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 May 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): |
o |
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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 May 6, 2015 relating to its results for the first quarter of 2015 and the related financial report are attached hereto as Exhibits
99.1 and 99.2, respectively.
INCORPORATION BY REFERENCE
Exhibit 99.2 to this Report on Form
6-K shall be incorporated by reference into our registration statements on Form F-3 (File Nos. 333-188817 and 333-194894),
initially filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2013 and March 28, 2014,
respectively, as amended, and the registration statement on Form S-8 (File No. 333-187020), filed with the SEC on March 4,
2013, in each case to the extent not superseded by information subsequently filed or furnished (to the extent we expressly
state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the
Securities Exchange Act of 1934, in each case as amended.
EXHIBIT LIST
Exhibit |
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Description |
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99.1 |
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Press Release dated May 6, 2015 |
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99.2 |
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Financial Report for the Three Months Ended March 31, 2015 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operation |
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Unaudited Condensed Consolidated Financial Statements |
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 May 6, 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 March 31, 2015
Monaco, May 6, 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 financial results for the quarter ended March 31, 2015.
Highlights
• |
On March 31, 2015, successfully completed the acquisition of two on-the-water vessels from Methane Services Limited (“MSL”), a subsidiary of BG Group plc (“BG Group”) for $460.0 million, with time charters back to MSL for an average of 10 years. |
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Post-quarter end, agreement with BG Group to charter three newbuildings, revise the duration of three existing charter party agreements and option to charter an additional 6 newbuildings. |
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Post-quarter end, successfully completed
a public offering of 4.6 million shares of 8.75% Series A Cumulative Redeemable Perpetual Preference Shares (the “Series
A Preference Shares”), raising net proceeds of $110.7 million.
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Quarterly dividend of $0.14 per common share payable on May 21, 2015. |
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Earnings per share (“EPS”) of $0.05 (Q1 2014: $0.09), EBITDA(1) of $62.0 million (Q1 2014: $34.3 million) and Profit of $13.9 million (Q1 2014: $6.3 million) for the quarter ended March 31, 2015. |
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Adjusted EPS(1) of $0.13 (Q1 2014: $0.13), Adjusted
EBITDA(1) of $63.6 million (Q1 2014: $34.3 million) and Adjusted Profit(1) of $20.2 million (Q1 2014: $9.6
million) for the quarter ended March 31, 2015.
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Delivery of GasLog Salem on April 30, 2015. |
(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 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 at the end of this press release.
CEO Statement
Paul Wogan, Chief Executive Officer, stated: “Against a back drop of weak overall energy markets,
the first quarter of 2015 saw us take delivery of the Methane Becki Anne and the Methane Julia Louise, bringing our
consolidated fleet to 27 vessels. We continued to make further positive progress in the weeks after quarter end, announcing a transaction
with BG Group to charter up to nine newbuildings, three of which are firm and will be satisfied by our currently uncontracted
newbuilds. The transaction adds a significant amount of fixed-rate revenue and adds to the potential pipeline of dropdowns for
GasLog Partners LP (“GasLog Partners”), which we believe will further enhance the sum of the parts valuation of GasLog.
Also after quarter end, Royal Dutch Shell plc (“Royal Dutch Shell”) affirmed their belief in the long term future of
the LNG business with its offer to buy BG Group and we look forward to being a key supplier to this new industry leading entity.”
Dividend Declaration
On May 5, 2015, the board of directors declared a quarterly
cash dividend of $0.14 per common share payable on May 21, 2015 to shareholders of record as of May 18, 2015.
Issuance of 4.6 million Series A Preference Shares
On April 7, 2015, GasLog completed a public offering of 4.6
million shares of 8.75% Series A Preference Shares, par value $0.01 per share, liquidation preference $25.00 per share and priced
at $25.00 per share, including 600,000 shares issued upon the exercise in full by the underwriters of their option to purchase
additional Series A Preference Shares. The net proceeds from the offering after deducting underwriting discounts, commissions and
other offering expenses were $110.7 million. The Series A Preference Shares are listed on the New York Stock Exchange under the
symbol “GLOG PR A”.
Agreement with BG Group
On April 21, 2015, GasLog and GasLog Partners announced the agreement to charter to MSL three newbuildings and an option for MSL to elect, within 2015 to charter
an additional six newbuildings. The details of that transaction are set out in the Press Release dated April 21, 2015, which was
attached as an exhibit to our report on Form 6-K/A furnished to the SEC on April 24, 2015. Additionally, on April 20, 2015, the
lenders to the GasLog Partners’ facility agreement unanimously approved, subject only to final documentation, such changes
to the facility agreement as are required to reflect the referenced changes to these charters.
Delivery of GasLog Salem
On April 30, 2015, GasLog took delivery of the GasLog Salem,
an LNG carrier of 155,000 cubic meters capacity with tri-fuel diesel electric propulsion constructed by Samsung Heavy Industries
Co. Ltd. (“Samsung”).
Acquisition and Financing of two LNG carriers
On March 31, 2015, GasLog completed the acquisition of two 170,000
cbm tri-fuel diesel electric LNG carriers from MSL for an aggregate cost of $460.0 million and chartered those vessels back to
MSL for initial terms of 9 and 11 years. MSL has unilateral options to extend the term of the time charters for both ships for
a period of either three or five years. The vessels acquired are the 2010-built Methane Becki Anne and Methane Julia
Louise. GasLog supervised the construction of both vessels for BG Group and has provided technical management for the ships
since delivery.
On March 25, 2015, in connection with the aforementioned acquisition,
GasLog, through its vessel-owning subsidiaries GAS-twenty six Ltd. and GAS-twenty seven Ltd. entered into a senior secured term
loan facility of up to $325.0 million with ABN Amro Bank N.V., Commonwealth Bank of Australia, Credit Agricole Corporate and Investment
Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, DNB Bank ASA, London Branch and ING Bank N.V., London Branch, and a subordinated
term loan facility of up to $135.0 million with ABN Amro Bank N.V., Credit Agricole Corporate and Investment Bank, Deutsche Bank
AG Filiale Deutschlandgeschäft and DNB Bank ASA, London Branch.
GasLog Partners and GasLog have agreed that GasLog Partners
will have the option, exercisable at any time within 36 months after March 31, 2015, to purchase the Methane Becki Anne
and the Methane Julia Louise each at their fair market value, as determined under the omnibus agreement. This agreement
supersedes the provision under the omnibus agreement that would otherwise have required GasLog to offer to GasLog Partners, within
30 days of the completion of the vessels acquisition, an opportunity to purchase such vessels at the acquisition price paid plus
certain administrative costs, and would have allowed GasLog Partners 30 days to respond to such offer.
Financial Summary
In millions of U.S. dollars except per share data | |
For the three months ended | |
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March 31, 2014 | | |
March 31, 2015 | |
Revenues | |
$ | 57.1 | | |
$ | 97.3 | |
Profit | |
$ | 6.3 | | |
$ | 13.9 | |
Adjusted Profit(1) | |
$ | 9.6 | | |
$ | 20.2 | |
EBITDA(1) | |
$ | 34.3 | | |
$ | 62.0 | |
Adjusted EBITDA(1) | |
$ | 34.3 | | |
$ | 63.6 | |
EPS | |
$ | 0.09 | | |
$ | 0.05 | |
Adjusted EPS(1) | |
$ | 0.13 | | |
$ | 0.13 | |
There were 1,354 operating days for the quarter ended March
31, 2015, as compared to 688 operating days for the quarter ended March 31, 2014. The increase in operating days resulted from
the new vessel deliveries and on-the-water vessel acquisitions over the period. Specifically, the Solaris was delivered
on June 30, 2014, the Methane Rita Andrea, the Methane Jane Elizabeth, the Methane Lydon Volney, the Methane
Shirley Elisabeth, the Methane Heather Sally, and the Methane Alison Victoria were acquired in April and June
2014, the GasLog Saratoga was delivered on December 16, 2014 and the Methane Becki Anne and the Methane Julia
Louise were acquired on March 31, 2015.
Profit was $13.9 million for the quarter ended March 31, 2015
($6.3 million for the quarter ended March 31, 2014). This increase is mainly attributable to the increase in operating days, partially
offset by the increase in finance costs due to the increase in average outstanding debt related to vessel deliveries and acquisitions.
Adjusted Profit(1) was $20.2 million for the quarter
ended March 31, 2015 ($9.6 million for the quarter ended March 31, 2014) adjusted for the effects of the non-cash loss on swaps
and the foreign exchange losses. The increase in Adjusted Profit was mainly attributable to the significant growth in our fleet
in 2014, partially offset by the increase in general and administrative expenses and the increase in finance costs due to the increase
in average outstanding debt.
EBITDA(1) was $62.0 million for the quarter ended
March 31, 2015 ($34.3 million for the quarter ended March 31, 2014). The increase in EBITDA is attributable to the increase in
revenues from the larger fleet, partially offset by the increase in vessel operating and supervision costs associated with the
increase in the average number of vessels in our fleet and the increase in general and administrative expenses.
Adjusted EBITDA(1) was $63.6 million for the quarter
ended March 31, 2015 ($34.3 million for the quarter ended March 31, 2014). The increase in Adjusted EBITDA was attributable to
the increase in EBITDA and the increase in net foreign exchange losses.
EPS was $0.05 for the quarter ended March 31, 2015 ($0.09 for
the quarter ended March 31, 2014). The decrease in EPS is attributable to the
decrease in Profit attributable to owners of the
Group, as a result of the Profit allocated to non-controlling shareholders following the completion of GasLog Partners initial
public offering (“IPO”) in May 2014 and the increase in the weighted average number of shares resulting from the equity
offerings and the private placement completed in the first half of 2014.
Adjusted EPS(1) was $0.13 for the quarter ended March
31, 2015 ($0.13 for the quarter ended March 31, 2014). The increase in Adjusted EPS is attributable to the increase in Adjusted
Profit, after deducting the Profit allocated to non-controlling shareholders, partially offset by the increase in the weighted
average number of shares resulting from the equity offerings and the private placement completed in the first half of 2014.
Revenues were $97.3 million for the quarter ended March 31,
2015 ($57.1 million for the quarter ended March 31, 2014).
Vessel operating and supervision costs were $24.6 million for
the quarter ended March 31, 2015 ($16.9 million for the quarter ended March 31, 2014).
Depreciation of fixed assets was $22.7 million for the quarter
ended March 31, 2015 ($11.2 million for the quarter ended March 31, 2014).
The increase in revenues, vessels operating and supervision
costs and depreciation of fixed assets was mainly attributable to the increase in operating days from our increased fleet discussed
above. However, daily revenue decreased mainly due to the lower daily charter rate of the vessels acquired in 2014. In addition,
daily operating costs decreased mainly due to the main engine overhauling of three vessels in the first quarter of 2014 and the
decrease of the bunkers consumed by a vessel trading in the spot market.
General and administrative expenses were $11.2 million for the
quarter ended March 31, 2015 ($6.3 million for the quarter ended March 31, 2014). 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 being a
publicly listed company.
Financial costs were $18.5 million
for the quarter ended March 31, 2015 ($11.7 million for the quarter ended March 31, 2014). The increase is mainly attributable
to an increase of $6.7 million in interest expense deriving from higher average outstanding debt and realized loss on cash flow
hedges. An analysis of financial costs is as follows:
(All amounts expressed in thousands of U.S. dollars) | |
For the three months ended | |
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March 31, 2014 | | |
March 31, 2015 | |
Financial costs | |
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Amortization of deferred loan issuance costs and premium | |
$ | 1,224 | | |
$ | 1,946 | |
Interest expense on loans and realized loss on cash flow hedges | |
| 8,116 | | |
| 13,558 | |
Interest expense on bond and realized loss on cross-currency swaps | |
| 1,542 | | |
| 2,794 | |
Other financial costs, net | |
| 806 | | |
| 230 | |
Total | |
$ | 11,688 | | |
$ | 18,528 | |
Loss on swaps was $7.0 million for the quarter ended March 31,
2015 ($5.1 million loss for the quarter ended March 31, 2014). An analysis of loss on swaps is as follows:
(All amounts expressed in thousands of U.S. dollars) | |
For the three months ended | |
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March 31, 2014 | | |
March 31, 2015 | |
Loss on swaps | |
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Realized loss on interest rate swaps held for trading | |
$ | 1,935 | | |
$ | 2,197 | |
Unrealized loss on interest rate swaps held for trading | |
| 2,772 | | |
| 4,509 | |
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges | |
| 413 | | |
| 284 | |
Ineffective portion on cash flow hedges | |
| (5 | ) | |
| (11 | ) |
Total | |
$ | 5,115 | | |
$ | 6,979 | |
(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.
Contracted Charter Revenues
GasLog’s contracted charter revenues are estimated to
increase from $321.0 million for the fiscal year 2014 to $483.8 million for the fiscal year 2017, based on contracts in effect
as of March 31, 2015 (including the four LNG carriers on order for which we have secured time charters), but without including
any extension options. The total future firm contracted revenue stands at $3.1 billion at March 31, 2015. After giving effect to
the agreement with BG Group mentioned above for the chartering of three newbuildings on order and the revision of the charter party
agreements of three vessels, future firm contracted revenue increases to $4 billion(2). These amounts include the five vessels now
owned by GasLog Partners.
(2) 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 terms of charters.
Liquidity and Capital Resources
As of March 31, 2015, GasLog had $171.6 million of cash and
cash equivalents, of which $83.3 million was held in time deposits and the remaining balance in current accounts. Moreover, as
of March 31, 2015, GasLog had $20.1 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 March 31, 2015, GasLog had $24.6 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 March 31, 2015, GasLog had an aggregate of $2.2 billion
of indebtedness outstanding under 11 credit agreements, of which $121.8 million is repayable within one year, including $42.2 million
under the revolving credit facility. As of March 31, 2015, GasLog had $124.3 million outstanding under the NOK bond agreement that
is payable in June 2018.
As of March 31, 2015, there is an undrawn amount of $7.8 million
under the revolving facility of GAS-two Ltd. which is available to be drawn under certain conditions. In addition, there is a loan
facility with an aggregate undrawn amount of $146.0 million available that was used to finance a portion of the contract price
of the GasLog Salem upon its delivery.
As of March 31, 2015, GasLog’s commitments for capital
expenditures are related to the eight LNG carriers on order and the GasLog Salem delivered on April 30, 2015, which have
a gross aggregate contract price of approximately $1.8 billion. As of March 31, 2015, the total remaining balance of the contract
prices of the eight newbuildings and the GasLog Salem was $1.6 billion, which will be funded with cash balances, cash from
operations, proceeds from the issuance of the Series A Preference Shares, existing undrawn debt and other financings we may enter
into.
GasLog has hedged 44% of its expected floating interest rate
exposure at a weighted average interest rate of approximately 4.6% (including margin) as of March 31, 2015.
