UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

 

For the month of August 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
   
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): o
 

The press release issued by GasLog Ltd. on August 6, 2015 relating to its results for the second 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statement on Form S-8 (File No. 333-187020), filed with the SEC on March 4, 2013, in each case to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the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   Description
     
99.1   Press Release dated August 6, 2015
     
99.2   Financial Report for the Three and Six Months Ended June 30, 2015
     
    Management’s Discussion and Analysis of Financial Condition and Results of Operation
     
    Unaudited Condensed Consolidated Financial Statements
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date August 6, 2015          
           
  GASLOG LTD.,  
           
    by /s/ Paul Wogan  
      Name: Paul Wogan  
      Title:   Chief Executive Officer  
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Exhibit 99.1

 

Press Release

 

GasLog Ltd. Reports Financial Results for the Quarter Ended June 30, 2015

 

Monaco, August 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 June 30, 2015.

 

Highlights

 

· Agreement with BG Group plc (“BG Group”) to charter three newbuildings for approximately 10-year charters at attractive rates with an option to charter an additional six newbuildings.
   
· Announced the completion of the dropdown of three vessels to GasLog Partners LP (“GasLog Partners”) for $483.0 million – the recommended increase by GasLog Partners’ management in the Partnership’s distribution exceeds the 25% incentive distribution rights (“IDR”) threshold.
   
· Completed public offering of 8.75% Series A Preference Shares including full exercise of underwriters “greenshoe” option, raising net proceeds of $110.7 million.
   
· Further increased customer portfolio through short-term charters.
   
· Quarterly dividend of $0.14 per common share payable on August 20, 2015.
   
· Earnings per share (“EPS”) of $0.07 (Q2 2014: $0.02), EBITDA(1) of $66.5 million (Q2 2014: $46.5 million) and Profit of $16.7 million (Q2 2014: $3.5 million) for the quarter ended June 30, 2015.
   
· Adjusted EPS(1) of $0.00(2) (Q2 2014: $0.15), Adjusted EBITDA(1) of $64.5 million (Q2 2014: $46.6 million) and Adjusted Profit(1) of $10.9 million (Q2 2014: $13.6 million) for the quarter ended June 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 definition and reconciliation of these measures to the most directly comparable financial measures calculated and presented in accordance with IFRS, please refer to Exhibit II at the end of this press release.

 

(2) For the calculation of Adjusted EPS, the Profit for the period of $16.7 million was offset by the Profit attributable to the non-controlling interest of $8.5 million, the dividend on preferred stock of $2.3 million and the adjustments of $5.8 million related to non-cash gain on swaps and foreign exchange gains.

 

CEO Statement

 

Paul Wogan, Chief Executive Officer, commented “GasLog continued to execute on its long-term business strategy in the second quarter. We added $845.0 million of long-term contracted revenue from the transaction we announced with a subsidiary of BG Group in April 2015. This agreement places three of our four open newbuildings on approximately ten-year charters at attractive rates. We also dropped down three vessels into GasLog Partners for an aggregate price of $483.0 million. At the recommended distribution increase by GasLog Partners management, the distribution will move into the 25% IDR split less than 18 months after GasLog Partners’ initial public offering (“IPO”). This results in greater incremental cashflow for the GP holding, enhancing GasLog’s sum of the parts valuation.

 

Despite a challenging short-term market, we have been active during the quarter and have placed our vessels on a number of short-term fixtures adding a number of excellent new customers. We believe that GasLog remains well positioned to continue growing into attractive future markets for LNG shipping and with seven of its eight undelivered vessels on long-term contracts of between seven and ten years, we have a solid financial and operational platform on which we can continue to build.”

 

Dividend Declaration

 

On August 5, 2015, the board of directors declared a quarterly cash dividend of $0.14 per common share payable on August 20, 2015 to shareholders of record as of August 17, 2015.

 

Agreement with BG Group

 

On April 21, 2015, GasLog and GasLog Partners announced the agreement to charter to Methane Services Limited (“MSL”), a subsidiary of BG Group, 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.

 

Completion of GasLog Partners Dropdown Transaction

 

On July 1, 2015, GasLog completed the sale of three LNG carriers, the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally to GasLog Partners for $483.0 million including $3.0 million of positive net working capital. To partially fund the acquisition, GasLog Partners launched and completed an equity offering of 7,500,000 common units and issued 153,061 general partner units to GasLog. The proceeds were used to partially finance the acquisition from GasLog of 100% of the ownership interests in GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., the entities that each own one of the three 145,000 cbm LNG carriers mentioned above.

 

As part of the transaction, GasLog Partners will recommend to its Board an increase in distribution of approximately 10%. This takes the distribution through the 25% incentive distribution right (“IDR”) threshold, resulting in GasLog receiving a greater amount of future incremental cashflows at GasLog Partners.

