
| 11,498 | | |
| (24,787 | ) |
| Share of profit of associate | |
| 376 | | |
| 251 | | |
| 1,470 | | |
| 1,497 | |
| Total other expenses, net | |
| (7,739 | ) | |
| (35,673 | ) | |
| (14,472 | ) | |
| (94,595 | ) |
| Profit for the period | |
| 21,445 | | |
| 9,948 | | |
| 56,929 | | |
| 50,765 | |
| Attributable to: | |
| | | |
| | | |
| | | |
| | |
| Owners of the Group | |
| 21,445 | | |
| 8,837 | | |
| 56,929 | | |
| 42,161 | |
| Non-controlling interest | |
| — | | |
| 1,111 | | |
| — | | |
| 8,604 | |
| | |
| 21,445 | | |
| 9,948 | | |
| 56,929 | | |
| 50,765 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings per share – basic and diluted | |
| 0.34 | | |
| 0.11 | | |
| 0.91 | | |
| 0.54 | |
Unaudited condensed consolidated statements of cash flows
For the year ended December 31, 2013 and 2014
(Amounts expressed in thousands of U.S. Dollars)
| | |
For the year ended |
|
| | |
December 31,
2013 |
| |
December 31,
2014 |
|
| Cash flows from
operating activities: | |
| | | |
| | |
| Profit
for the year | |
| 56,929 | | |
| 50,765 | |
| Adjustments for: | |
| | | |
| | |
| Depreciation of fixed
assets | |
| 29,322 | | |
| 70,695 | |
| Share of profit of associate | |
| (1,470 | ) | |
| (1,497 | ) |
| Financial income | |
| (411 | ) | |
| (274 | ) |
| Financial costs | |
| 27,851 | | |
| 71,579 | |
| Unrealized foreign
exchange (gains)/losses on cash and cash equivalents and short-term investments | |
| (1,013 | ) | |
| 218 | |
| Unrealized (gain)/loss
on interest rate swaps held for trading including ineffective portion of cash flow hedges and loss at inception | |
| (19,520 | ) | |
| 7,836 | |
| Recycled loss of cash
flow hedges reclassified to profit or loss | |
| 2,293 | | |
| 6,641 | |
| Non-cash defined benefit
obligations | |
| 81 | | |
| (202 | ) |
| Non-cash
employee benefits | |
| 493 | | |
| 1,856 | |
| | |
| 94,555 | | |
| 207,617 | |
| Movements
in working capital | |
| 13,781 | | |
| 4,682 | |
| Cash provided by operations | |
| 108,336 | | |
| 212,299 | |
| Interest
paid, net of amount capitalized | |
| (21,591 | ) | |
| (64,011 | ) |
| Net
cash from operating activities | |
| 86,745 | | |
| 148,288 | |
| Cash flows from
investing activities: | |
| | | |
| | |
| Dividends received
from associate | |
| 1,640 | | |
| 970 | |
| Payments for tangible
fixed assets and vessels under construction | |
| (1,038,153 | ) | |
| (1,364,283 | ) |
| Return of contributed
capital from associate | |
| 360 | | |
| — | |
| Purchase of short-term investments | |
| (44,969 | ) | |
| (89,823 | ) |
| Maturity of short-term investments | |
| 145,047 | | |
| 66,220 | |
| Financial
income received | |
| 559 | | |
| 260 | |
| Net
cash used in investing activities | |
| (935,516 | ) | |
| (1,386,656 | ) |
| Cash flows from
financing activities: | |
| | | |
| | |
| Proceeds from bank
loans and bonds | |
| 1,026,200 | | |
| 1,480,473 | |
| Bank loan repayments | |
| (142,649 | ) | |
| (656,944 | ) |
| Payment of loan issuance
costs | |
| (14,782 | ) | |
| (22,501 | ) |
| Payment of equity raising
costs | |
| — | | |
| (4,679 | ) |
| Proceeds from public
offerings and private placement (net of underwriting discounts and commissions) | |
| — | | |
| 310,240 | |
| Increase in restricted
cash | |
| — | | |
| (22,826 | ) |
| Proceeds from GasLog
Partners’public offering and issuance of general partners units (net of underwriting discounts and commissions) | |
| — | | |
| 323,087 | |
| Purchase of treasury shares | |
| — | | |
| (13,221 | ) |
| Proceeds from reissuance
of treasury shares | |
| | | |
| 273 | |
| Dividends
paid | |
| (28,288 | ) | |
| (47,140 | ) |
| Net
cash from financing activities | |
| 840,481 | | |
| 1,346,762 | |
| Effects of exchange
rate changes on cash and cash equivalents | |
| 1,110 | | |
| (218 | ) |
| (Decrease)/increase in cash and cash equivalents | |
| (7,180 | ) | |
| 108,176 | |
| Cash
and cash equivalents, beginning of the year | |
| 110,978 | | |
| 103,798 | |
| Cash
and cash equivalents, end of the year | |
| 103,798 | | |
| 211,974 | |
EXHIBIT II
Non-GAAP Financial Measures:
EBITDA is defined as earnings before depreciation, amortization,
interest income and expense, gain/loss on swaps and taxes. Adjusted EBITDA is defined as EBITDA before foreign exchange gains/losses.