Fleet Update
GasLog has six newbuildings on order at Samsung, 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. 2072 |
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Q1 2016 |
Hull No. 2073 |
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Q2 2016 |
Hull No. 2102 |
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Q3 2016 |
Hull No. 2103 |
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Q4 2016 |
Hull No. 2130 |
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Q3 2017 |
Hull No. 2131 |
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Q4 2017 |
Hull No. 2800 |
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Q3 2017 |
Hull No. 2801 |
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Q4 2017 |
GasLog Partners has options and other certain acquisition rights
under which it may acquire additional LNG carriers from us. This includes options to purchase up to 12 LNG carriers from us within
36 months after each such vessel’s acceptance by its charterer (or, in the case of certain vessels, 36 months after the closing
of the GasLog Partners initial public offering), in each case at fair market value as determined pursuant to the omnibus agreement.
GasLog Partners also has a right of first offer from us to purchase
any other LNG carriers with cargo capacities greater than 75,000 cbm engaged in ongoing LNG transportation under charters of five
full years or more that we own or acquire (the “Five Year Vessels”) either at their acquisition cost plus certain
break up costs (in the case of a newly acquired Five Year Vessel) or at their fair market value (in the case of a previously owned
vessel that becomes a Five Year Vessel). The three newbuildings to be chartered under the agreement signed with BG Group on April
21, 2015, as well as the additional six newbuildings which may be chartered at BG Group’s election, will each qualify as
a Five Year Vessel upon commencement of its charter, and we will be required to offer to GasLog Partners an opportunity to purchase
each vessel at fair market value within 30 days of the commencement of its charter. Generally, GasLog Partners must exercise this
right of first offer within 30 days following the notice from us that the vessel has been acquired or has become a Five Year Vessel.
LNG Market Update
We continue to believe the medium- to long-term outlook for
LNG shipping demand is positive, despite the decline in prices and spot charter rates over the last six months. There are a number
of new projects in progress that have firm off-take agreements, secured financing or are under construction, and we expect a number
of these to come online in 2015, which will materially increase global LNG production capacity. The projects that have reached
final investment decision (“FID”) stage, but are yet to start production, represent over 120 million tons per annum
(“mtpa”) of new LNG capacity, and we currently expect that these facilities will come online even if the current low
commodity price environment continues. By the end of 2019, we forecast that the number of ships needed for LNG production from
new and existing terminals will be greater than the current global on-the-water fleet and orderbook.
Recently, there have been several encouraging LNG project developments
which highlights the viability of many LNG projects in the current market conditions. Cameron LNG announced initiation of a Federal
Energy Regulatory Commission pre-filing review for the planned expansion of its existing facility from 15 mtpa to 25 mtpa. Freeport
LNG announced the financing and construction of its third LNG train with a capacity of 5 mtpa. Chevron announced a sale and purchase
agreement with SK LNG Trading for 4.15 million tons of LNG over a five-year period commencing
in 2017 from its Gorgon project,
which has a capacity of 16 mtpa. Additionally, in the United States and Australia, several projects are scheduled to complete construction
and commence LNG production later this year. Sabine Pass Trains (capacity 18 mtpa), Gorgon (capacity 15.6 mtpa), Gladstone (capacity
7.8 mtpa) and Australia Pacific (capacity 9 mtpa) are all projected to come online in 2015.
We remain positive on the medium- to long-term demand for LNG
carriers.
Royal Dutch Shell
Planned Acquisition of BG Group
On April 8, 2015, Royal Dutch Shell and BG Group agreed that,
subject to the satisfaction of certain conditions, Royal Dutch Shell would acquire the entire issued and to be issued share capital
of BG Group. MSL, a subsidiary of BG Group, is currently one of our major customers, although GasLog has existing charters with
Royal Dutch Shell as well. From a contractual perspective, our charters will continue unaffected, should the acquisition take place.
Conference Call
GasLog will host a conference call to discuss its results for
the first quarter of 2015 at 8:30 a.m. ET (1:30 p.m. London Time) on Wednesday, May 6, 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:
+1 646 254 3364 (New York, NY)
+44 (0) 20 3427 1908 (London, UK)
+33 (0) 1 76 77 22 29 (Paris, France)
Passcode for the call is 8113389
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.
For those unable to participate in
the conference call, a replay will also be available from 12:30 p.m. EDT (5:30 p.m. London Time) on Wednesday, May 6, 2015 until
6:59 p.m. EDT (11:59 p.m. London Time) on Wednesday, May 13, 2015.
The replay dial-in numbers are as
follows:
+1-347-366-9565 (New York, NY)
+44 (0) 203-427-0598 (London, UK)
+33 (0) 1 74 20 28 00 (Paris, France)
Replay passcode is 8113389
About GasLog Ltd.
GasLog is an international owner, operator and manager of LNG
carriers. GasLog’s fully-owned fleet includes 22 LNG carriers (including 14 ships in operation and 8 LNG carriers on order)
and GasLog has four 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
All statements in this press release that are not statements
of historical fact are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements include statements that address activities, events or developments that the Company expects,
projects, believes or anticipates will or may occur in the future, particularly in relation to the Company’s operations,
cash flows, financial position, liquidity and cash available for dividends or distributions, plans, strategies and business prospects
(including the “GasLog 40:17 Vision”), and changes and trends in the Company’s business and the markets in which
it operates. 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 the Company’s expectations and projections.
Accordingly, you should not unduly rely on any forward-looking statements. Factors that might cause future results and outcomes
to differ include:
| · | LNG shipping market conditions and trends, including spot and long-term charter rates, ship values, factors affecting supply
and demand of LNG and LNG shipping and technological advancements; |
| · | our ability to enter into time charters with new and existing customers; |
| · | changes in the ownership of our charterers; |
| · | our customers’ performance of their obligations under our time charters; |
| · | changing economic conditions and the differing pace of economic recovery in different regions of the world; |
| · | our future financial condition, liquidity and cash available for dividends and distributions; |
| · | our ability to obtain financing to fund capital expenditures, acquisitions and other corporate activities, the ability of our
lenders to meet their funding obligations, and our ability to meet the restrictive covenants and other obligations under our credit
facilities; |
| · | 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 maximize the use of our ships, including the re-employment or disposal of ships not 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; |
| · | potential liability from future litigation; and |
| · | other risks and uncertainties described in the Company’s
Annual Report on Form 20-F filed with the SEC on March 26, 2015. Copies of the Annual
Report, as well as subsequent filings, are available online at http://www.sec.gov. |
The Company does 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
Chief Financial Officer
Phone: +44-203-388-3108
Jamie Buckland
Head of Investor Relations
Phone: +44-203-388-3116
Email: ir@gaslogltd.com
EXHIBIT I - Unaudited Interim Financial Information
Unaudited condensed consolidated statements of financial
position
As of December 31, 2014 and March 31, 2015
(Amounts expressed in thousands of U.S. Dollars)
| |
December 31, 2014 | | |
March 31, 2015 | |
Assets | |
| | | |
| | |
Non-current assets | |
| | | |
| | |
Goodwill | |
| 9,511 | | |
| 9,511 | |
Investment in associate | |
| 6,603 | | |
| 6,375 | |
Deferred financing costs | |
| 6,120 | | |
| 5,802 | |
Other non-current assets | |
| 5,785 | | |
| 20,688 | |
Derivative financial instruments | |
| 1,174 | | |
| — | |
Tangible fixed assets | |
| 2,809,517 | | |
| 3,253,235 | |
Vessels under construction | |
| 142,776 | | |
| 174,946 | |
Total non-current assets | |
| 2,981,486 | | |
| 3,470,557 | |
Current assets | |
| | | |
| | |
Trade and other receivables | |
| 14,317 | | |
| 13,846 | |
Dividends receivable and due from related parties | |
| 1,869 | | |
| 1,472 | |
Inventories | |
| 4,953 | | |
| 4,046 | |
Prepayments and other current assets | |
| 4,443 | | |
| 4,261 | |
Short-term investments | |
| 28,103 | | |
| 20,102 | |
Restricted cash | |
| 22,826 | | |
| 24,633 | |
Cash and cash equivalents | |
| 211,974 | | |
| 171,613 | |
Total current assets | |
| 288,485 | | |
| 239,973 | |
Total assets | |
| 3,269,971 | | |
| 3,710,530 | |
Equity and liabilities | |
| | | |
| | |
Equity | |
| | | |
| | |
Share capital | |
| 810 | | |
| 810 | |
Contributed surplus | |
| 923,470 | | |
| 923,470 | |
Reserves | |
| (12,002 | ) | |
| (16,290 | ) |
Treasury shares | |
| (12,576 | ) | |
| (12,491 | ) |
Retained earnings | |
| 29,689 | | |
| 22,761 | |
Equity attributable to owners of the Group | |
| 929,391 | | |
| 918,260 | |
Non-controlling interests | |
| 323,646 | | |
| 327,002 | |
Total equity | |
| 1,253,037 | | |
| 1,245,262 | |
Current liabilities | |
| | | |
| | |
Trade accounts payable | |
| 9,668 | | |
| 9,851 | |
Ship management creditors | |
| 1,285 | | |
| 437 | |
Amounts due to related parties | |
| 181 | | |
| 101 | |
Derivative financial instruments | |
| 16,149 | | |
| 16,797 | |
Other payables and accruals | |
| 57,647 | | |
| 65,067 | |
Borrowings—current portion | |
| 116,431 | | |
| 116,451 | |
Total current liabilities | |
| 201,361 | | |
| 208,704 | |
Non-current liabilities | |
| | | |
| | |
Derivative financial instruments | |
| 35,751 | | |
| 53,877 | |
Borrowings—non-current portion | |
| 1,778,845 | | |
| 2,201,707 | |
Other non-current liabilities | |
| 977 | | |
| 980 | |
Total non-current liabilities | |
| 1,815,573 | | |
| 2,256,564 | |
Total equity and liabilities | |
| 3,269,971 | | |
| 3,710,530 | |
Unaudited condensed consolidated statements of profit or
loss
For the three months ended March 31, 2014 and March 31, 2015
(Amounts expressed in thousands of U.S. Dollars, except per
share data)
| |
For the three months ended | |
| |
March 31,
2014 | | |
March 31, 2015 | |
Revenues | |
| 57,071 | | |
| 97,326 | |
Vessel operating and supervision costs | |
| (16,945 | ) | |
| (24,623 | ) |
Depreciation of fixed assets | |
| (11,190 | ) | |
| (22,695 | ) |
General and administrative expenses | |
| (6,263 | ) | |
| (11,159 | ) |
Profit from operations | |
| 22,673 | | |
| 38,849 | |
Financial costs | |
| (11,688 | ) | |
| (18,528 | ) |
Financial income | |
| 82 | | |
| 63 | |
Loss on swaps | |
| (5,115 | ) | |
| (6,979 | ) |
Share of profit of associate | |
| 397 | | |
| 447 | |
Total other expense | |
| (16,324 | ) | |
| (24,997 | ) |
Profit for the period | |
| 6,349 | | |
| 13,852 | |
Attributable to: | |
| | | |
| | |
Owners of the Group | |
| 6,349 | | |
| 4,342 | |
Non-controlling interests | |
| — | | |
| 9,510 | |
| |
| 6,349 | | |
| 13,852 | |
Earnings per share – basic and diluted | |
| 0.09 | | |
| 0.05 | |
Unaudited condensed consolidated statements of cash flows
For the three months ended March 31, 2014 and March 31, 2015
(Amounts expressed in thousands of U.S. Dollars)
| |
For the three months ended | |
| |
March 31, 2014 | | |
March 31, 2015 | |
Cash flows from operating activities: | |
| | | |
| | |
Profit for the period | |
| 6,349 | | |
| 13,852 | |
Adjustments for: | |
| | | |
| | |
Depreciation of fixed assets | |
| 11,190 | | |
| 22,695 | |
Share of profit of associate | |
| (397 | ) | |
| (447 | ) |
Financial income | |
| (82 | ) | |
| (63 | ) |
Financial costs | |
| 11,688 | | |
| 18,528 | |
Unrealized loss on swaps and ineffective portion of cash flow hedges | |
| 2,767 | | |
| 4,498 | |
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges | |
| 413 | | |
| 284 | |
Unrealized foreign exchange losses on cash and cash equivalents and short-term investments | |
| 125 | | |
| 1,068 | |
Expense recognized in respect of equity-settled share based payments | |
| 180 | | |
| 498 | |
| |
| 32,233 | | |
| 60,913 | |
Movements in working capital | |
| (4,939 | ) | |
| (8,805 | ) |
Cash provided by operations | |
| 27,294 | | |
| 52,108 | |
Interest paid | |
| (11,246 | ) | |
| (14,850 | ) |
Net cash provided by operating activities | |
| 16,048 | | |
| 37,258 | |
Cash flows from investing activities: | |
| | | |
| | |
Payments for tangible fixed assets and vessels under construction | |
| (10,433 | ) | |
| (500,537 | ) |
Dividends received from associate | |
| 750 | | |
| 1,000 | |
Purchase of short-term investments | |
| (2,150 | ) | |
| (18,592 | ) |
Maturity of short-term investments | |
| 4,500 | | |
| 26,603 | |
Financial income received | |
| 79 | | |
| 53 | |
Net cash used in investing activities | |
| (7,254 | ) | |
| (491,473 | ) |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from bank loans | |
| 2,681 | | |
| 460,000 | |
Bank loan repayments | |
| (17,982 | ) | |
| (21,580 | ) |
Payment of loan issuance costs | |
| (2,649 | ) | |
| (4,171 | ) |
Net proceeds from public offering and private placement (net of underwriting discounts and commissions) | |
| 199,965 | | |
| — | |
Payment of equity raising costs | |
| (514 | ) | |
| (87 | ) |
Movement in restricted cash | |
| — | | |
| (1,807 | ) |
Dividends paid | |
| (9,133 | ) | |
| (17,424 | ) |
Net cash provided by financing activities | |
| 172,368 | | |
| 414,931 | |
Effects of exchange rate changes on cash and cash equivalents | |
| (125 | ) | |
| (1,077 | ) |
Increase/(decrease) in cash and cash equivalents | |
| 181,037 | | |
| (40,361 | ) |
Cash and cash equivalents, beginning of the period | |
| 103,798 | | |
| 211,974 | |
Cash and cash equivalents, end of the period | |
| 284,835 | | |
| 171,613 | |
EXHIBIT II
Non-GAAP Financial Measures:
EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPS
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 foreign exchange gains/losses and non-cash gain/loss on swaps that includes (if any)
(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 in relation to derivatives no longer designated as hedges and (d) ineffective portion of cash flow hedges. Adjusted EPS represents earnings attributable to owners of the
Group before non-cash gain/loss on swaps as defined above and foreign exchange gains/losses, 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 and foreign exchange gains/losses, 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 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 | |
| |
March 31, 2014 | | |
March 31,
2015 | |
Profit for the period | |
| 6,349 | | |
| 13,852 | |
Depreciation of fixed assets | |
| 11,190 | | |
| 22,695 | |
Financial costs | |
| 11,688 | | |
| 18,528 | |
Financial income | |
| (82 | ) | |
| (63 | ) |
Loss on swaps | |
| 5,115 | | |
| 6,979 | |
EBITDA(*) | |
| 34,260 | | |
| 61,991 | |
Foreign exchange losses, net | |
| 74 | | |
| 1,588 | |
Adjusted EBITDA | |
| 34,334 | | |
| 63,579 | |
(*)EBITDA for the three months ended March 31, 2014,
differs from the EBITDA disclosed in the press release for the first quarter ended March 31, 2014, furnished with the SEC on May
14, 2014. The difference relates to the definition of EBITDA and Adjusted EBITDA with respect to the reclassification of Unrealized
loss on swaps from Adjusted EBITDA to EBITDA in order to align with the classification in the statement of profit or loss.