 

Issuance of 4.6 million Series A Cumulative Redeemable Perpetual Preference Shares (the “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 (including 600,000 shares issued upon the exercise in full by the underwriters of their option to purchase additional Series A Preference Shares), par value $0.01 per share, liquidation preference

4

$25.00 per share, which was priced at $25.00 per share. 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”.

 

On June 19, 2015, the board of directors declared the initial dividend on the Series A Preference Shares of $0.510417 per share or $2.35 million in the aggregate payable on July 1, 2015 to holders of record as of June 30, 2015. GasLog paid the declared dividend to the transfer agent in June 2015.

 

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”). The GasLog Salem is currently operating in the spot market and has been active since delivery with a number of different charterers.

 

Financial Summary

 

In millions of U.S. dollars except per share data    
   For the three months ended 
   June 30, 2014   June 30, 2015 
Revenues  $73.2   $104.4 
Profit  $3.5   $16.7 
Adjusted Profit(1)  $13.6   $10.9 
EBITDA(1)  $46.5   $66.5 
Adjusted EBITDA(1)  $46.6   $64.5 
EPS  $0.02   $0.07 
Adjusted EPS(1)  $0.15   $0.00 

 

There were 1,464 operating days for the quarter ended June 30, 2015, as compared to 976 operating days for the quarter ended June 30, 2014. The increase in operating days resulted from the new vessel deliveries and on-the-water vessel acquisitions during 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, the Methane Becki Anne and the Methane Julia Louise were acquired on March 31, 2015 and the GasLog Salem was delivered on April 30, 2015.

 

Profit was $16.7 million for the quarter ended June 30, 2015 ($3.5 million for the quarter ended June 30, 2014). This increase is mainly attributable to the increase in operating days and the increase in gain on swaps, partially offset by the increase in financial costs due to the increase in average outstanding debt related to vessel deliveries and acquisitions.

 

Adjusted Profit(1) was $10.9 million for the quarter ended June 30, 2015 ($13.6 million for the quarter ended June 30, 2014) adjusted for the effects of the write-off of unamortized loan fees, the non-cash gain/loss on swaps and the foreign exchange gains/losses.

 

EBITDA(1) was $66.5 million for the quarter ended June 30, 2015 ($46.5 million for the quarter ended June 30, 2014). The increase in EBITDA is attributable to the increase in revenues from the increased fleet, partially offset by the associated increase in vessel operating and supervision costs.

 

Adjusted EBITDA(1) was $64.5 million for the quarter ended June 30, 2015 ($46.6 million for the quarter ended June 30, 2014).

 

EPS was $0.07 for the quarter ended June 30, 2015 ($0.02 for the quarter ended June 30, 2014). The increase in EPS is attributable to the increase in Profit partially offset by the increase in Profit attributable to non-controlling interest and the dividend on preferred stock.

 

Adjusted EPS(1) was $0.00 for the quarter ended June 30, 2015 ($0.15 for the quarter ended June 30, 2014). The decrease in Adjusted EPS is attributable to the decrease in Adjusted Profit, the increase in Profit attributable to non-controlling interest and the dividend on preferred stock.

 

Revenues were $104.4 million for the quarter ended June 30, 2015 ($73.2 million for the quarter ended June 30, 2014).

 

Vessel operating and supervision costs were $29.9 million for the quarter ended June 30, 2015 ($19.1 million for the quarter ended June 30, 2014).

 

Depreciation of fixed assets was $27.3 million for the quarter ended June 30, 2015 ($15.9 million for the quarter ended June 30, 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.

 

General and administrative expenses were $8.3 million for the quarter ended June 30, 2015 ($8.0 million for the quarter ended June 30, 2014). The increase derives mainly from the increase in legal fees and other professional services related to increased audit and other professional services including the Partnership’s requirements of being a public company, and the increase in personnel related expenses related to the growth of the Group, partially offset by the increase in net foreign exchange gains.

 

Financial costs were $24.2 million for the quarter ended June 30, 2015 ($17.7 million for the quarter ended June 30, 2014). The increase is mainly attributable to an increase of $7.7 million in interest expense deriving from higher weighted average outstanding debt and realized loss on cash flow hedges. An analysis of financial costs is set forth below.

 

(All amounts expressed in thousands of U.S. dollars    
   For the three months ended 
   June 30, 2014   June 30, 2015 
Financial costs          
Amortization of deferred loan issuance costs and premium including the write-off of the unamortized loan fees  $4,615   $3,053 
Interest expense on loans and realized loss on cash flow hedges   10,328    18,064 
Interest expense on bond and realized loss on cross-currency swaps   2,279    2,825 
Other financial costs, net   447    304 
Total  $17,669   $24,246 
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Gain on swaps was $1.6 million for the quarter ended June 30, 2015 ($9.6 million loss for the quarter ended June 30, 2014). An analysis of gain/loss on swaps is set forth below.