Adjusted Profit represents earnings before write-off of unamortized loan fees, foreign exchange gains/losses and non-cash gain/loss
on swaps that includes (a) unrealized gain/loss on swaps held for trading, (b) loss at inception, (c) recycled loss of cash flow
hedges reclassified to profit or loss and (d) ineffective portion of cash flow hedges. Adjusted EPS represents earnings before
non-cash gain/loss on swaps as defined above, foreign exchange gains/losses and write-off of unamortized loan fees, divided by
the weighted average shares outstanding. EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPS 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, Adjusted Profit and Adjusted EPS 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 continue to hold our common shares. This increased comparability
is achieved by excluding the potentially disparate effects between periods of, in the case of EBITDA and Adjusted EBITDA, interest,
gain/loss on swaps, taxes, depreciation and amortization, in the case of Adjusted EBITDA, foreign exchange gains/losses and in
the case of Adjusted Profit and Adjusted EPS, non-cash gain/loss on swaps, foreign exchange gains/losses and write-off of unamortized
loan fees, which items are affected by various and possibly changing financing methods, capital structure and historical cost
basis and which items may significantly affect results of operations between periods.
EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPS have
limitations as analytical tools and should not be considered as alternatives to, or as substitutes for, or superior to profit,
profit from operations, earnings per share or any other measure of financial 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 significant interest
expense, or 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 often have to be replaced in the future, and
EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. EBITDA, Adjusted EBITDA, Adjusted Profit
and Adjusted EPS 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, Adjusted Profit and Adjusted
EPS, 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, Adjusted Profit and Adjusted EPS 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 EBITDA and Adjusted EBITDA to Profit:
(Amounts expressed in thousands of U.S. Dollars)
| | |
For the three months ended | |
For the year ended |
| | |
December 31,
2013 |
| |
December 31,
2014 |
| |
December 31,
2013 |
| |
December 31,
2014 |
|
| Profit for the period | |
| 21,445 | | |
| 9,948 | | |
| 56,929 | | |
| 50,765 | |
| Depreciation of fixed assets | |
| 10,305 | | |
| 22,232 | | |
| 29,322 | | |
| 70,695 | |
| Financial costs | |
| 10,469 | | |
| 24,491 | | |
| 27,851 | | |
| 71,579 | |
| Financial income | |
| (60 | ) | |
| (62 | ) | |
| (411 | ) | |
| (274 | ) |
| (Gain)/loss on
swaps | |
| (2,294 | ) | |
| 11,495 | | |
| (11,498 | ) | |
| 24,787 | |
| EBITDA | |
| 39,865 | | |
| 68,104 | | |
| 102,193 | | |
| 217,552 | |
| Foreign exchange
(gains)/losses, net | |
| (143 | ) | |
| (569 | ) | |
| (576 | ) | |
| (380 | ) |
| Adjusted EBITDA | |
| 39,722 | | |
| 67,535 | | |
| 101,617 | | |
| 217,172 | |
Reconciliation of Adjusted Profit to Profit:
(Amounts expressed in thousands of U.S. Dollars)
| | |
For the three months ended | |
For the year ended |
| | |
December 31,
2013 |
| |
December 31,
2014 |
| |
December 31,
2013 |
| |
December 31,
2014 |
|
| Profit for the period | |
| 21,445 | | |
| 9,948 | | |
| 56,929 | | |
| 50,765 | |
| Write-off of unamortized loan fees | |
| — | | |
| 5,757 | | |
| 542 | | |
| 9,019 | |
| Foreign exchange (gains)/losses, net | |
| (143 | ) | |
| (569 | ) | |
| (576 | ) | |
| (380 | ) |
| Non-cash (gain)/loss
on swaps | |
| (3,923 | ) | |
| 8,838 | | |
| (17,227 | ) | |
| 14,477 | |
| Adjusted Profit | |
| 17,379 | | |
| 23,974 | | |
| 39,668 | | |
| 73,881 | |
Reconciliation of Adjusted Earnings Per Share to Earnings
Per Share:
(Amounts expressed in thousands of U.S. Dollars, except
shares and per share data)
| | |
For the three months ended | |
For the year ended |
| | |
December 31,
2013 |
| |
December 31,
2014 |
| |
December 31,
2013 |
| |
December 31,
2014 |
|
| Profit for the period
attributable to owners of the Group | |
| 21,445 | | |
| 8,837 | | |
| 56,929 | | |
| 42,161 | |
| Weighted average number of shares
outstanding, basic | |
| 62,863,166 | | |
| 80,493,126 | | |
| 62,863,166 | | |
| 78,633,820 | |
| EPS | |
| 0.34 | | |
| 0.11 | | |
| 0.91 | | |
| 0.54 | |
| Profit for the period attributable
to owners of the Group | |
| 21,445 | | |
| 8,837 | | |
| 56,929 | | |
| 42,161 | |
| Plus: | |
| | | |
| | | |
| | | |
| | |
| Write-off of unamortized loan fees | |
| — | | |
| 5,757 | | |
| 542 | | |
| 9,019 | |
| Non-cash (gain)/loss on swaps | |
| (3,923 | ) | |
| 8,838 | | |
| (17,227 | ) | |
| 14,477 | |
| Foreign exchange
(gains)/losses, net | |
| (143 | ) | |
| (569 | ) | |
| (576 | ) | |
| (380 | ) |
| Adjusted Profit attributable to owners
of the Group | |
| 17,379 | | |
| 22,863 | | |
| 39,668 | | |
| 65,277 | |
| Weighted average number of shares
outstanding, basic | |
| 62,863,166 | | |
| 80,493,126 | | |
| 62,863,166 | | |
| 78,633,820 | |
| Adjusted
EPS | |
| 0.28 | | |
| 0.28 | | |
| 0.63 | | |
| 0.83 | |
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