Reconciliation of Adjusted Profit to Profit:
(Amounts expressed in thousands of U.S. Dollars)
| |
For the three months ended | |
| |
March 31, 2014 | | |
March 31,
2015 | |
Profit for the period | |
| 6,349 | | |
| 13,852 | |
Non-cash loss on swaps | |
| 3,180 | | |
| 4,782 | |
Foreign exchange losses, net | |
| 74 | | |
| 1,588 | |
Adjusted Profit | |
| 9,603 | | |
| 20,222 | |
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 | |
| |
March 31, 2014 | | |
March 31, 2015 | |
Profit for the period attributable to owners of the Group | |
| 6,349 | | |
| 4,342 | |
Weighted average number of shares outstanding, basic | |
| 72,868,580 | | |
| 80,495,749 | |
EPS | |
| 0.09 | | |
| 0.05 | |
Profit for the period attributable to owners of the Group | |
| 6,349 | | |
| 4,342 | |
Plus: | |
| | | |
| | |
Non-cash loss on swaps | |
| 3,180 | | |
| 4,782 | |
Foreign exchange losses, net | |
| 74 | | |
| 1,588 | |
Adjusted Profit attributable to owners of the Group | |
| 9,603 | | |
| 10,712 | |
Weighted average number of shares outstanding, basic | |
| 72,868,580 | | |
| 80,495,749 | |
Adjusted EPS | |
| 0.13 | | |
| 0.13 | |
Exhibit 99.2
Financial Report for the Three Months
Ended March 31, 2015
Management’s Discussion and Analysis
of Financial Condition and Results of Operation
The following is a discussion of our financial
condition and results of operations for the three months ended March 31, 2015 and 2014. Unless otherwise specified herein, references
to “GasLog”, the “Company”, the “Group”, “we”, “our” or “us”
shall include GasLog Ltd. and its subsidiaries. You should read this section in conjunction with our unaudited condensed consolidated
financial statements and related notes included elsewhere in this report. For additional information relating to our management’s
discussion and analysis of financial condition and results of operation, please see our Annual Report on Form 20-F filed with the
United States Securities Exchange Commission (the “SEC”) on March 26, 2015. This discussion includes forward-looking
statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could
cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking
statements. See also the discussion in the section entitled “Forward-Looking Statements” below.
Forward-Looking Statements
All statements in this report that are not
statements of historical fact are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Forward-looking statements include statements that address activities, events or developments that the Company
expects, projects, believes or anticipates will or may occur in the future, particularly in relation to the Company’s operations,
cash flows, financial position, liquidity and cash available for dividends or distributions, plans, strategies and business prospects,
and changes and trends in the Company’s business and the markets in which it operates. 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 the Company’s expectations and projections. Accordingly, you should not unduly rely on
any forward-looking statements. Factors that might cause future results and outcomes to differ include:
| • | Liquefied natural gas
(“LNG”) shipping
market conditions and trends,
including spot and long-term
charter rates, ship values,
factors affecting supply
and demand of LNG and LNG
shipping and technological
advancements; |
| • | our ability to enter
into time charters with
new and existing customers; |
| • | changes in the ownership
of our charterers; |
| • | our customers’
performance of their obligations
under our time charters; |
| • | changing economic conditions
and the differing pace of
economic recovery in different
regions of the world; |
| • | our future financial
condition, liquidity and
cash available for dividends
and distributions; |
| • | our ability to obtain
financing to fund capital
expenditures, acquisitions
and other corporate activities,
the ability of our lenders
to meet their funding obligations,
and our ability to meet
the restrictive covenants
and other obligations under
our credit facilities; |
| • | 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 maximize
the use of our ships, including
the re-employment or disposal
of ships not 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; |
| • | potential liability
from future litigation;
and |
| • | other risks and uncertainties
described in the Company’s Annual Report on Form 20-F filed with the SEC on March
26, 2015. Copies of the Annual Report, as well as subsequent filings, are available online
at http://www.sec.gov. |
The Company does 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.
Overview
We are an international owner, operator
and manager of LNG carriers. Our wholly owned fleet consists of 22 LNG carriers, including 14 ships in operation, six LNG carriers
on order at Samsung Heavy Industries Co., Ltd. (“Samsung”) and two LNG carriers on order at Hyundai Heavy Industries
Co., Ltd. (“Hyundai”). GasLog is also the general and controlling partner in GasLog Partners LP (“GasLog Partners”
or the “Partnership”), a publicly traded master limited partnership, which owns five LNG carriers. We currently manage
and operate 22 LNG carriers including 13 of our wholly owned ships in operation (one is managed by a subsidiary of Royal Dutch
Shell plc (“Shell”)), the five ships contributed or sold to the Partnership, three ships owned by Methane Services
Limited (“MSL”), a subsidiary of BG Group plc (“BG Group”) and one additional LNG carrier in which we have
a 25% interest. We are also supervising the construction of our newbuildings. We have secured multi-year and seasonal time charter
contracts for eleven of the operating ships, the five ships owned by the Partnership and seven of our 8 newbuildings on order,
while three of our ships are operating in the spot/short-term market. From March 31, 2015, these contracts are expected to provide
total contracted revenue of approximately $4 billion during their initial terms, which expire between 2015 and 2029, after giving
effect to the agreement with BG Group signed on April 21, 2015 and described below. 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.
In addition to our committed order book,
we also secured additional fixed priced options from Samsung on up to six further 174,000 cbm newbuildings with delivery dates
in 2018 and 2019 that expire in May 2015.We also have a 25% interest in an additional ship, the Methane Nile Eagle, a 2007-built
LNG carrier owned by Egypt LNG Shipping Ltd. (“Egypt LNG”) and technically managed by us. It is currently operating
under a 20-year time charter to a subsidiary of BG Group. The information about our owned fleet presented in this report does not
include our ownership interest in the Methane Nile Eagle.
We generate revenues by chartering our ships
to customers on multi-year charters, seasonal time charters and spot/short-term charters and by providing technical ship management
services, including crewing, training, maintenance, regulatory and classification compliance and health, safety, security and environmental
(“HSSE”) management and reporting through our wholly owned subsidiary GasLog LNG Services Ltd.
Recent Developments
Dividend Declaration
On May 5, 2015, the board of directors declared
a quarterly cash dividend of $0.14 per common share payable on May 21, 2015 to shareholders of record as of May 18, 2015. The declaration
and payment of dividends is at all times subject to the discretion of the board and will depend on, among other things, our earnings,
financial condition, cash requirements and availability, restrictions in our credit facilities, the provisions of Bermuda law and
such other factors as the board may deem relevant.
Issuance of 4.60 million Series A
Cumulative Redeemable Perpetual Preference Shares (the “Series A Preference Shares”)
On April 7, 2015, GasLog completed a public
offering of 4.60 million shares of 8.75% Series A Preference Shares, par value $0.01 per share, liquidation preference $25.00 per
share which priced at $25.00 per share, including 600,000 shares issued upon the exercise in full by the underwriters of their
option to purchase additional Series A Preference Shares. The net proceeds from the offering after deducting underwriting discounts,
commissions and other offering expenses were $110.70 million. The Series A Preference Shares are listed on the New York Stock Exchange
under the symbol “GLOG PR A”.
Agreement with BG Group
On April 21, 2015, GasLog and GasLog Partners
announced the agreement to charter to MSL three newbuildings and an option for MSL to elect, within 2015 to charter an additional
six newbuildings. The details of that transaction are set out in the Press Release dated April 21, 2015, which was attached as
an exhibit to our report on Form 6-K/A furnished to the SEC on April 24, 2015. Additionally, on April 20, 2015, the lenders to
the GasLog Partners’ facility agreement unanimously approved, subject only to final documentation, such changes to the facility
agreement as are required to reflect the referenced changes to these charters.
Delivery of GasLog Salem
On April 30, 2015, GasLog took delivery
of the GasLog Salem, an LNG carrier of 155,000 cubic meters capacity with tri-fuel diesel electric propulsion (“TFDE”)
constructed by Samsung.
Acquisition and Financing of two LNG carriers
On March 31, 2015, GasLog completed the
acquisition of two 170,000 cbm TFDE LNG carriers from BG Group for an aggregate cost of $460.0 million and chartered those vessels
back to MSL for initial terms of 9 and 11 years. MSL has unilateral options to extend the term of the time charters for both ships
for a period of either three or five years. The vessels acquired are the 2010-built Methane Becki Anne and Methane Julia
Louise. GasLog supervised the construction of both vessels for BG Group and has provided technical management for the vessels
since delivery.
On March 25, 2015, in connection with the
aforementioned acquisition, GasLog, through its vessel-owning subsidiaries GAS-twenty six Ltd. and GAS-twenty seven Ltd., entered
into a senior secured term loan facility of up to $325 million with ABN Amro Bank N.V., Commonwealth Bank of Australia, Credit
Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, DNB Bank ASA, London Branch and ING
Bank N.V., London Branch, and a subordinated term loan facility of up to $135.0 million with ABN Amro Bank N.V., Credit Agricole
Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft and DNB Bank ASA, London Branch.
GasLog Partners and GasLog have agreed that
GasLog Partners will have the option, exercisable at any time within 36 months after March 31, 2015, to purchase the aforementioned
vessels at their fair market value, as determined under the omnibus agreement under the same terms that apply to the 10 other vessels
over which GasLog Partners hold options granted by GasLog. This agreement supersedes the provision under the omnibus agreement
that would otherwise have required GasLog to offer to GasLog Partners, within 30 days of the completion of the vessels acquisition,
an opportunity to purchase such vessels at the acquisition price paid plus certain administrative costs, and would have allowed
GasLog Partners 30 days to respond to such offer.
Fleet Update
The following table presents information
about our wholly owned fleet and their associated time charters as of May 6, 2015:
|
|
|
|
|
Cargo |
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Capacity |
|
|
|
|
|
Charter |
|
Optional |
Vessel Name |
|
Built |
|
(cbm) |
|
Charterer(1) |
|
Propulsion |
|
Expiration(2) |
|
Period(3) |
1 |
GasLog Savannah |
|
2010 |
|
155,000 |
|
BG Group |
|
TFDE |
|
September 2015 |
|
2018-2023 |
2 |
GasLog Singapore |
|
2010 |
|
155,000 |
|
BG Group |
|
TFDE |
|
September 2016 |
|
2019-2024 |
3 |
GasLog Skagen |
|
2013 |
|
155,000 |
|
BG Group |
|
TFDE |
|
April 2021(4) |
|
2026-2031 |
4 |
GasLog Chelsea |
|
2010 |
|
153,600 |
|
Spot Market |
|
TFDE |
|
N/A |
|
N/A |
5 |
GasLog Seattle |
|
2013 |
|
155,000 |
|
Shell |
|
TFDE |
|
December 2020 |
|
2025-2030 |
6 |
Solaris |
|
2014 |
|
155,000 |
|
Shell |
|
TFDE |
|
June 2021 |
|
2026-2031 |
7 |
GasLog Saratoga |
|
2014 |
|
155,000 |
|
Spot Market |
|
TFDE |
|
N/A |
|
N/A |
8 |
Methane Lydon Volney |
|
2006 |
|
145,000 |
|
BG Group |
|
Steam |
|
October 2020 |
|
2023-2025 |
9 |
Methane Shirley Elisabeth |
|
2007 |
|
145,000 |
|
BG Group |
|
Steam |
|
June 2020 |
|
2023-2025 |
10 |
Methane Alison Victoria |
|
2007 |
|
145,000 |
|
BG Group |
|
Steam |
|
December 2019 |
|
2022-2024 |
11 |
Methane Heather Sally |
|
2007 |
|
145,000 |
|
BG Group |
|
Steam |
|
December 2020 |
|
2023-2025 |
12 |
Methane Becki Anne |
|
2010 |
|
170,000 |
|
BG Group |
|
TFDE |
|
March 2024 |
|
2027-2029 |
13 |
Methane Julia Louise |
|
2010 |
|
170,000 |
|
BG Group |
|
TFDE |
|
March 2026 |
|
2029-2031 |
14 |
GasLog Salem |
|
2015 |
|
155,000 |
|
Spot Market |
|
TFDE |
|
N/A |
|
N/A |
The Partnership’s fleet consists of
the following vessels:
|
|
|
|
|
Cargo |
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Capacity |
|
|
|
|
|
Charter |
|
Optional |
Vessel Name |
|
Built |
|
(cbm) |
|
Charterer(1) |
|
Propulsion |
|
Expiration(2) |
|
Period(3) |
1 |
GasLog Shanghai |
|
2013 |
|
155,000 |
|
BG Group |
|
TFDE |
|
May 2018(5) |
|
2021-2026 |
2 |
GasLog Santiago |
|
2013 |
|
155,000 |
|
BG Group |
|
TFDE |
|
July 2018(5) |
|
2021-2026 |
3 |
GasLog Sydney |
|
2013 |
|
155,000 |
|
BG Group |
|
TFDE |
|
September 2018(5) |
|
2021-2026 |
4 |
Methane Rita Andrea |
|
2006 |
|
145,000 |
|
BG Group |
|
Steam |
|
April 2020 |
|
2023-2025 |
5 |
Methane Jane Elizabeth |
|
2006 |
|
145,000 |
|
BG Group |
|
Steam |
|
October 2019 |
|
2022-2024 |
| (1) | Vessels are chartered to a subsidiary of BG Group or a subsidiary of Shell, as applicable. |
| (2) | Indicates the expiration of the initial term. |
| (3) | The period shown reflects the expiration of the minimum optional period and the maximum optional period. The charterer of the
GasLog Savannah and the GasLog Singapore has unilateral options to extend the term of the time charters for periods
ranging from 30 months to 90 months. The charterer of the GasLog Skagen has unilateral options to extend the term of the
charter for up to ten years, on a seasonal charter basis. The charterer of the GasLog Seattle and the Solaris has
unilateral options to extend the term of the time charters for periods ranging from 5 to 10 years, provided that the charterer
provides us with advance notice of declaration of any option in accordance with the terms of the applicable charter. The charterer
of the Methane Lydon Volney has a unilateral option to extend the term for a period of either three or five years at its
election. In addition, the charterer of the Methane Shirley Elisabeth, the Methane Heather Sally and the Methane
Alison Victoria has a unilateral option to extend the term of two of the related time charters for a period of either three
or five years at its election. The charterer of the GasLog Shanghai, GasLog Santiago and GasLog Sydney may
be extended for up to two extension periods of three or four years at the charterer’s option, and each charter requires that
the charterer provide us with 90 days’ notice before the charter expiration of its exercise of any extension option. The
charterer of the Methane Rita Andrea and the Methane Jane Elizabeth may extend either or both of these charters for
one extension period of three or five years, and each charter requires that the charterer provide us with advance notice of its
exercise of any extension option. The charterer of the Methane Becki Anne and the Methane Julia Louise has a unilateral
option to extend the term of the time charters for a period of either three or five years at its election. |
| (4) | Time charter provides for full employment for three years and a subsequent five year seasonal charter under which the ship
is employed for seven months and available to accept other charters for five months. |
| (5) | Charter expiration was amended based on the agreement signed with BG Group on April 21, 2015. With respect to the GasLog
Sydney, whose charter was shortened by 8 months under such agreement, if MSL does not exercise the charter extension options
referenced above, and GasLog Partners does not enter into a third-party charter for the GasLog Sydney, GasLog and GasLog
Partners intend to enter into a bareboat or time charter arrangement that is designed to guarantee the total cash distribution
from the vessel for any period of charter shortening. If MSL exercises the options to charter six additional vessels, the three
charters of the GasLog Shanghai, GasLog Santiago and GasLog Sydney would be further adjusted by a potential
shortening of a maximum 31 months in total. If MSL does not exercise the charter extension options referenced above for these three
vessels, and GasLog Partners does not enter into a third-party charter for the GasLog Shanghai, GasLog Santiago or
GasLog Sydney, GasLog and GasLog Partners intend to enter into a bareboat arrangement. However, if they are unable to agree
on such bareboat arrangement, GasLog will enter into a time charter with GasLog Partners on equivalent terms to the existing MSL
time charters for any period of charter shortening. |
GasLog Partners has options and other acquisition
rights under which it may acquire additional LNG carriers from us. This includes options to purchase up to 12 LNG carriers from
us within 36 months after each such vessel’s acceptance by its charterer (or, in the case of certain vessels, 36 months after
the closing of the GasLog Partners initial public offering), in each case at fair market value as determined pursuant to the omnibus
agreement.