 

(All amounts expressed in thousands of U.S. dollars)    
   For the three months ended 
   June 30, 2014   June 30, 2015 
Loss/(gain) on swaps          
Realized loss on interest rate swaps held for trading  $2,760   $2,158 
Unrealized loss/(gain) on interest rate swaps held for trading   4,703    (4,079)
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges   1,912    283 
Ineffective portion on cash flow hedges   207     
Total  $9,582   $(1,638)

 

(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 June 30, 2015 (including the seven 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 $3.9 billion (2) on June 30, 2015, including the eight vessels 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 June 30, 2015, GasLog had $422.0 million of cash and cash equivalents, of which $101.1 million was held in time deposits and the remaining balance in current accounts. Moreover, as of June 30, 2015, GasLog had $3.0 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 June 30, 2015, GasLog had $46.0 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 June 30, 2015, GasLog had an aggregate of $2.4 billion of indebtedness outstanding under eleven credit facilities, of which $597.7 million is repayable within one year, including $42.2 million under the revolving credit facility. As of June 30, 2015, GasLog had $126.9 million outstanding under the NOK bond agreement that is payable in June 2018.

 

As of June 30, 2015, there was an undrawn amount of $7.8 million under the revolving facility of GAS-two Ltd. which is available to be drawn under certain conditions.

 

As of June 30, 2015, GasLog’s commitments for capital expenditures are related to the eight LNG carriers on order, which have a gross aggregate contract price of approximately $1.6 billion. As of June 30, 2015, the total remaining balance of the contract prices of the eight newbuildings was $1.5 billion. We will be required to procure additional financing in order to fund the remaining installment payments for our eight newbuildings, expected to be delivered to us in 2016, 2018 and 2019, to the extent such installment payments are not funded with cash generated by our operations or equity offering proceeds. Accordingly, we are currently in discussions to arrange financing for the acquisition of such newbuildings, for seven of which we have already secured long-term time charters with MSL.

 

GasLog has hedged 43.8% of its expected floating interest rate exposure at a weighted average interest rate of approximately 4.6% (including margin) as of June 30, 2015.

 

Future Deliveries

 

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   Delivery date
Hull No. 2072   Q1 2016
Hull No. 2073   Q2 2016
Hull No. 2102   Q3 2016
Hull No. 2103   Q4 2016
Hull No. 2130   Q1 2018
Hull No. 2800   Q1 2018
Hull No. 2801   Q1 2018
Hull No. 2131   Q1 2019
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Our subsidiaries that own the vessels expected to be delivered in 2016 have signed seven to ten year time charters with MSL at attractive rates. Our subsidiaries that own the three vessels expected to be delivered in 2018 have entered into 9.5 year time charters with MSL at similar rates. GasLog currently has one newbuilding on order that is not fixed on a long-term contract.

 

GasLog Partners has options and other certain acquisition rights under which it may acquire additional LNG carriers from us.

 

LNG Market Update and Outlook

 

There have been a number of positive developments that should support long-term growth in the LNG sector despite a current weakness in the LNG spot market. The 13.5 million tonnes per annum (“mtpa”) Cheniere-led Corpus Christi project received US Department of Energy approval in May and final investment decision (“FID”) was taken shortly thereafter. Corpus Christi is the fifth U.S. project to enter the construction phase and will contribute to a significant ramp up in LNG supply through the remainder of this decade. The Cheniere-led Sabine Pass project announced that it had taken FID on a fifth train (4.5 mtpa) after the quarter end, adding to the 18 million tonnes currently under construction at the site. Also during the quarter, Shell placed a multi-billion dollar order for three floating LNG vessels from Samsung, which we believe further supports our positive outlook for future LNG supply and demand dynamics. Post quarter end, Kinder Morgan said it would buy the 49 percent stake that it does not already own in the Elba Liquefaction Co from Shell. Kinder Morgan says it expects to spend an additional $630 million on the Elba terminals bringing the total investment in the project to $2.1 billion.

 

While the short-term market for LNG shipping remains challenging due to the current oversupply of vessels, we expect that the increase in liquefaction in the second half of the year will lead to increasing fleet utilization which in turn will start to improve spot vessel earnings. The second 4 mtpa train at BG’s Curtis project has just started production and a number of other major Australian projects, such as Gorgon, Australia Pacific and Gladstone are scheduled to start production. We also anticipate the Angola project, which was shut down for refurbishment, to be operational in the coming months. Sabine Pass, the first of the US projects expected online is also due to export LNG by the end of the year marking the start of a major wave in U.S. exports.

 

Conference Call

 

GasLog will host a conference call to discuss its results for the second quarter of 2015 at 8:30 a.m. ET (1:30 p.m. London Time) on Thursday, August 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 3360 (New York, NY)

+44 (0) 20 3364 5721 (London, UK)

+33 (0) 1 76 77 22 27 (Paris, France)

+852 3071 3094 (Hong Kong, Hong Kong)

Passcode for the call is 9033722

 

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 Thursday, August 6, 2015 until 6:59 p.m. EDT (11:59 p.m. London Time) on Wednesday, August 13, 2015.