GasLog Partners also has a right of first
offer from us to purchase any other LNG carriers with cargo capacities greater than 75,000 cbm engaged in ongoing LNG transportation
under charters of five full years or more that we own or acquire (the “Five Year Vessels”) either at their acquisition
cost plus certain break up costs (in the case of a newly acquired Five Year Vessel) or at their fair market value (in the case
of a previously owned vessel that becomes a Five Year Vessel). The three newbuildings to be chartered under the agreement signed
with BG Group on April 21, 2015, as well as the additional six newbuildings which may be chartered at BG Group’s election,
will each qualify as a Five Year Vessel upon commencement of its charter, and we will be required to offer to GasLog Partners an
opportunity to purchase each vessel at fair market value within 30 days of the commencement of its charter. Generally, GasLog Partners
must exercise this right of first offer within 30 days following the notice from us that the vessel has been acquired or has become
a Five Year Vessel.
Results of Operations
Three-month period ended March 31, 2014 compared to the
three-month period ended March 31, 2015
|
|
|
For the three months ended |
|
Amounts are in thousands of U.S. Dollars |
|
|
March 31, 2014 |
|
March 31, 2015 |
|
Revenues |
|
|
|
57,071 |
|
|
97,326 |
|
Vessel operating and supervision costs |
|
|
|
(16,945 |
) |
|
(24,623 |
) |
Depreciation of fixed assets |
|
|
|
(11,190 |
) |
|
(22,695 |
) |
General and administrative expenses |
|
|
|
(6,263 |
) |
|
(11,159 |
) |
Profit from operations |
|
|
|
22,673 |
|
|
38,849 |
|
Financial costs |
|
|
|
(11,688 |
) |
|
(18,528 |
) |
Financial income |
|
|
|
82 |
|
|
63 |
|
Loss on swaps |
|
|
|
(5,115 |
) |
|
(6,979 |
) |
Share of profit of associate |
|
|
|
397 |
|
|
447 |
|
Total other expenses, net |
|
|
|
(16,324 |
) |
|
(24,997 |
) |
Profit for the period |
|
|
|
6,349 |
|
|
13,852 |
|
Non-controlling interest |
|
|
|
— |
|
|
(9,510 |
) |
Profit attributable
to owners of the Group |
|
|
|
6,349 |
|
|
4,342 |
|
|
|
|
|
|
|
|
|
|
During the three-month period ended March
31, 2015, we had an average of 16.0 ships operating in our owned fleet (including ships owned by the Partnership), having 1,354
operating days, an average of 21.0 ships operating under our technical management (including our 15.0 owned ships) and an average
of 4.3 owned ships under construction supervision. During the three-month period ended March 31, 2014, we had an average of 8.0
ships operating in our owned fleet, having 688 operating days, an average of 20.0 ships operating under our technical management
(including our 8.0 owned ships) and an average of 4.0 owned ships under construction supervision.
Revenues:
Revenues increased
by 70.54%, or $40.26 million, from $57.07 million during the three-month period ended March 31, 2014 to $97.33 million during the
three-month period ended March 31, 2015. The increase is mainly attributable to an increase in revenues by $44.88 million
due to the deliveries of the Methane Rita Andrea, the Methane Jane Elizabeth, the Methane Lydon Volney, the
Methane Shirley Elisabeth, the Methane Heather Sally and the Methane Alison Victoria from BG Group in
April 2014 and June 2014 and the deliveries of the Solaris and the GasLog Saratoga on
June 30, 2014 and December 16, 2014, respectively and a net increase of $0.58 million from all other vessels. These deliveries
resulted in an increase in operating days. The increase in revenues was partially offset by $3.73 million caused mainly by the
off-hire days due to the drydockings of two of our vessels, started and completed during the first quarter of 2015. There was also
a decrease of $1.47 million in revenues from technical management services mainly due to the decrease in the number of the managed
vessels owned by third parties.
Vessel Operating and Supervision Costs:
Vessel operating and supervision costs increased
by 45.25%, or $7.67 million, from $16.95 million during the three-month period ended March 31, 2014 to $24.62 million during the
three-month period ended March 31, 2015. The increase is primarily attributable to the Solaris and the GasLog Saratoga
delivered on June 30, 2014 and December 16, 2014, respectively, and to the six vessels acquired from BG Group in 2014.
Depreciation:
Depreciation increased by 102.86%, or $11.51
million, from $11.19 million during the three-month period ended March 31, 2014 to $22.70 million during the three-month period
ended March 31, 2015. The increase in depreciation resulted from the depreciation of the vessels acquired in 2014 and 2015 as discussed
above.
General and Administrative Expenses:
General and administrative expenses increased
by 78.27%, or $4.90 million, from $6.26 million during the three-month period ended March 31, 2014 to $11.16 million during the
three-month period ended March 31, 2015. The increase is mainly attributable to a $1.44 million increase in legal fees and other
professional services including external assistance for Sarbanes-Oxley Act compliance and the Partnership’s listing requirements,
an increase in personnel related expenses of $0.65 million related to the growth of the Group, an increase in equity-settled compensation
expense of $0.32 million, an increase in travel and accommodation expenses of $0.11 million related to the Group’s expansion
in London and New York, an increase of $0.21 million in rent and utilities related to the new offices in London and New York, an
increase in directors and officers’ insurance of $0.20 million mostly related to the additional cost derived from the Partnership’s
requirements, an increase in board of directors’ fees of $0.25 million, an increase of $1.39 million in net foreign exchange
losses and an increase in various other expenses of $0.33 million.
Financial Costs:
Financial costs increased by 58.51%, or
$6.84 million, from $11.69 million during the three-month period ended March 31, 2014 to $18.53 million during the three-month
period ended March 31, 2015. The increase is attributable to an increase of $6.69 million in interest expense on loans, bond and
cash flow hedges. During the three-month period ended March 31, 2015, we had an average of $1,994.19 million of outstanding indebtedness
including our bond agreement, having an aggregate weighted average interest rate of 3.28%, and during the three-month period ended
March 31, 2014, we had an average of $1,135.09 million of outstanding indebtedness with a weighted average interest rate of 3.40%.
These weighted average interest rates include interest expense on loans and cash flow hedges and interest expense on bond and cross-currency
swaps (“CCS”).
Loss on Swaps:
Loss on swaps increased by 36.33%, or $1.86
million, from $5.12 million loss during the three-month period ended March 31, 2014 to $6.98 million loss during the three-month
period ended March 31, 2015. The increase in loss is mainly attributable to an increase of $1.74 million in loss from mark-to-market
valuation of our interest rate swaps which are carried at fair value through profit or loss, which reflected a loss of $4.51 million
for the three-month period ended March 31, 2015 as compared to a loss of $2.77 million for the three-month period ended March 31,
2014, an increase of $0.26 million in realized loss from interest rate swaps held for trading, partially offset by a decrease of
$0.13 million in loss that was reclassified from equity to the statement of profit or loss related to the interest rate swaps for
which hedge accounting was discontinued. In 2015, the loss derived from the fact that the LIBOR yield curve, which was used to
calculate the present value of the estimated future cash flows, was lower than the agreed fixed interest rates resulting in an
increase in derivative liabilities from interest rate swaps held for trading.
Profit for the Period:
Profit increased by 118.11%, or $7.50 million,
from $6.35 million profit for the three-month period ended March 31, 2014 to $13.85 million for the three-month period ended March
31, 2015, as a result of the aforementioned factors.
Customers
For the three-month period ended March 31,
2015, we received 76.1% of our revenues from MSL, a subsidiary of BG Group, 0.2% of our revenues from Egypt LNG, an entity in which
we have a 25% ownership interest, 12.9% of our revenues from Shell and 10.8% of our revenues from various charterers in the spot/short-term
market. For the three-month period ended March 31, 2014, we received 76.1% of our revenues from BG, 0.3% of our revenues from Egypt
LNG, 13.6% of our revenues from Royal Dutch Shell plc, 9.5% of our revenues from various charterers in the spot market and 0.5%
from another customer.
Seasonality
Since our owned ships are mainly employed
under multi-year, fixed-rate charter arrangements, seasonal trends do not materially impact the revenues earned by our vessels
during the year. In the future, seasonality may impact the revenues of our ships operating under spot/short-term or seasonal charter
arrangements. Seasonality also does not have a significant impact on revenues earned by our management services, as we provide
technical ship management and ship construction supervision services under fixed-rate agreements.
Additionally, our business is not subject
to seasonal borrowing requirements.
Liquidity and Capital Resources
Our primary liquidity needs are to fund
our ship-operating expenses, finance the purchase and construction of our newbuildings, purchase secondhand vessels, service our
existing debt and pay dividends. In monitoring our working capital needs, we project our charter hire income and ships’ maintenance
and running expenses, as well as debt service obligations, and seek to maintain adequate cash reserves in order to address any
budget overruns.
We anticipate that our primary sources of
funds will be available cash, cash from operations, borrowings under existing and new debt agreements and additional common or
other forms of equity. We believe that these sources of funds will be sufficient to meet our liquidity needs, although there can
be no assurance that we will be able to obtain future debt and equity financing on terms acceptable to us.
Our funding and treasury activities are
intended to balance investment returns in order to maintain appropriate liquidity. Cash and cash equivalents are held primarily
in U.S. dollars. In June 2013 and April 2014, we entered into six CCSs to exchange interest payments and principal on maturity
on the same terms as the NOK denominated bonds and designated the CCSs as hedges of the variability of the USD functional currency
equivalent cash flows on the bond. Refer to Note 10 of our unaudited condensed consolidated financial statements for details on
our swap arrangements.
As of March 31, 2015, GasLog had $171.6
million of cash and cash equivalents, of which $83.3 million was held in time deposits and the remaining balance in current accounts.
Moreover, as of March 31, 2015, GasLog had $20.1 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 March 31, 2015, GasLog had $24.6 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 March 31, 2015, GasLog had an aggregate
of $2.2 billion of indebtedness outstanding under 11 credit agreements, of which $121.8 million is repayable within one year, including
$42.2 million under the revolving credit facility. As of March 31, 2015, GasLog had $124.3 million outstanding under the NOK bond
agreement that is payable in June 2018.
As of March 31, 2015, there was an undrawn
amount of $7.8 million from the revolving facility of GAS-two Ltd. which was available to be drawn under certain conditions. In
addition, there was a loan facility with an aggregate undrawn amount of $146.0 million available that was used to finance a portion
of the contract price of GasLog Salem upon its delivery.
As of March 31, 2015, GasLog’s commitments
for capital expenditures were related to the eight LNG carriers on order and the GasLog Salem, which had a gross aggregate
contract price of approximately $1.8 billion. As of March 31, 2015, the total remaining balance of the contract prices of the eight
newbuildings and the GasLog Salem was $1.6 billion, which will be funded with cash balances, cash from operations, proceeds
from the issuance of the Series A Preference Shares, existing undrawn debt and other financings we may enter into.
GasLog has hedged 44% of its expected floating
interest rate exposure at a weighted average interest rate of approximately 4.6% (including margin) as of March 31, 2015.
Our credit facilities are described in Note
12 of our annual audited consolidated financial statements included in our Annual Report on Form 20-F filed with the SEC on March
26, 2015 and Note 4 of our unaudited condensed consolidated financial statements included elsewhere in this report.
Working Capital Position
Taking into account generally expected market
conditions, we anticipate that cash flow generated from operations will be sufficient to fund our operations, including our working
capital requirements, to make the scheduled payments as per the shipbuilding contracts and to make the required principal and interest
payments on our indebtedness during the next 12 months.
As of March 31, 2015, our current assets
totaled $239.97 million while current liabilities totaled $208.70 million, resulting in a positive working capital position of
$31.27 million.
Cash Flows
Three-month period ended March 31, 2014 compared to the
three-month period ended March 31, 2015
The following table summarizes our net cash
flows from operating, investing and financing activities for the periods indicated:
|
|
For the three months ended |
|
Amounts are in thousands of U.S. Dollars |
|
March 31, 2014 |
|
|
March 31, 2015 |
|
Net cash provided by operating activities |
|
|
16,048 |
|
|
|
37,258 |
|
Net cash used in investing activities |
|
|
(7,254 |
) |
|
|
(491,473 |
) |
Net cash provided by financing activities |
|
|
172,368 |
|
|
|
414,931 |
|
Net Cash Provided by Operating Activities
Net cash provided
by operating activities increased by $21.21 million, from $16.05 million during the three-month period ended March 31, 2014 to
$37.26 million in the three-month period ended March 31, 2015. The increase was due to an increase of $39.85 million in revenue
collections, a decrease in cash from ship management creditors amounting to $6.80 million, partially offset by an increase of $6.47
million in payments for general and administrative expenses, operating expenses and inventories, an increase of $3.60 million in
cash paid for interest, an increase of $0.26 million in realized losses on interest rate swaps
held for trading and an increase of $15.11 million in payments for cash collaterals.
Net Cash Used in Investing Activities
Net cash used in investing activities increased
by $484.22 million, from $7.25 million in the three-month period ended March 31, 2014 to $491.47 million in the three-month period
ended March 31, 2015. The increase is mainly attributable to a $489.74 million increase in payments for the construction costs
of newbuildings and the acquisition of second-hand vessels and a $0.36 million increase in the acquisition of other tangible assets,
partially offset by the net increase in short-term investments of $5.66 million and a $0.25 million increase in dividends received
from Egypt LNG Services Ltd.
Net Cash Provided
by Financing Activities
Net cash provided by financing activities
increased by $242.56 million, from $172.37 million in the three-month period ended March 31, 2014 to $414.93 million in the three-month
period ended March 31, 2015. The increase is mainly attributable to an increase of $457.32 million in proceeds from our borrowings,
partially offset by a decrease of $199.54 million resulting from the net proceeds from the public offerings and private placement,
an increase of $8.29 million in dividend payments, an increase of $3.60 million in bank loan repayments, an increase of $1.81 million
in restricted cash and an increase of $1.52 million in payments of loan issuance costs.
Contracted Charter Revenues
The following table
summarizes GasLog’s (including the vessels contributed to GasLog Partners) contracted charter revenues and vessel utilization
as of May 6, 2015 after giving effect to the agreement with BG Group dated April 21, 2015.
Contracted Charter Revenues and Days from
Time Charters
| |
Contracted Charter Revenues and Days from Time Charters | |
| |
On and after April 1, | | |
For the years | |
| |
2015 | | |
2016 | | |
2017 | | |
2018 | | |
2019 | | |
2020-2029 | | |
Total | |
| |
(in millions of U.S. dollars, except days and percentages) | |
Contracted time charter revenues(1)(2)(3)(4)(5) | |
$ | 305.25 | | |
$ | 443.78 | | |
$ | 483.83 | | |
$ | 455.58 | | |
$ | 457.71 | | |
$ | 1,829.92 | | |
$ | 3,976.07 | |
Total contracted days(1) | |
| 4,217 | | |
| 5,955 | | |
| 6,417 | | |
| 6,015 | | |
| 5,977 | | |
| 22,248 | | |
| 50,829 | |
Total available days(6) | |
| 5,020 | | |
| 7,511 | | |
| 8,766 | | |
| 9,705 | | |
| 9,765 | | |
| 97,011 | | |
| 137,778 | |
Total unfixed days(7) | |
| 803 | | |
| 1,556 | | |
| 2,349 | | |
| 3,690 | | |
| 3,788 | | |
| 74,763 | | |
| 86,949 | |
Percentage of total contracted days/total available days(1) | |
| 84.00 | % | |
| 79.28 | % | |
| 73.20 | % | |
| 61.98 | % | |
| 61.21 | % | |
| 22.93 | % | |
| 36.89 | % |
| (1) | Reflects time charter revenues and contracted days for the nine LNG carriers delivered to us in 2010, 2013 and 2014, the eight
LNG carriers acquired from BG Group in April 2014, June 2014 and March 2015, the second-hand vessel acquired in 2013 and the seven
LNG carriers on order for which we have secured time charters. Calculations assume (i) that all the LNG carriers on order are delivered
on schedule and (ii) 30 off-hire days when the ship undergoes scheduled drydocking. Does not include charter revenues for the Methane
Nile Eagle, in which we hold a 25% minority interest. |
| (2) | Our ships are scheduled to undergo drydocking once every five years. Revenue calculations assume 365 revenue days per ship
per annum, with 30 off-hire days when the ship undergoes scheduled drydocking. |
| (3) | For time charters that include a fixed operating cost component subject to annual escalation, revenue calculations include
that fixed annual escalation. |
| (4) | For time charters that give the charterer the option to set the charter hire rate at prevailing market rates during an initial
portion of the time charter’s term, revenue calculations assume that the charterer does not elect such option. Revenue calculations
for these charters include an estimate of the amount of the operating cost component and the management fee component. |
| (5) | Revenue calculations assume no exercise of any option to extend the terms of charters. |
| (6) | Available days represent total calendar days after deducting 30 off-hire days when the ship undergoes scheduled drydocking. |
| (7) | Represents available days for the one newbuilding and the GasLog Salem (which do not have secured time charters), plus
available days for other ships after the expiration of existing charters (assuming charterers do not exercise any option to extend
the terms of charters). |
The table provides additional information
about our contracted charter revenues based on contracts in effect as of March 31, 2015 after giving effect to the agreement with
BG Group dated April 21, 2015 for (a) the eleven ships in our wholly owned fleet and the five ships in the GasLog Partners’
fleet for which we have secured time charters, (b) seven of our newbuildings on order and (c) the short-term charter party agreements
of the GasLog Chelsea and the GasLog Saratoga. Other than the assumptions reflected in the footnotes to the table,
including our assumption that our newbuildings are delivered on schedule. The table reflects only our contracted charter revenues
for the ships in our owned fleet for which we have secured time charters, and it does not reflect the costs or expenses we will
incur in fulfilling our obligations under the charters, nor does it include other revenues we may earn, such as revenues for technical
management of customer-owned ships. In particular, the table does not reflect any time charter revenues for the GasLog Salem
and one LNG carrier on order for which we have not yet secured time charter contracts, revenues from the GasLog Chelsea
and the GasLog Saratoga after the estimated completion of its short-term charter party agreements, any additional ships
we may acquire in the future, nor does it reflect the options under our time charters that permit our charterers to extend the
time charter terms for successive multi-year periods. The entry into time charter contracts for the remaining newbuilding on order
and the GasLog Salem which have no time charters in place, the GasLog Chelsea, the GasLog Saratoga and any
additional ships we may acquire or the exercise of options extending the terms of our existing charters, would result in an increase
in the number of contracted days and the contracted revenue for our fleet in the future. Although the contracted charter revenues
are based on contracted charter hire rate provisions, they reflect certain assumptions, including assumptions relating to future
ship operating costs. We consider the assumptions to be reasonable as of the date of this report, but if these assumptions prove
to be incorrect, our actual time charter revenues could differ from those reflected in the table. Furthermore, any contract is
subject to various risks, including performance by the counterparties or an early termination of the contract pursuant to its terms.
If the charterers are unable or unwilling to make charter payments to us, or if we agree to renegotiate charter terms at the request
of a charterer or if contracts are prematurely terminated for any reason, we would be exposed to prevailing market conditions at
the time, and our results of operations and financial condition may be materially adversely affected. Please see the disclosure
under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on March 26, 2015. For these
reasons, the contracted charter revenue information presented above is not fact and should not be relied upon as being necessarily
indicative of future results, and readers are cautioned not to place undue reliance on this information. Neither the Company’s
independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to
the information presented in the table, nor have they expressed any opinion or any other form of assurance on such information
or its achievability, and assume no responsibility for, and disclaim any association with, the information in the table.
Significant Accounting Policies
For a description of
all of our significant accounting policies, see Note 2 of our annual audited consolidated financial statements included in our
Annual Report on Form 20-F filed on March 26, 2015 and Note 2 of our unaudited condensed consolidated financial statements included
elsewhere in this report.
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, 2014 and March 31, 2015
(Amounts expressed in thousands of U.S. Dollars)
|
|
Note |
|
December 31, 2014 |
|
March 31, 2015 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
9,511 |
|
|
9,511 |
|
Investment in associate |
|
|
|
|
|
6,603 |
|
|
6,375 |
|
Deferred financing costs |
|
|
|
|
|
6,120 |
|
|
5,802 |
|
Other non-current assets |
|
|
|
|
|
5,785 |
|
|
20,688 |
|
Derivative financial instruments |
|
|
10 |
|
|
1,174 |
|
|
— |
|
Tangible fixed assets |
|
|
3 |
|
|
2,809,517 |
|
|
3,253,235 |
|
Vessels under construction |
|
|
3 |
|
|
142,776 |
|
|
174,946 |
|
Total non-current assets |
|
|
|
|
|
2,981,486 |
|
|
3,470,557 |
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
|
|
|
14,317 |
|
|
13,846 |
|
Dividends receivable and due from related parties |
|
|
5 |
|
|
1,869 |
|
|
1,472 |
|
Inventories |
|
|
|
|
|
4,953 |
|
|
4,046 |
|
Prepayments and other current assets |
|
|
|
|
|
4,443 |
|
|
4,261 |
|
Short-term investments |
|
|
|
|
|
28,103 |
|
|
20,102 |
|
Restricted cash |
|
|
|
|
|
22,826 |
|
|
24,633 |
|
Cash and cash equivalents |
|
|
|
|
|
211,974 |
|
|
171,613 |
|
Total current assets |
|
|
|
|
|
288,485 |
|
|
239,973 |
|
Total assets |
|
|
|
|
|
3,269,971 |
|
|
3,710,530 |
|
Equity and liabilities |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
8 |
|
|
810 |
|
|
810 |
|
Contributed surplus |
|
|
8 |
|
|
923,470 |
|
|
923,470 |
|
Reserves |
|
|
|
|
|
(12,002 |
) |
|
(16,290 |
) |
Treasury shares |
|
|
8 |
|
|
(12,576 |
) |
|
(12,491 |
) |
Retained earnings |
|
|
|
|
|
29,689 |
|
|
22,761 |
|
Equity attributable to owners of the Group |
|
|
|
|
|
929,391 |
|
|
918,260 |
|
Non-controlling interest |
|
|
|
|
|
323,646 |
|
|
327,002 |
|
Total equity |
|
|
|
|
|
1,253,037 |
|
|
1,245,262 |
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
|
|
|
|
9,668 |
|
|
9,851 |
|
Ship management creditors |
|
|
5 |
|
|
1,285 |
|
|
437 |
|
Amounts due to related parties |
|
|
5 |
|
|
181 |
|
|
101 |
|
Derivative financial instruments |
|
|
10 |
|
|
16,149 |
|
|
16,797 |
|
Other payables and accruals |
|
|
7 |
|
|
57,647 |
|
|
65,067 |
|
Borrowings—current portion |
|
|
4 |
|
|
116,431 |
|
|
116,451 |
|
Total current liabilities |
|
|
|
|
|
201,361 |
|
|
208,704 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
10 |
|
|
35,751 |
|
|
53,877 |
|
Borrowings—non-current portion |
|
|
4 |
|
|
1,778,845 |
|
|
2,201,707 |
|
Other non-current liabilities |
|
|
|
|
|
977 |
|
|
980 |
|
Total non-current liabilities |
|
|
|
|
|
1,815,573 |
|
|
2,256,564 |
|
Total equity and liabilities |
|
|
|
|
|
3,269,971 |
|
|
3,710,530 |
|
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 months ended March 31, 2014 and March 31, 2015
(Amounts expressed in thousands of U.S. Dollars, except per
share data)
|
|
|
|
For the three months ended |
|
|
|
Note |
|
March 31,
2014 |
|
March 31,
2015 |
|
Revenues |
|
|
|
|
|
57,071 |
|
|
97,326 |
|
Vessel operating and supervision costs |
|
|
|
|
|
(16,945 |
) |
|
(24,623 |
) |
Depreciation of fixed assets |
|
|
3 |
|
|
(11,190 |
) |
|
(22,695 |
) |
General and administrative expenses |
|
|
6 |
|
|
(6,263 |
) |
|
(11,159 |
) |
Profit from operations |
|
|
|
|
|
22,673 |
|
|
38,849 |
|
Financial costs |
|
|
11 |
|
|
(11,688 |
) |
|
(18,528 |
) |
Financial income |
|
|
|
|
|
82 |
|
|
63 |
|
Loss on swaps |
|
|
11 |
|
|
(5,115 |
) |
|
(6,979 |
) |
Share of profit of associate |
|
|
|
|
|
397 |
|
|
447 |
|
Total other expenses, net |
|
|
|
|
|
(16,324 |
) |
|
(24,997 |
) |
Profit for the period |
|
|
|
|
|
6,349 |
|
|
13,852 |
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
Owners of the Group |
|
|
|
|
|
6,349 |
|
|
4,342 |
|
Non-controlling interest |
|
|
|
|
|
— |
|
|
9,510 |
|
|
|
|
|
|
|
6,349 |
|
|
13,852 |
|
Earnings per share – basic and diluted |
|
|
14 |
|
|
0.09 |
|
|
0.05 |
|
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
For the three months ended March 31, 2014 and March 31, 2015
(Amounts expressed in thousands of U.S. Dollars)
|
|
|
|
For the three months ended |
|
|
|
Note |
|
March 31,
2014 |
|
March 31,
2015 |
|
Profit for the period |
|
|
|
|
|
6,349 |
|
|
13,852 |
|
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 |
|
|
10 |
|
|
305 |
|
|
(4,985 |
) |
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges |
|
|
10 |
|
|
413 |
|
|
284 |
|
Other comprehensive income/(loss) for the period |
|
|
|
|
|
718 |
|
|
(4,701 |
) |
Total comprehensive income for the period |
|
|
|
|
|
7,067 |
|
|
9,151 |
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
Owners of the Group |
|
|
|
|
|
7,067 |
|
|
(359 |
) |
Non-controlling interest |
|
|
|
|
|
— |
|
|
9,510 |
|
|
|
|
|
|
|
7,067 |
|
|
9,151 |
|
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 three months ended March 31, 2014 and March 31, 2015
(Amounts expressed in thousands of U.S. Dollars, except per
share data)
|
|
Share
Capital
(Note 8) |
|
Contributed
Surplus
(Note 8) |
|
Equity-
settled
employee
benefits
reserve |
|
|
Other
reserves |
|
|
Treasury
shares
(Note 8) |
|
|
Retained
earnings |
|
|
Attributable
to owners of
the Group |
|
|
Non -
controlling
interest |
|
|
Total |
|
Balance at January 1, 2014 |
|
629 |
|
614,964 |
|
11,232 |
|
|
(14,660 |
) |
|
— |
|
|
27,368 |
|
|
639,533 |
|
|
— |
|
|
639,533 |
|
Net proceeds from public offering and private placement |
|
132 |
|
198,946 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
199,078 |
|
|
— |
|
|
199,078 |
|
Dividend declared ($0.12 per share) |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(9,133 |
) |
|
(9,133 |
) |
|
— |
|
|
(9,133 |
) |
Expense recognized in respect of equity-settled employee benefits |
|
— |
|
— |
|
180 |
|
|
— |
|
|
— |
|
|
— |
|
|
180 |
|
|
— |
|
|
180 |
|
Profit for the period |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
6,349 |
|
|
6,349 |
|
|
— |
|
|
6,349 |
|
Other comprehensive income for the period |
|
— |
|
— |
|
— |
|
|
718 |
|
|
— |
|
|
— |
|
|
718 |
|
|
— |
|
|
718 |
|
Total comprehensive income for the period |
|
— |
|
— |
|
— |
|
|
718 |
|
|
— |
|
|
6,349 |
|
|
7,067 |
|
|
— |
|
|
7,067 |
|
Balance at March 31, 2014 |
|
761 |
|
813,910 |
|
11,412 |
|
|
(13,942 |
) |
|
— |
|
|
24,584 |
|
|
836,725 |
|
|
— |
|
|
836,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2015 |
|
810 |
|
923,470 |
|
12,716 |
|
|
(24,718 |
) |
|
(12,576 |
) |
|
29,689 |
|
|
929,391 |
|
|
323,646 |
|
|
1,253,037 |
|