 

The replay dial-in numbers are as follows:

+1 347 366 9565 (New York, NY)

+44 (0) 20 3427 0598 (London, UK)

+33 (0) 1 74 20 28 00 (Paris, France)

+852 3011 4669 (Hong Kong, Hong Kong)

Replay passcode is 9033722

 

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, 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:

 

·continued low prices for crude oil and petroleum products
·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;
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·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

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EXHIBIT I - Unaudited Interim Financial Information

 

Unaudited condensed consolidated statements of financial position

As of December 31, 2014 and June 30, 2015

(Amounts expressed in thousands of U.S. Dollars)

 

   December 31, 2014   June 30, 2015 
Assets          
Non-current assets          
Goodwill   9,511    9,511 
Investment in associate   6,603    6,718 
Deferred financing costs   6,120     
Other non-current assets   5,785    15,516 
Derivative financial instruments   1,174    471 
Tangible fixed assets   2,809,517    3,442,912 
Vessels under construction   142,776    144,902 
Total non-current assets   2,981,486    3,620,030 
Current assets          
Trade and other receivables   14,317    16,972 
Dividends receivable and amounts due from related parties   1,869    810 
Inventories   4,953    8,069 
Prepayments and other current assets   4,443    3,631 
Restricted cash   22,826    46,016 
Short-term investments   28,103    3,000 
Cash and cash equivalents   211,974    421,982 
Total current assets   288,485    500,480 
Total assets   3,269,971    4,120,510 
Equity and liabilities          
Equity          
Preferred stock       46 
Share capital   810    810 
Contributed surplus   923,470    1,034,080 
Reserves   (12,002)   (10,617)
Treasury shares   (12,576)   (12,491)
Retained earnings   29,689    17,384 
Equity attributable to owners of the Group   929,391    1,029,212 
Non-controlling interest   323,646    501,151 
Total equity   1,253,037    1,530,363 
Current liabilities          
Trade accounts payable   9,668    14,961 
Ship management creditors   1,285    1,168 
Amounts due to related parties   181    159 
Derivative financial instruments   16,149    15,880 
Other payables and accruals   57,647    67,686 
Borrowings—current portion   116,431    588,154 
Total current liabilities   201,361    688,008 
Non-current liabilities          
Derivative financial instruments   35,751    43,929 
Borrowings—non-current portion   1,778,845    1,857,106 
Other non-current liabilities   977    1,104 
Total non-current liabilities   1,815,573    1,902,139 
Total equity and liabilities   3,269,971    4,120,510 
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Unaudited condensed consolidated statements of profit or loss

For the three and six months ended June 30, 2014 and June 30, 2015

(Amounts expressed in thousands of U.S. Dollars, except per share data)

 

   For the three months ended   For the six months ended 
   June 30, 2014   June 30, 2015   June 30, 2014   June 30, 2015 
Revenues   73,236    104,440    130,307    201,766 
Vessel operating and supervision costs   (19,116)   (29,947)   (36,061)   (54,570)
Depreciation of fixed assets   (15,873)   (27,274)   (27,063)   (49,969)
General and administrative expenses   (7,992)   (8,339)   (14,255)   (19,498)
Profit from operations   30,255    38,880    52,928    77,729 
                     
Financial costs   (17,669)   (24,246)   (29,357)   (42,774)
Financial income   69    86    151    149 
(Loss)/gain on swaps   (9,582)   1,638    (14,697)   (5,341)
Share of profit of associate   393    343    790    790 
Total other expenses, net   (26,789)   (22,179)   (43,113)   (47,176)
Profit for the period   3,466    16,701    9,815    30,553 
Attributable to:                    
Owners of the Group   1,476    8,240    7,825    12,582 
Non-controlling interest   1,990    8,461    1,990    17,971 
    3,466    16,701    9,815    30,553 
Earnings per share – basic and diluted   0.02    0.07    0.10    0.13 
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Unaudited condensed consolidated statements of cash flows

For the six months ended June 30, 2014 and June 30, 2015

(Amounts expressed in thousands of U.S. Dollars)

 