Dividend declared (Note 8) |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(11,270 |
) |
|
(11,270 |
) |
|
(6,154 |
) |
|
(17,424 |
) |
Expense recognized in respect of equity-settled employee benefits |
|
— |
|
— |
|
498 |
|
|
— |
|
|
— |
|
|
— |
|
|
498 |
|
|
— |
|
|
498 |
|
Settlement of share based payments |
|
— |
|
— |
|
(85 |
) |
|
— |
|
|
85 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Profit for the period |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
4,342 |
|
|
4,342 |
|
|
9,510 |
|
|
13,852 |
|
Other comprehensive loss for the period |
|
— |
|
— |
|
— |
|
|
(4,701 |
) |
|
— |
|
|
— |
|
|
(4,701 |
) |
|
— |
|
|
(4,701 |
) |
Total comprehensive (loss)/income for the period |
|
— |
|
— |
|
— |
|
|
(4,701 |
) |
|
— |
|
|
4,342 |
|
|
(359 |
) |
|
9,510 |
|
|
9,151 |
|
Balance at March 31, 2015 |
|
810 |
|
923,470 |
|
13,129 |
|
|
(29,419 |
) |
|
(12,491 |
) |
|
22,761 |
|
|
918,260 |
|
|
327,002 |
|
|
1,245,262 |
|
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 three months ended March 31, 2014 and March 31, 2015
(Amounts expressed in thousands of U.S. Dollars)
|
|
|
|
For the three months ended |
|
|
Note |
|
March 31, 2014 |
|
|
March 31, 2015 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
6,349 |
|
|
|
13,852 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
Depreciation of fixed assets |
|
|
|
|
|
11,190 |
|
|
|
22,695 |
|
Share of profit of associate |
|
|
|
|
|
(397 |
) |
|
|
(447 |
) |
Financial income |
|
|
|
|
|
(82 |
) |
|
|
(63 |
) |
Financial costs |
|
|
|
|
|
11,688 |
|
|
|
18,528 |
|
Unrealized loss on swaps and ineffective portion of cash flow hedges |
|
|
|
|
|
2,767 |
|
|
|
4,498 |
|
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges |
|
|
|
|
|
413 |
|
|
|
284 |
|
Unrealized foreign exchange losses on cash and cash equivalents and short-term investments |
|
|
|
|
|
125 |
|
|
|
1,068 |
|
Expense recognized in respect of equity-settled share based payments |
|
|
|
|
|
180 |
|
|
|
498 |
|
|
|
|
|
|
|
32,233 |
|
|
|
60,913 |
|
Movements in working capital |
|
|
|
|
|
(4,939 |
) |
|
|
(8,805 |
) |
Cash provided by operations |
|
|
|
|
|
27,294 |
|
|
|
52,108 |
|
Interest paid |
|
|
|
|
|
(11,246 |
) |
|
|
(14,850 |
) |
Net cash provided by operating activities |
|
|
|
|
|
16,048 |
|
|
|
37,258 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
Payments for tangible fixed assets and vessels under construction |
|
|
|
|
|
(10,433 |
) |
|
|
(500,537 |
) |
Dividends received from associate |
|
|
|
|
|
750 |
|
|
|
1,000 |
|
Purchase of short-term investments |
|
|
|
|
|
(2,150 |
) |
|
|
(18,592 |
) |
Maturity of short-term investments |
|
|
|
|
|
4,500 |
|
|
|
26,603 |
|
Financial income received |
|
|
|
|
|
79 |
|
|
|
53 |
|
Net cash used in investing activities |
|
|
|
|
|
(7,254 |
) |
|
|
(491,473 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from bank loans |
|
|
|
|
|
2,681 |
|
|
|
460,000 |
|
Bank loan repayments |
|
|
|
|
|
(17,982 |
) |
|
|
(21,580 |
) |
Payment of loan issuance costs |
|
|
|
|
|
(2,649 |
) |
|
|
(4,171 |
) |
Net proceeds from public offering and private placement (net of underwriting discounts and commissions) |
|
|
|
|
|
199,965 |
|
|
|
— |
|
Payment of equity raising costs |
|
|
|
|
|
(514) |
|
|
|
(87 |
) |
Increase in restricted cash |
|
|
|
|
|
— |
|
|
|
(1,807 |
) |
Dividends paid |
|
|
|
|
|
(9,133 |
) |
|
|
(17,424 |
) |
Net cash provided by financing activities |
|
|
|
|
|
172,368 |
|
|
|
414,931 |
|
Effects of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
(125 |
) |
|
|
(1,077 |
) |
Increase/(decrease) in cash and cash equivalents |
|
|
|
|
|
181,037 |
|
|
|
(40,361 |
) |
Cash and cash equivalents, beginning of the period |
|
|
|
|
|
103,798 |
|
|
|
211,974 |
|
Cash and cash equivalents, end of the period |
|
|
|
|
|
284,835 |
|
|
|
171,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities |
|
|
12 |
|
|
|
|
|
|
|
|
Capital expenditures included in liabilities at the end of the period |
|
|
|
|
|
565 |
|
|
|
6,045 |
|
Equity raising costs included in liabilities at the end of the period |
|
|
|
|
|
372 |
|
|
|
41 |
|
Loan issuance costs included in liabilities at the end of the period |
|
|
|
|
|
729 |
|
|
|
3,432 |
|
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 three months ended March 31, 2014 and March 31, 2015
(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 “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 and through its vessel management services subsidiary. The Group’s operations are carried out from offices in
Piraeus, London, New York and Monaco. The registered office of GasLog is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
GasLog’s chairman, Peter G. Livanos, is GasLog’s largest shareholder through his ownership of Ceres Shipping Ltd.,
which controls Blenheim Holdings Ltd. As of March 31, 2015, entities controlled by members of the Livanos
family, including GasLog’s chairman, are deemed to beneficially own approximately 39.7% of GasLog’s issued and outstanding
common shares. As a result of his ownership of GasLog’s common shares, Mr. Livanos can effectively control the outcome of
most matters on which GasLog’s shareholders are entitled to vote.
As of March 31, 2015, GasLog holds a 42.5%
interest in GasLog Partners LP (“GasLog Partners” or the “Partnership”) and, as a result of its ownership
of the general partner, and the fact that the general partner elects the majority of the Partnership’s directors in accordance
with the Partnership Agreement, GasLog has the ability to control the Partnership’s affairs and policies. Consequently, GasLog
Partners is consolidated in the Group’s financial statements.
The accompanying unaudited condensed consolidated
financial statements include the financial statements of GasLog and its subsidiaries. Unless indicated otherwise, the subsidiaries
listed below were 100% held (either directly or indirectly) by GasLog. The Group structure as of March 31, 2015 was as follows:
Name |
|
Place of
incorporation |
|
Date of
incorporation |
|
Principal activities |
|
Cargo
capacity
(cbm) |
|
Vessel |
|
Delivery date |
Subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
GasLog Investments Ltd. |
|
BVI |
|
July 2003 |
|
Holding company |
|
— |
|
— |
|
— |
GasLog Carriers Ltd. |
|
Bermuda |
|
February 2008 |
|
Holding company |
|
— |
|
— |
|
— |
GasLog Shipping Company Ltd. |
|
Bermuda |
|
January 2006 |
|
Holding company |
|
— |
|
— |
|
— |
GasLog Partners GP LLC |
|
Marshall Islands |
|
January 2014 |
|
Holding company |
|
— |
|
— |
|
— |
GasLog Services UK Ltd. |
|
England and Wales |
|
May 2014 |
|
Service Company |
|
— |
|
— |
|
— |
GasLog Services US Inc. |
|
Delaware |
|
May 2014 |
|
Service Company |
|
— |
|
— |
|
— |
GasLog LNG Services Ltd. |
|
Bermuda |
|
August 2004 |
|
Vessel management services |
|
— |
|
— |
|
— |
GasLog Monaco S.A.M. |
|
Monaco |
|
February 2010 |
|
Service company |
|
— |
|
— |
|
— |
GAS-one Ltd. |
|
Bermuda |
|
February 2008 |
|
Vessel-owning company |
|
155,000 |
|
GasLog Savannah |
|
May 2010 |
GAS-two Ltd. |
|
Bermuda |
|
February 2008 |
|
Vessel-owning company |
|
155,000 |
|
GasLog Singapore |
|
July 2010 |
GAS-six Ltd. |
|
Bermuda |
|
February 2011 |
|
Vessel-owning company |
|
155,000 |
|
GasLog Skagen |
|
July 2013 |
GAS-seven Ltd. |
|
Bermuda |
|
March 2011 |
|
Vessel-owning company |
|
155,000 |
|
GasLog Seattle |
|
December 2013 |
GAS-eight Ltd. |
|
Bermuda |
|
March 2011 |
|
Vessel-owning company |
|
155,000 |
|
Solaris |
|
June 2014 |
GAS-nine Ltd. |
|
Bermuda |
|
June 2011 |
|
Vessel-owning company |
|
155,000 |
|
GasLog Saratoga |
|
December 2014 |
GAS-ten Ltd. |
|
Bermuda |
|
June 2011 |
|
Vessel-owning company |
|
155,000 |
|
GasLog Salem |
|
April 2015 |
GAS-eleven Ltd. |
|
Bermuda |
|
December 2012 |
|
Vessel-owning company |
|
174,000 |
|
Hull No. 2072 |
|
Q1 2016(1) |
GAS-twelve Ltd. |
|
Bermuda |
|
December 2012 |
|
Vessel-owning company |
|
174,000 |
|
Hull No. 2073 |
|
Q2 2016(1) |
GAS-thirteen Ltd. |
|
Bermuda |
|
July 2013 |
|
Vessel-owning company |
|
174,000 |
|
Hull No. 2102 |
|
Q3 2016(1) |
GAS-fourteen Ltd. |
|
Bermuda |
|
July 2013 |
|
Vessel-owning company |
|
174,000 |
|
Hull No. 2103 |
|
Q4 2016(1) |
GAS-fifteen Ltd. |
|
Bermuda |
|
August 2013 |
|
Vessel-owning company |
|
153,600 |
|
GasLog Chelsea |
|
October 2013 |
GAS-eighteen Ltd. |
|
Bermuda |
|
January 2014 |
|
Vessel-owning company |
|
145,000 |
|
Methane Lydon Volney |
|
April 2014 |
GAS-nineteen Ltd. |
|
Bermuda |
|
April 2014 |
|
Vessel-owning company |
|
145,000 |
|
Methane Alison Victoria |
|
June 2014 |
GAS-twenty Ltd. |
|
Bermuda |
|
April 2014 |
|
Vessel-owning company |
|
145,000 |
|
Methane Shirley Elisabeth |
|
June 2014 |
GAS-twenty one Ltd. |
|
Bermuda |
|
April 2014 |
|
Vessel-owning company |
|
145,000 |
|
Methane Heather Sally |
|
June 2014 |
GAS-twenty two Ltd. |
|
Bermuda |
|
May 2014 |
|
Vessel-owning company |
|
174,000 |
|
Hull No. 2130 |
|
Q3 2017(1) |
GAS-twenty three Ltd. |
|
Bermuda |
|
May 2014 |
|
Vessel-owning company |
|
174,000 |
|
Hull No. 2131 |
|
Q4 2017(1) |
GAS-twenty four Ltd. |
|
Bermuda |
|
June 2014 |
|
Vessel-owning company |
|
174,000 |
|
Hull No. 2800 |
|
Q3 2017(1) |
GAS-twenty five Ltd. |
|
Bermuda |
|
June 2014 |
|
Vessel-owning company |
|
174,000 |
|
Hull No. 2801 |
|
Q4 2017(1) |
GAS-twenty six Ltd. |
|
Bermuda |
|
January 2015 |
|
Vessel-owning company |
|
170,000 |
|
Methane Julia Louise |
|
March 2015 |
GAS-twenty seven Ltd. |
|
Bermuda |
|
January 2015 |
|
Vessel-owning company |
|
170,000 |
|
Methane Becki Anne |
|
March 2015 |
GasLog LNG Employee Incentive Scheme Ltd. |
|
Bermuda |
|
June 2008 |
|
Dormant |
|
— |
|
— |
|
— |
GasLog Shipping Limited |
|
BVI |
|
July 2003 |
|
Dormant |
|
— |
|
— |
|
— |
42.5% interest subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
GasLog Partners LP |
|
Marshall Islands |
|
January 2014 |
|
Holding company |
|
— |
|
— |
|
— |
GasLog Partners Holdings LLC |
|
Marshall Islands |
|
April 2014 |
|
Holding company |
|
— |
|
— |
|
— |
GAS-three Ltd. |
|
Bermuda |
|
April 2010 |
|
Vessel-owning company |
|
155,000 |
|
GasLog Shanghai |
|
January 2013 |
GAS-four Ltd. |
|
Bermuda |
|
April 2010 |
|
Vessel-owning company |
|
155,000 |
|
GasLog Santiago |
|
March 2013 |
GAS-five Ltd. |
|
Bermuda |
|
February 2011 |
|
Vessel-owning company |
|
155,000 |
|
GasLog Sydney |
|
May 2013 |
GAS-sixteen Ltd. |
|
Bermuda |
|
January 2014 |
|
Vessel-owning company |
|
145,000 |
|
Methane Rita Andrea |
|
April 2014 |
GAS-seventeen Ltd. |
|
Bermuda |
|
January 2014 |
|
Vessel-owning company |
|
145,000 |
|
Methane Jane Elizabeth |
|
April 2014 |
25% interest associates: |
|
|
|
|
|
|
|
|
|
|
|
|
Egypt LNG Shipping Ltd. |
|
Bermuda |
|
May 2010 |
|
Vessel-owning company |
|
145,000 |
|
Methane Nile Eagle |
|
December 2007 |
(1) |
For newbuildings, expected delivery dates are presented. |
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, 2014.
On May 5, 2015 GasLog’s board of directors authorized the unaudited condensed consolidated financial statements for issuance.
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, 2014.
Adoption of new and revised IFRS
(a) Standards and interpretations adopted in the current
period
No standards and amendments relevant to
the Group that were adopted in the current period had any material impact on the Group’s financial statements.
(b) Standards and amendments in issue not yet adopted
At the date of authorization of these unaudited
condensed consolidated financial statements, the following standards and amendments relevant to the Group were in issue but not
yet effective:
In October 2010, the IASB reissued
IFRS 9 Financial Instruments. IFRS 9 specifies how an entity should classify and measure financial assets and
financial liabilities. The new standard requires all financial assets to be subsequently measured at amortized cost or fair
value depending on the business model of the legal entity in relation to the management of the financial assets and the
contractual cash flows of the financial assets. The standard also requires a financial liability to be classified as either
at fair value through profit or loss or at amortized cost. In addition a new hedge accounting model was introduced, that is
designed to be more closely aligned with how entities undertake risk management activities when hedging financial and
non-financial risk exposures. In July 2014, the complete version of IFRS 9 was issued. The standard is effective for
accounting periods beginning on or after January 1, 2018 but early adoption is permitted. Management is currently evaluating
the impact of this standard on the Group’s consolidated financial statements.
In May 2014, the IASB issued IFRS 15
Revenue from Contracts with Customers, which applies to all contracts with customers: the main exceptions are leases, financial
instruments and insurance contracts. IFRS 15 specifies how and when an IFRS reporter will recognize revenue as well as requiring
such entities to provide users of financial statements with more informative, relevant disclosures. The standard supersedes IAS
18 Revenue, IAS 11 Construction Contracts and a number of revenue-related interpretations. The standard is effective
for annual periods beginning on or after January 1, 2017 but early adoption is permitted. Management is currently evaluating the
impact of this standard on the Group’s consolidated financial statements.
In September 2014, the IASB published Sale
or Contribution of Assets between an Investor and its Associate or Joint Venture as amendments to IFRS 10 Consolidated Financial
Statements and IAS 28 Investment in Associate and Joint Ventures. The amendments address a conflict between the requirements
of IFRS 10 and IAS 28 and clarify that in a transaction involving an associate or joint venture the extent of gain or loss recognition
depends on whether the assets sold or contributed constitute a business. They are effective for annual periods beginning on or
after January 1, 2016,
with earlier application being permitted. Management is currently
evaluating the impact of this standard.
The impact of all other IFRS standards
and amendments issued but not yet adopted is not expected to be material.
3. 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 |
|
|
|
|
|
|
|
|
At January 1, 2015 |
|
2,937,114 |
|
5,199 |
|
2,942,313 |
|
142,776 |
Additions |
|
465,250 |
|
1,163 |
|
466,413 |
|
32,170 |
At March 31, 2015 |
|
3,402,364 |
|
6,362 |
|
3,408,726 |
|
174,946 |
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
At January 1, 2015 |
|
130,597 |
|
2,199 |
|
132,796 |
|
— |
Depreciation expense |
|
22,560 |
|
135 |
|
22,695 |
|
— |
At March 31, 2015 |
|
153,157 |
|
2,334 |
|
155,491 |
|
— |
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
At December 31, 2014 |
|
2,806,517 |
|
3,000 |
|
2,809,517 |
|
142,776 |
At March 31, 2015 |
|
3,249,207 |
|
4,028 |
|
3,253,235 |
|
174,946 |
Vessels with an aggregate carrying amount
of $3,249,207 as of March 31, 2015 (December 31, 2014: $2,806,517) have been pledged as collateral under the terms of the Group’s
loan agreements.
On March 31, 2015, GasLog acquired two
170,000 cbm tri-fuel diesel electric LNG carriers from a subsidiary of BG Group plc (“BG Group”) for an aggregate cost
of $460,000 and chartered those vessels back to Methane Services Limited (“MSL”) for periods of 9 and 11 years respectively,
with further options by the charterer to extend the term of the time charter for each vessel by either three or five years. The
vessels acquired are the 2010-built Methane Becki Anne and Methane Julia Louise. GasLog supervised their construction
and has technically managed both ships since their delivery to BG Group in 2010. They have tri-fuel diesel electric propulsion
and on-board reliquefaction plants, which enable reduced consumption of natural gas at lower speeds.
The acquisition of the aforementioned vessels
was treated as an asset acquisition based on the absence of processes attached to the inputs. In addition, management considered
the charter party agreements entered into and has concluded that the contracted daily charter rate approximates the fair value
on the transaction completion dates, taking into account management’s understanding of the market. Consequently, all of the
purchase price was allocated to vessel cost.
Vessels under construction
In 2011, GAS-eight
Ltd., GAS-nine Ltd. and GAS-ten Ltd. entered into shipbuilding contracts with Samsung Heavy Industries Co. Ltd. (“Samsung”)
for the construction of three LNG carriers (155,000 cubic meters each) that are scheduled to be delivered on various dates in 2014
and 2015. The first vessel, the Solaris was delivered on June 30, 2014 and the second vessel, the GasLog Saratoga
was delivered on December 16, 2014. The last vessel, the GasLog Salem was delivered on April 30, 2015.
Vessels under construction represent scheduled
advance payments to the shipyards as well as certain capitalized expenditures. As of March 31, 2015, the Group has paid to the
shipyard $170,698 for the vessels that are under construction and expects to pay the remaining installments as they come due based
on the shipbuilding contracts (Note 9).
The vessels under construction costs as
of December 31, 2014 and March 31, 2015 are comprised of:
| |
December 31, 2014 | | |
March 31, 2015 | |
Progress shipyard installment payments | |
| 140,824 | | |
| 170,698 | |
Onsite supervision costs | |
| 1,796 | | |
| 2,744 | |
Shipyard commission | |
| (197 | ) | |
| (197 | ) |
Spare parts, equipment and other vessel delivery expenses | |
| 353 | | |
| 1,701 | |
Total | |
| 142,776 | | |
| 174,946 | |
4. Borrowings
| |
December 31, 2014 | | |
March 31, 2015 | |
Amounts due within one year | |
| 121,824 | | |
| 121,824 | |
Less: unamortized deferred loan issuance costs | |
| (5,393 | ) | |
| (5,373 | ) |
Borrowings – current portion | |
| 116,431 | | |
| 116,451 | |
Amounts due after one year | |
| 1,804,658 | | |
| 2,232,612 | |
Plus: unamortized premium | |
| 3,504 | | |
| 3,280 | |
Less: unamortized deferred loan issuance costs | |
| (29,317 | ) | |
| (34,185 | ) |
Borrowings – non-current portion | |
| 1,778,845 | | |
| 2,201,707 | |
Total | |
| 1,895,276 | | |
| 2,318,158 | |
Bank Loans
The main terms of the Group’s loan
facilities in existence as of December 31, 2014 have been disclosed in the annual audited consolidated financial statements for
the year ended December 31, 2014. Refer to Note 12 “Borrowings”. During the three months ended March 31, 2015, repayments
related to the loan facilities of $21,580 (three months ended March 31, 2014: $17,982) were made in accordance with repayment terms
and the following new agreements were concluded:
| • | On March 25, 2015, GAS-twenty six Ltd. and GAS-twenty seven Ltd., entered into a senior secured term loan facility of up to
$325,000 with ABN Amro Bank N.V., Commonwealth Bank of Australia, Credit Agricole Corporate and Investment Bank, Deutsche Bank
AG Filiale Deutschlandgeschäft, DNB Bank ASA, London Branch and ING Bank N.V., London Branch, and a subordinated term loan
facility of up to $135,000 with ABN Amro Bank N.V., Credit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft
and DNB Bank ASA, London Branch for the purpose of financing the acquisition of the Methane Becki Anne and the Methane
Julia Louise (Note 3). The senior secured term loan facility will be repaid in one bullet installment on the final maturity
date (March 2017) and the subordinated term loan facility will be repaid in four consecutive quarterly installments of $16,875,
beginning 15 months after the signing date, with a balloon payment equal to $67,500 payable on the final maturity date (March 2017).
The availability amounts were fully drawn on March 31, 2015. Both facilities bear interest at LIBOR plus a margin. The obligations
under the senior secured term loan facility and the bridge facility are secured by a first and second priority mortgage respectively,
over each of the relevant vessels and are guaranteed by GasLog and GasLog Carriers Ltd. |
The carrying amount of the Group’s
bank debt recognized in the unaudited condensed consolidated financial statements approximates its fair value after adjusting for
the unamortized loan issuance costs.
Senior Unsecured Notes
The main terms of the Group’s senior
unsecured bonds have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2014.
Refer to Note 12 “Borrowings”. The carrying amount of the bonds, net of unamortized financing costs and unamortized
premium, as of March 31, 2015 was $122,336 while its fair value was $125,698 based on a USD/ NOK exchange rate of 0.1243 as of
March 31, 2015.
The Group was in compliance with the bond
covenants as of March 31, 2015.
5. Related Party Transactions
The Group had the following balances with
related parties which have been included in the unaudited condensed consolidated statements of financial position:
Dividends receivable and due from related parties
| |
December 31, 2014 | | |
March 31, 2015 | |
Dividends receivable from associate | |
| 1,000 | | |
| 675 | |
Commission for newbuildings | |
| 789 | | |
| 789 | |
Other receivables | |
| 80 | | |
| 8 | |
Total | |
| 1,869 | | |
| 1,472 | |
Current Liabilities
| |
December 31, 2014 | | |
March 31, 2015 | |
Ship management creditors | |
| 97 | | |
| 226 | |
Amounts due to related parties | |
| 181 | | |
| 101 | |
Ship management creditors’ liability
comprises cash collected from Egypt LNG Shipping Ltd. to cover the obligations of its vessel under the Group’s management.
Amounts due to related parties of $101
as of March 31, 2015 (December 31, 2014: $181) represent expenses paid by a related party on behalf of the Group and payables to
other related parties for the office lease and other operating expenses.
6. General and Administrative Expenses
An analysis of general and administrative
expenses is as follows:
| |
Three months ended | |
| |
March 31, 2014 | | |
March 31, 2015 | |
Employee costs | |
| 3,657 | | |
| 4,306 | |
Board of directors’ fees | |
| 390 | | |
| 643 | |
Recognition of share-based payments | |
| 180 | | |
| 498 | |
Rent and utilities | |
| 349 | | |
| 555 | |
Travel and accommodation | |
| 397 | | |
| 508 | |
Legal and professional fees | |
| 796 | | |
| 2,239 | |
Foreign exchange differences, net | |
| 89 | | |
| 1,480 | |
Managers’ liability insurance | |
| 113 | | |
| 317 | |
Other expenses | |
| 292 | | |
| 613 | |
Total | |
| 6,263 | | |
| 11,159 | |
7. Other Payables and Accruals
An analysis of other payables and accruals
is as follows:
| |
December 31, 2014 | | |
March 31, 2015 | |
Social contributions | |
| 1,297 | | |
| 1,769 | |
Unearned revenue | |
| 24,180 | | |
| 25,709 | |
Accrued legal and professional fees | |
| 1,511 | | |
| 1,806 | |
Accrued board of directors’ fees | |
| 585 | | |
| 643 | |
Accrued employee costs | |
| 4,141 | | |
| 2,952 | |
Accrued off-hire | |
| 10,913 | | |
| 9,026 | |
Accrued crew costs | |
| 3,030 | | |
| 2,719 | |
Accrued purchases | |
| 4,523 | | |
| 6,797 | |
Accrued financing cost | |
| 476 | | |
| 3,229 | |
Accrued interest | |
| 6,087 | | |
| 7,779 | |
Other accruals | |
| 904 | | |
| 2,638 | |
Total | |
| 57,647 | | |
| 65,067 | |
8. Share Capital
GasLog’s authorized share capital consists
of 500,000,000 shares with a par value of $0.01 per share.
As of March 31, 2015, the share capital consisted
of 80,496,499 issued and outstanding common shares, par value $0.01 per share and 496,627 treasury shares. The movements in the
number of shares, the share capital, the contributed surplus and the treasury shares are reported in the following table:
| |
Number of Shares | | |
Amounts | |
| |
Number of common shares | | |
Number of treasury shares | | |
Total | | |
Share capital | | |
Contributed surplus | | |
Treasury shares | |
Outstanding as of January 1, 2015 | |
| 80,493,126 | | |
| 500,000 | | |
| 80,993,126 | | |
| 810 | | |
| 923,470 | | |
| (12,576 | ) |
Shares issued for stock options exercise | |
| 3,373 | | |
| (3,373 | ) | |
| — | | |
| — | | |
| — | | |
| 85 | |
Outstanding as of March 31, 2015 | |
| 80,496,499 | | |
| 496,627 | | |
| 80,993,126 | | |
| 810 | | |
| 923,470 | | |
| (12,491 | ) |
The treasury shares were acquired by GasLog
in 2014 in relation to the share-based payments (Note 13).
Dividend distribution
On February 26, 2015, the board of directors
declared a quarterly cash dividend of $0.14 per common share which was paid on March 13, 2015 to shareholders of record as of March
10, 2015 for a total amount of $11,270.
9. Commitments and Contingencies
(a) |
At March 31, 2015 the Group had the following commitments relating to buildings under operating leases: |
| |
March 31, 2015 | |
| |
| | |
Not later than one year | |
| 998 | |
Later than one year and not later than three years | |
| 1,259 | |
Later than three years and not later than five years | |
| 669 | |
More than five years | |
| 1,027 | |
Total operating lease commitment | |
| 3,953 | |
(b) |
Commitments relating to the vessels under construction (Note 3) at March 31, 2015 were as follows: |
| |
March 31, 2015 | |
| |
| | |
Not later than one year | |
| 411,039 | |
Later than one year and not later than three years | |
| 1,235,805 | |
Total vessels under construction commitment | |
| 1,646,844 | |
(c) | Future gross minimum revenues receivable upon collection of hire under non-cancellable time charter agreements for vessels
in operation as of March 31, 2015 are as follows (30 off-hire days are assumed when each vessel will undergo scheduled drydocking;
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): |
| |
March 31, 2015 | |
| |
| | |
Not later than one year | |
| 405,329 | |
Later than one year and not later than three years | |
| 743,871 | |
Later than three years and not later than five years | |
| 564,094 | |
More than five years | |
| 404,482 | |
Total future gross minimum charter hire | |
| 2,117,776 | |
Future gross minimum revenues disclosed
in the above table exclude the revenues of the vessels that are under construction.
Related to the acquisition of six
vessels from a subsidiary of BG Group in 2014 and another two vessels in 2015, the Group is committed to purchase depot
spares from BG Group with an aggregate value of $8,000 of which depot spares with value $1,860 have been purchased as of
March 31, 2015 and are included in Tangible fixed assets (Note 3). The remaining spares should be acquired before the end of
the initial term of the charter party agreements.
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.
10. Derivative Financial Instruments
The fair value of the derivative assets
is as follows:
| |
December 31, 2014 | | |
March 31, 2015 | |
Derivative assets designated and effective as hedging instruments carried at fair value | |
| | | |
| | |
Interest rate swaps | |
| 87 | | |
| — | |
Derivative assets carried at fair value through profit or loss (FVTPL) | |
| | | |
| | |
Interest rate swaps | |
| 1,087 | | |
| — | |
Total | |
| 1,174 | | |
| — | |
Derivative financial instruments, non-current assets | |
| 1,174 | | |
| — | |
Total | |
| 1,174 | | |
| — | |
The fair value of the derivative liabilities
is as follows:
| |
December 31, 2014 | | |
March 31, 2015 | |
Derivative liabilities designated and effective as hedging instruments carried at fair value | |
| | | |
| | |
Interest rate swaps | |
| 8,327 | | |
| 12,408 | |
Cross currency swaps | |
| 35,282 | | |
| 46,554 | |
Derivative liabilities carried at fair value through profit or loss (FVTPL) | |
| | | |
| | |
Interest rate swaps | |
| 8,291 | | |
| 11,712 | |
Total | |
| 51,900 | | |
| 70,674 | |
Derivative financial instruments, current liabilities | |
| 16,149 | | |
| 16,797 | |
Derivative financial instruments, non-current liabilities | |
| 35,751 | | |
| 53,877 | |
Total | |
| 51,900 | | |
| 70,674 | |
Interest rate swap agreements
The Group enters into
fixed 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 three-month U.S. dollar
LIBOR, and the Group effects quarterly payments to the bank on the notional amount at the respective fixed rates.