   For the six months ended 
   June 30, 2014   June 30, 2015 
Cash flows from operating activities:          
Profit for the period   9,815    30,553 
Adjustments for:          
Depreciation of fixed assets   27,063    49,969 
Share of profit of associate   (790)   (790)
Financial income   (151)   (149)
Financial costs   29,357    42,774 
Unrealized loss on swaps and ineffective portion of cash flow hedges   7,677    419 
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges   2,325    567 
Unrealized foreign exchange losses/(gains) on cash and cash equivalents and short-term investments   127    (427)
Expense recognized in respect of equity-settled share-based payments   724    1,274 
    76,147    124,190 
Movements in working capital   13,655    (10,244)
Cash provided by operations   89,802    113,946 
Interest paid   (28,058)   (35,985)
Net cash provided by operating activities   61,744    77,961 
Cash flows from investing activities:          
Payments for tangible fixed assets and vessels under construction   (1,156,797)   (679,129)
Dividends received from associate   970    1,675 
Purchase of short-term investments   (8,907)   (18,592)
Maturity of short-term investments   5,150    44,007 
Financial income received   149    136 
Net cash used in investing activities   (1,159,435)   (651,903)
Cash flows from financing activities:          
Proceeds from bank loans and bonds   884,473    606,000 
Bank loan repayments   (113,991)   (39,824)
Payment of loan issuance costs   (10,662)   (5,166)
Proceeds from public offering and private placement (net of underwriting discounts and commissions)   310,240     
Proceeds from GasLog Partners’ public offering (net of underwriting discounts and commissions)   189,129    172,875 
Proceeds from issuance of preferred stock (net of underwriting discounts and commissions)       111,378 
Payment of equity raising costs   (4,287)   (1,045)
Purchase of treasury shares   (474)    
Movement in restricted cash       (23,190)
Dividends paid   (18,852)   (37,193)
Net cash provided by financing activities   1,235,576    783,835 
Effects of exchange rate changes on cash and cash equivalents   (127)   115 
Increase in cash and cash equivalents   137,758    210,008 
Cash and cash equivalents, beginning of the period   103,798    211,974 
Cash and cash equivalents, end of the period   241,556    421,982 
11

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 write-off of unamortized loan fees, 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, foreign exchange gains/losses and write-off of unamortized loan fees, divided by the weighted average shares outstanding. EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPS are non-GAAP financial measures that are used as supplemental financial measures by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that these non-GAAP financial measures assist our management and investors by increasing the comparability of our performance from period to period. We believe that including EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPS assists our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our ongoing financial and operational strength in assessing whether to continue to hold our common shares. This increased comparability is achieved by excluding the potentially disparate effects between periods of, in the case of EBITDA and Adjusted EBITDA, interest, gain/loss on swaps, taxes, depreciation and amortization, in the case of Adjusted EBITDA, foreign exchange gains/losses and in the case of Adjusted Profit and Adjusted EPS, non-cash gain/loss on swaps, foreign exchange gains/losses and write-off of unamortized loan fees, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect results of operations between periods.

 

EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPS have limitations as analytical tools and should not be considered as alternatives to, or as substitutes for, or superior to profit, profit from operations, earnings per share or any other measure of financial performance presented in accordance with IFRS. Some of these limitations include the fact that they do not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments, (ii) changes in, or cash requirements for our working capital needs and (iii) the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will 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 
   June 30, 2014   June 30, 2015 
Profit for the period   3,466    16,701 
Depreciation of fixed assets   15,873    27,274 
Financial costs   17,669    24,246 
Financial income   (69)   (86)
Loss/(gain) on swaps   9,582    (1,638)
EBITDA   46,521    66,497 
Foreign exchange losses/(gains), net   81    (2,002)
Adjusted EBITDA   46,602    64,495 

 

Reconciliation of Adjusted Profit to Profit:

(Amounts expressed in thousands of U.S. Dollars)

 

   For the three months ended 
   June 30, 2014   June 30, 2015 
Profit for the period   3,466    16,701 
Write-off of unamortized loan fees   3,262     
Non-cash loss/(gain) on swaps   6,821    (3,796)
Foreign exchange losses/(gains), net   81    (2,002)
Adjusted Profit   13,630    10,903 
12

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 
   June 30, 2014   June 30, 2015 
Profit for the period attributable to owners of the Group   1,476    8,240 
Less:          
Dividend on preferred stock       (2,348)
Profit for the period available to owners of the Group used in EPS calculation   1,476    5,892 
Weighted average number of shares outstanding, basic   80,133,785    80,496,499 
EPS   0.02    0.07 
Profit for the period available to owners of the Group used in EPS calculation   1,476    5,892 
Plus:          
Write-off of unamortized loan fees   3,262     
Non-cash loss/(gain) on swaps   6,821    (3,796)
Foreign exchange losses/(gains), net   81    (2,002)
Adjusted Profit attributable to owners of the Group   11,640    94 
Weighted average number of shares outstanding, basic   80,133,785    80,496,499 
Adjusted EPS   0.15    0.00 
13


Exhibit 99.2

 

Financial Report for the Three Months and Six Months Ended June 30, 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 and six-month periods ended June 30, 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 U.S. Securities and 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 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:

 

·continued low prices for crude oil and petroleum products;
·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. After giving effect to the dropdown transaction completed on July 1, 2015 (refer to “Recent Developments” below), our wholly owned fleet consists of 19 LNG carriers, including 11 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 eight LNG carriers. We currently manage and operate 22 LNG carriers including 10 of our wholly owned ships in operation (one is managed by a subsidiary of Royal Dutch Shell plc (“Shell”)), the eight 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 eight of the operating ships, the eight ships owned by the Partnership and seven of our eight newbuildings on order, while three of our ships are operating in the spot/short-term market. From June 30, 2015, these contracts are expected to provide total contracted revenue of approximately $3.9 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 March 2016. 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.