Interest rate swaps designated as cash flow hedging instruments
The principal terms of the interest rate
swaps designated as cash flow hedging instruments were as follows:
| |
| |
| |
| |
| |
| | |
Notional Amount | |
Subsidiary | |
Counterparty | |
Trade Date | |
Effective Date | |
Termination Date | |
Fixed Interest Rate | | |
December 31, 2014 | | |
March 31, 2015 | |
GAS-two Ltd. | |
DNB Bank ASA | |
Sept 2013 | |
Feb 2014 | |
April 2018 | |
| 1.69 | % | |
| 31,667 | | |
| 30,833 | |
GAS-two Ltd. | |
SEB(1) | |
Sept 2013 | |
Feb 2014 | |
April 2018 | |
| 1.66 | % | |
| 31,667 | | |
| 30,833 | |
GAS-six Ltd. | |
Nordea Bank Finland | |
Nov 2011 | |
July 2013 | |
July 2018 | |
| 2.04 | % | |
| 69,485 | | |
| 68,382 | |
GAS-nine Ltd. | |
CBA(2) | |
April 2014 | |
Dec 2014 | |
Dec 2019 | |
| 2.23 | % | |
| 62,500 | | |
| 61,631 | |
GAS-nine Ltd. | |
DNB Bank ASA | |
April 2014 | |
Dec 2014 | |
Dec 2019 | |
| 2.24 | % | |
| 62,500 | | |
| 61,631 | |
GAS-ten Ltd. | |
SEB(1) | |
April 2014 | |
Feb 2015 | |
Feb 2020 | |
| 2.25 | % | |
| 62,500 | | |
| 62,500 | |
GAS-ten Ltd. | |
ING | |
May 2014 | |
Feb 2015 | |
Feb 2020 | |
| 2.23 | % | |
| 62,500 | | |
| 62,500 | |
Gas-fifteen Ltd.(3) | |
Citibank | |
July 2014 | |
Sept 2014 | |
Sept 2018 | |
| 0.66%/ 2.89 | % | |
| 93,330 | | |
| 89,995 | |
| |
| |
| |
| |
| |
| | | |
| 476,149 | | |
| 468,305 | |
(1) |
Skandinavinska Enskilda Banken AB (publ) |
(2) |
Commonwealth Bank of Australia |
(3) |
The fixed interest rate is agreed at 0.66% until September 2016 and at 2.89% from September 2016 to September 2018. |
For the three months ended March 31, 2015,
the effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments amounting to a loss
of $5,619 has been recognized in Other comprehensive income (for the three months ended March 31, 2014: $984). Additionally, for the three months ended March 31, 2015, a loss of $1,439 was recycled to profit or loss representing the realized loss on cash flow hedges (Note 11) (for the three months ended March 31, 2014: $1,031)
Interest rate swaps held for trading
The principal terms
of the interest rate swaps held for trading were as follows:
| |
| |
| |
| |
| |
| | |
Notional Amount | |
Subsidiary | |
Counterparty | |
Trade Date | |
Effective Date | |
Termination Date | |
Fixed Interest Rate | | |
December 31, 2014 | | |
March 31, 2015 | |
GAS-eight Ltd. | |
SEB | |
Feb 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.26 | % | |
| 41,684 | | |
| 41,079 | |
GAS-eight Ltd. | |
ING Bank N.V. | |
Feb 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.26 | % | |
| 41,684 | | |
| 41,079 | |
GAS-eight Ltd. | |
SEB | |
May 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.05 | % | |
| 13,416 | | |
| 13,221 | |
GAS-eight Ltd. | |
ING Bank N.V. | |
May 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.05 | % | |
| 13,416 | | |
| 13,221 | |
GAS-eight Ltd. | |
DNB Bank ASA | |
May 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.05 | % | |
| 13,416 | | |
| 13,221 | |
GAS-eight Ltd. | |
CBA | |
May 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.06 | % | |
| 13,416 | | |
| 13,221 | |
GAS-one Ltd. (1) | |
Danish Ship Finance | |
Oct 2011 | |
Nov 2011 | |
May 2020 | |
| 2.10 | % | |
| 68,516 | | |
| 67,410 | |
GAS-one Ltd. (1) | |
Danish Ship Finance | |
June 2013 | |
Aug 2013 | |
May 2020 | |
| 2.03 | % | |
| 59,385 | | |
| 58,427 | |
GAS-six Ltd. (1) | |
ABN-AMRO Bank | |
May 2012 | |
July 2013 | |
July 2019 | |
| 1.72 | % | |
| 58,831 | | |
| 57,897 | |
GAS-seven Ltd (1) | |
Credit Suisse AG | |
Mar 2012 | |
Nov 2013 | |
Nov 2020 | |
| 2.23 | % | |
| 102,000 | | |
| 100,500 | |
GAS-seven Ltd. (1) | |
Credit Suisse AG | |
April 2014 | |
May 2014 | |
May 2019 | |
| 1.77 | % | |
| 34,000 | | |
| 33,500 | |
GAS-two Ltd. (1) | |
CBA | |
Sept 2013 | |
Feb 2014 | |
April 2018 | |
| 1.69 | % | |
| 31,667 | | |
| 30,833 | |
| |
| |
| |
| |
| |
| | | |
| 491,431 | | |
| 483,609 | |
(1) During the three-month period
ended March 31, 2015, the amount of the cumulative loss from the period that these hedges were effective that was recycled to profit
or loss was $284 (for the three-month period ended March 31, 2014: $413, including the effect from the interest rate swaps of GAS-three
Ltd. and GAS-four Ltd. terminated in November 2014).
The derivative instruments listed above
were not designated as cash flow hedging instruments as of March 31, 2015. The change in the fair value of these contracts for
the three months ended March 31, 2015 amounted to a net loss of $4,509 (for the three months ended March 31, 2014 amounted to a
net loss of $2,772), which was recognized against earnings in the period incurred and is included in Loss on swaps. During the
three-month period ended March 31, 2015, the net loss of $4,509 derived mainly from the fact that the LIBOR yield curve, which
was used to calculate the present value of the estimated future cash flows, was lower than the agreed fixed interest rates resulting
in an increase in derivative liabilities from interest rate swaps held for trading.
Cross-currency swap agreements (“CCS”)
The Group enters into CCSs which convert
the floating interest rate exposure and the variability of the USD functional currency equivalent cash flows into a fixed interest
rate and principal on maturity in order to hedge the Group’s exposure to fluctuations deriving from its senior unsecured
notes which are denominated in NOK.
The principal terms of the CCSs designated
as cash flow hedging instruments were as follows:
| |
| |
| |
| |
| |
| | |
Notional Amount | |
Company | |
Counterparty | |
Trade Date | |
Effective Date | |
Termination Date | |
| Fixed
Interest Rate | | |
| December 31, 2014 | | |
| March 31, 2015 | |
GasLog Ltd. | |
DNB Bank ASA | |
June 2013 | |
June 2013 | |
June 2018 | |
| 7.40 | % | |
| 27,732 | | |
| 27,732 | |
GasLog Ltd. | |
SEB | |
June 2013 | |
June 2013 | |
June 2018 | |
| 7.41 | % | |
| 27,731 | | |
| 27,731 | |
GasLog Ltd. | |
Nordea Bank Finland | |
June 2013 | |
June 2013 | |
June 2018 | |
| 7.43 | % | |
| 27,743 | | |
| 27,743 | |
GasLog Ltd. | |
DNB Bank ASA | |
April 2014 | |
May 2014 | |
June 2018 | |
| 5.99 | % | |
| 27,871 | | |
| 27,871 | |
GasLog Ltd. | |
SEB | |
April 2014 | |
May 2014 | |
June 2018 | |
| 5.99 | % | |
| 27,871 | | |
| 27,871 | |
GasLog Ltd. | |
Nordea Bank Finland | |
April 2014 | |
May 2014 | |
June 2018 | |
| 5.99 | % | |
| 27,871 | | |
| 27,871 | |
| |
| |
| |
| |
| |
| | | |
| 166,819 | | |
| 166,819 | |
For the three months ended March 31, 2015,
the effective portion of changes in the fair value of CCSs amounting to a loss of $11,809 has been recognized in Other comprehensive
income (for the three months ended March 31, 2014 amounted to a gain of $1,191). For the three months ended March 31, 2015, a loss of $537 was recycled to profit or loss representing the realized loss on CCSs in relation to the interest expenses component of the hedge (Note 11) (for the three months ended March 31, 2014: $76). Additionally, for the three months ended March
31, 2015, a gain of $10,467 was reclassified to profit or loss to offset the amount recognized in profit or loss for the retranslation
of the bonds in U.S. dollars as of March 31, 2015 (for the three months ended March 31, 2014 a loss of $1,009).
11. Financial Costs and Loss on Swaps
An analysis of financial costs and loss
on swaps is as follows:
| |
Three months ended |
| |
March 31, 2014 | | |
March 31, 2015 | |
Amortization of deferred loan issuance costs and premium | |
| 1,224 | | |
| 1,946 | |
Interest expense on loans and realized loss on cash flow hedges | |
| 8,116 | | |
| 13,558 | |
Interest expense on Bond and realized loss on cross-currency swaps | |
| 1,542 | | |
| 2,794 | |
Other financial costs including bank commissions | |
| 806 | | |
| 230 | |
Total financial costs | |
| 11,688 | | |
| 18,528 | |
| |
| | | |
| | |
Realized loss on interest rate swaps held for trading | |
| 1,935 | | |
| 2,197 | |
Unrealized loss on interest rate swaps held for trading (Note 10) | |
| 2,772 | | |
| 4,509 | |
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges (Note 10) | |
| 413 | | |
| 284 | |
Ineffective portion of cash flow hedges | |
| (5 | ) | |
| (11 | ) |
Total loss on swaps | |
| 5,115 | | |
| 6,979 | |
12. Non-cash Items on Statements of Cash Flows
As of March 31, 2015, there were
capital expenditures of $6,045 that have not been paid during the three months ended March 31, 2015 and were included in current
liabilities (December 31, 2014: $7,999). Also, as of March 31, 2014, there were capital expenditures of $565 that had not
been paid during the three months ended March 31, 2014 and were included in current liabilities (December 31, 2013: $691, net receivable).
As of March 31, 2015, there were equity
raising costs of $41 that have not been paid during the three months ended March 31, 2015 and were included in current liabilities
(December 31, 2014: $174). Also, as of March 31, 2014, there were equity raising costs of $372 that had not been paid during the
three months ended March 31, 2014 and were included in current liabilities (December 31, 2013: nil).
As of March 31, 2015, there were loan issuance
costs of $3,432 that have not been paid during the three months ended March 31, 2015 and were included in current liabilities (December
31, 2014: $903). Also, as of March 31, 2014, there were loan issuance costs of $729 that had not been paid during the three months
ended March 31, 2014 and were included in current liabilities (December 31, 2013: $2,494).
13. Share-Based Payments
The terms of the 2013 Omnibus Incentive
Compensation Plan (the “Plan”) and the assumptions for the valuation of Restricted Stock Units (“RSUs”)
and Stock Appreciation Rights (“SARs”) have been disclosed in Note 19 “Share-Based Payments” in the annual
audited consolidated financial statements for the year ended December 31, 2014.
In accordance with the terms of the Plan,
there are only service condition requirements. The awards will be settled in cash or in shares which is at the sole discretion
of the compensation committee of the board of directors and hence these have been treated as equity settled as the Group has no
present obligation or intention to settle in cash. The amount to be settled for each SAR exercised is computed in each case, as
the excess, if any, of the fair market value (the closing price of shares) on the exercise date over the exercise price of the
SAR.
Movement in RSUs and SARs during the period
The summary of RSUs and SARs is presented
below:
| |
Number of awards | | |
Weighted average exercise price per share | | |
Weighted average share price at the date of exercise | | |
Weighted average contractual life | | |
Aggregate fair value | |
RSUs | |
| | | |
| | | |
| | | |
| | | |
| | |
Outstanding as of December 31, 2014 | |
| 139,669 | | |
| — | | |
| — | | |
| 1.82 | | |
| 2,465 | |
Vested during the period | |
| (3,373 | ) | |
| — | | |
| — | | |
| — | | |
| (54 | ) |
Outstanding as of March 31, 2015 | |
| 136,296 | | |
| — | | |
| — | | |
| 1.58 | | |
| 2,411 | |
SARs | |
| | | |
| | | |
| | | |
| | | |
| | |
Outstanding as of December 31, 2014 | |
| 590,353 | | |
| 18.45 | | |
| — | | |
| 8.78 | | |
| 2,437 | |
Outstanding as of March 31, 2015 | |
| 590,353 | | |
| 18.45 | | |
| — | | |
| 8.53 | | |
| 2,437 | |
As of March 31, 2015, 99,836 SARs have vested
but not been exercised.
The total expense recognized in respect of
equity-settled employee benefits for the three months ended March 31, 2015 was $498 (for the three months ended March 31, 2014:
$180).
14. Earnings per Share (“EPS”)
Basic earnings per share was calculated
by dividing the net profit for the period attributable to the owners of the Group by the weighted average number of common shares
issued and outstanding during the period.
Diluted earnings per share is calculated
by dividing the profit for the period attributable to the owners of the Group by the weighted average number of all potential ordinary
shares assumed to have been converted into common shares, unless such potential ordinary shares have an antidilutive effect.
The following reflects the earnings and
share data used in the basic and diluted earnings per share computations:
| |
Three months ended | |
| |
March 31, 2014 | | |
March 31, 2015 | |
Basic earnings per share | |
| | |
| |
Profit for the period attributable to owners of the Group | |
| 6,349 | | |
| 4,342 | |
Weighted average number of shares outstanding, basic | |
| 72,868,580 | | |
| 80,495,749 | |
Basic earnings per share | |
| 0.09 | | |
| 0.05 | |
Diluted earnings per share | |
| | | |
| | |
Profit for the period attributable to owners of the Group used in the calculation of diluted earnings per share | |
| 6,349 | | |
| 4,342 | |
Weighted average number of shares outstanding, basic | |
| 72,868,580 | | |
| 80,495,749 | |
Dilutive potential ordinary shares | |
| 138,797 | | |
| 142,643 | |
Weighted average number of shares used in the calculation of diluted earnings per share | |
| 73,007,377 | | |
| 80,638,392 | |
Diluted earnings per share | |
| 0.09 | | |
| 0.05 | |
The Group excluded the dilutive effect
of 285,024 SARs in calculating diluted EPS for the three months ended March 31, 2015, as they were anti-dilutive (March 31, 2014:
nil).
15. Subsequent Events
On April 7, 2015,
GasLog completed a public offering of 4,600,000 shares of 8.75% Series A Preference Shares, par value $0.01 per share, liquidation
preference $25.00 per share, which priced at $25.00 per share, including 600,000 shares issued upon the exercise in full by the
underwriters of their option to purchase additional Series A Preference Shares. The net proceeds from the offering after deducting
underwriting discounts, commissions and other offering expenses were $110,698.
On April 21, 2015, GasLog and GasLog
Partners announced the agreement to charter to MSL three of GasLog’s uncontracted newbuildings that are currently under
construction. MSL also has an option to elect to charter an additional six newbuildings provided it makes that election
within 2015. The details of that transaction are set out in the Press Release dated April 21, 2015, which was attached as an
exhibit to our report on Form 6-K/A furnished to the Securities and Exchange Commission on April 24, 2015. Additionally, on
April 20, 2015, the lenders to the GasLog Partners’ facility agreement unanimously approved, subject only to
final documentation, such changes to the facility agreement as are required to reflect the referenced changes to
these charters.
On April 30, 2015, GasLog took delivery
of the GasLog Salem, an LNG carrier of 155,000 cubic meters capacity with tri-fuel diesel electric propulsion constructed
by Samsung.
On May 5, 2015, the
board of directors declared a quarterly cash dividend of $0.14 per common share payable on May 21, 2015 to shareholders of record
as of May 18, 2015.
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