14

Recent Developments

 

Dividend Declaration

 

On August 5, 2015, the board of directors declared a quarterly cash dividend of $0.14 per common share payable on August 20, 2015 to shareholders of record as of August 17, 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. 

 

Agreement with BG Group

 

On April 21, 2015, GasLog and GasLog Partners announced the agreement to charter to MSL, a subsidiary of BG Group, 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.

 

Issuance of 4.6 million Series A Cumulative Redeemable Perpetual Preference Shares (the “Series A Preference Shares”)

 

On April 7, 2015, GasLog completed a public offering of 4,600,000 shares of 8.75% Series A Preference Shares (including 600,000 shares issued upon the exercise in full by the underwriters of their option to purchase additional Series A Preference Shares), par value $0.01 per share, liquidation preference $25.00 per share which priced at $25.00 per share. The net proceeds from the offering after deducting underwriting discounts, commissions and other offering expenses were $110.66 million. The Series A Preference Shares are listed on the New York Stock Exchange under the symbol “GLOG PR A”.

 

On June 19, 2015, the board of directors declared the initial dividend on the Series A Preference Shares of $0.510417 per share or $2.35 million in the aggregate payable on July 1, 2015 to holders of record as of June 30, 2015. GasLog paid the declared dividend to the transfer agent in June 2015.

 

Completion of GasLog Partners Dropdown Transaction

 

On July 1, 2015, GasLog announced the completion of the sale of three LNG carriers, the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally to GasLog Partners for $483.0 million including $3.0 million of positive net working capital. To partially fund the acquisition, GasLog Partners launched and completed an equity offering of 7,500,000 common units and issued 153,061 general partner units to GasLog. The proceeds were used to partially finance the acquisition from GasLog of 100% of the ownership interests in GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., the entities that each own one of the three 145,000 cbm LNG carriers mentioned above.

 

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.

 

Operations in Greece

 

GasLog LNG Services Ltd., our vessels’ management company, and a substantial number of its staff are located in Greece. The current economic instability in Greece could disrupt our operations and have an adverse effect on our business. We have sought to minimize this risk and preserve operational stability by carefully developing staff deployment plans, an information technology recovery site, an alternative ship to shore communications plan and funding mechanisms. While we believe these plans, combined with the international nature of our operations, will mitigate the impact of any disruption of operations in Greece, we cannot assure you that these plans will be effective in all circumstances.

 

Fleet Update

 

After giving effect to the dropdown completed on July 1, 2015, our wholly owned fleet consists of the following vessels:

 

Vessel Name  Year
Built
  Cargo
Capacity
(cbm)
  Charterer(1)  Propulsion  Charter
Expiration(2)
  Optional
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(5)  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(5)  TFDE  N/A  N/A
8  Methane Lydon Volney  2006  145,000  BG Group  Steam  October 2020  2023-2025
9  Methane Becki Anne  2010  170,000  BG Group  TFDE  March 2024  2027-2029
10  Methane Julia Louise  2010  170,000  BG Group  TFDE  March 2026  2029-2031
11  GasLog Salem  2015  155,000  Spot Market(5)  TFDE  N/A  N/A

 

The Partnership’s fleet consists of the following vessels:

 

Vessel Name   Year
Built
  Cargo
Capacity
(cbm)
  Charterer(1)  Propulsion  Charter
Expiration(2)
  Optional
Period(3)
1  GasLog Shanghai  2013  155,000  BG Group  TFDE  May 2018(6)  2021-2026
2  GasLog Santiago  2013  155,000  BG Group  TFDE  July 2018(6)  2021-2026
3  GasLog Sydney  2013  155,000  BG Group  TFDE  September 2018(6)  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
6  Methane Shirley Elisabeth  2007  145,000  BG Group  Steam  June 2020  2023-2025
7  Methane Alison Victoria  2007  145,000  BG Group  Steam  December 2019  2022-2024
8  Methane Heather Sally  2007  145,000  BG Group  Steam  December 2020  2023-2025

15
(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)Vessels operating in the spot market become subject to and released from charters on a short-term basis. The GasLog Chelsea and the GasLog Saratoga are currently unemployed and we are actively seeking to secure time charter contracts.
(6)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 9 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 or the completion of our acquisition of such vessel), 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 a subsidiary of 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 June 30, 2015 compared to the three-month period ended June 30, 2014

 

   For the three months ended 
Amounts are in thousands of U.S. Dollars  June 30, 2014   June 30, 2015 
Revenues   73,236    104,440 
Vessel operating and supervision costs   (19,116)   (29,947)
Depreciation of fixed assets   (15,873)   (27,274)
General and administrative expenses   (7,992)   (8,339)
Profit from operations   30,255    38,880 
Financial costs   (17,669)   (24,246)
Financial income   69    86 
(Loss)/gain on swaps   (9,582)   1,638 
Share of profit of associate   393    343 
Total other expenses, net   (26,789)   (22,179)
Profit for the period   3,466    16,701 
Non-controlling interest   (1,990)   (8,461)
Profit attributable to owners of the Group   1,476    8,240 

 

During the three-month period ended June 30, 2015, we had an average of 18.7 ships operating in our owned fleet (including ships owned by the Partnership), having 1,464 operating days and an average of 21.7 ships operating under our technical management (including our 17.7 owned ships). During the three-month period ended June 30, 2014, we had an average of 11.3 ships operating in our owned fleet, having 976 operating days and an average of 20.0 ships operating under our technical management (including our 11.3 owned ships).

16

Revenues:

 

Revenues increased by 42.60%, or $31.20 million, from $73.24 million during the three-month period ended June 30, 2014, to $104.44 million during the three-month period ended June 30, 2015. The increase is mainly attributable to an increase in revenues by $39.24 million due to the full operation 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, which were acquired from BG Group in April 2014 and June 2014, the acquisition of the Methane Becki Anne and the Methane Julia Louise, which were both acquired from BG Group on March 31, 2015 and the deliveries of the Solaris, the GasLog Saratoga, and the GasLog Salem on June 30, 2014, December 16, 2014 and April 30, 2015 respectively. These acquisitions and deliveries resulted in an increase in operating days. The increase in revenues was partially offset by a net decrease of $1.59 million in revenues from all other vessels related mainly to a decrease in a vessel operating in the spot market and $4.87 million caused mainly by the off-hire days due to the drydockings of four of our vessels. There was also a decrease of $1.58 million in revenues from technical management services mainly due to the decrease in the number of the managed vessels owned by third parties following the acquisition of the 8 vessels from BG Group and the termination of a project with another customer.

 

Vessel Operating and Supervision Costs:

 

Vessel operating and supervision costs increased by 56.64%, or $10.83 million, from $19.12 million during the three-month period ended June 30, 2014 to $29.95 million during the three-month period ended June 30, 2015. The increase is primarily attributable to the increase in our fleet in the three-month period ended June 30, 2015, compared to the same period of 2014, as described above.

 

Depreciation:

 

Depreciation increased by 71.83%, or $11.40 million, from $15.87 million during the three-month period ended June 30, 2014 to $27.27 million during the three-month period ended June 30, 2015. The increase in depreciation resulted from the increase in the average number of vessels in our fleet in the three-month period ended June 30, 2015, compared to the same period of 2014.

 

General and Administrative Expenses:

 

General and administrative expenses increased by 4.38% or $0.35 million, from $7.99 million during the three-month period ended June 30, 2014, to $8.34 million during the three-month period ended June 30, 2015. The increase is mainly attributable to a $1.14 million increase in legal fees and other professional services including the Partnership’s requirements of being a public company, an increase in personnel related expenses of $0.75 million related to the growth of the Group, an increase in equity-settled compensation expense of $0.23 million and an increase in board of directors’ fees of $0.15 million. These were partially offset by the increase of $1.82 million in net foreign exchange gains and a decrease of all other expenses by $0.10 million.

 

Financial Costs:

 

Financial costs increased by 37.24%, or $6.58 million, from $17.67 million during the three-month period ended June 30, 2014, to $24.25 million during the three-month period ended June 30, 2015. The increase is mainly attributable to an increase of $8.28 million in interest expense on loans, bond and cash flow hedges. During the three-month period ended June 30, 2015, we had an average of $2,497.23 million of outstanding indebtedness including our NOK bond agreement, having an aggregate weighted average interest rate of 3.34%, and during the three-month period ended June 30, 2014, we had an average of $1,527.17 million of outstanding indebtedness with a weighted average interest rate of 3.27%. 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)/gain on Swaps:

 

Gain on swaps increased by $11.22 million, from $9.58 million loss during the three-month period ended June 30, 2014, to $1.64 million gain during the three-month period ended June 30, 2015. The increase is mainly attributable to an increase of $8.78 million in gain from mark-to-market valuation of our interest rate swaps carried at fair value through profit or loss, which reflected a gain of $4.08 million for the three-month period ended June 30, 2015 as compared to a loss of $4.70 million for the three-month period ended June 30, 2014, a decrease of $0.60 million in realized loss from interest rate swaps held for trading, a decrease of $1.63 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 and a decrease of $0.21 million in the ineffective portion of cash flow hedges. In the three-month period ended June 30, 2015, the gain from mark-to-market valuation derived from the fact that the LIBOR yield curve, which was used to calculate the present value of the estimated future cash flows, moved up as compared to the first quarter of 2015.

 

Profit for the Period:

 

Profit increased by 381.27%, or $13.23 million, from $3.47 million for the three-month period ended June 30, 2014, to $16.70 million for the three-month period ended June 30, 2015, as a result of the aforementioned factors.

 

Six-month period ended June 30, 2015 compared to the six-month period ended June 30, 2014

 

   For the six months ended 
Amounts are in thousands of U.S. Dollars  June 30, 2014   June 30, 2015 
Revenues    130,307    201,766 
Vessel operating and supervision costs   (36,061)   (54,570)
Depreciation of fixed assets   (27,063)   (49,969)
General and administrative expenses   (14,255)   (19,498)
Profit from operations   52,928    77,729 
Financial costs   (29,357)   (42,774)
Financial income    151    149 
Loss on swaps   (14,697)   (5,341)
Share of profit of associate   790    790 
Total other expenses, net   (43,113)   (47,176)
Profit for the period   9,815    30,553 
Non-controlling interest   (1,990)   (17,971)
Profit attributable to owners of the Group   7,825    12,582 

17

During the six-month period ended June 30, 2015, we had an average of 17.3 ships operating in our owned fleet (including ships owned by the Partnership), having 2,818 operating days and an average of 21.3 ships operating under our technical management (including our 16.3 owned ships). During the six-month period ended June 30, 2014, we had an average of 9.6 ships operating in our owned fleet, having 1,664 operating days and an average of 20.0 ships operating under our technical management (including our 9.6 owned ships).

 

Revenues:

 

Revenues increased by 54.84%, or $71.46 million, from $130.31 million during the six-month period ended June 30, 2014, to $201.77 million during the six-month period ended June 30, 2015. The increase is mainly attributable to an increase in revenues by $84.22 million due to the full operation 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 which were acquired from BG Group in April 2014 and June 2014, the acquisition of the Methane Becki Anne and the Methane Julia Louise which were both acquired from BG Group on March 31, 2015 and the deliveries of the Solaris, the GasLog Saratoga, and the GasLog Salem on June 30, 2014, December 16, 2014 and April 30, 2015 respectively. These acquisitions and deliveries resulted in an increase in operating days. The increase in revenues was partially offset by a net decrease of $1.12 million in revenues from the vessels with variable rates and $8.59 million caused mainly by the off-hire days due to the drydockings of six of our vessels. There was also a decrease of $3.06 million in revenues from technical management services mainly due to the decrease in the average number of the managed vessels owned by third parties following the acquisition of the eight vessels from BG Group and the termination of a project with another customer.

 

Vessel Operating and Supervision Costs:

 

Vessel operating and supervision costs increased by 51.33%, or $18.51 million, from $36.06 million during the six-month period ended June 30, 2014, to $54.57 million during the six-month period ended June 30, 2015. The increase is primarily attributable to increase in our fleet in the six-month period ended June 30, 2015, compared to the same period of 2014, as described above. 

 

Depreciation:

 

Depreciation increased by 84.66%, or $22.91 million, from $27.06 million during the six-month period ended June 30, 2014, to $49.97 million during the six-month period ended June 30, 2015. The increase in depreciation resulted from the increase in the average number of vessels in our fleet in the six-month period ended June 30, 2015, compared to the same period of 2014.

 

General and Administrative Expenses:

 

General and administrative expenses increased by 36.75%, or $5.24 million, from $14.26 million during the six-month period ended June 30, 2014, to $19.50 million during the six-month period ended June 30, 2015. The increase is mainly attributable to a $2.58 million increase in legal fees and other professional services including those related to year one Sarbanes-Oxley Act compliance and the Partnership’s listing requirements, an increase in personnel related expenses of $1.40 million related to the growth of the Group, an increase in equity-settled compensation expense of $0.55 million, an increase in board of directors’ fees of $0.40 million, an increase of $0.35 million in rent and utilities related to the new offices in London, New York and Singapore, an increase in directors’ and officers’ insurance of $0.29 million mostly related to the additional cost derived from the Partnership’s requirements and an increase in various other expenses of $0.09 million. The above increases were partially offset by the increase of $0.42 million in net foreign exchange gains.

 

Financial Costs:

 

Financial costs increased by 45.67%, or $13.41 million, from $29.36 million during the six-month period ended June 30, 2014 to $42.77 million during the six-month period ended June 30, 2015. The increase is mainly attributable to an increase of $14.98 million in interest expense on loans, bond and cash flow hedges. During the six-month period ended June 30, 2015, we had an average of $2,227.04 million of outstanding indebtedness including our NOK bond agreement, having an aggregate weighted average interest rate of 3.33%, and during the six-month period ended June 30, 2014, we had an average of $1,332.21 million of outstanding indebtedness with a weighted average interest rate of 3.32%. These weighted average interest rates include interest expense on loans and cash flow hedges and interest expense on bond CCSs.

 

Gain/(loss) on Swaps:

 

Loss on swaps decreased by $9.36 million, from $14.70 million loss during the six-month period ended June 30, 2014, to $5.34 million loss during the six-month period ended June 30, 2015. The decrease in loss is mainly attributable to a decrease of $7.05 million in loss from mark-to-market valuation of our interest rate swaps carried at fair value through profit or loss, which reflected a loss of $0.43 million for the six-month period ended June 30, 2015 as compared to a loss of $7.48 million for the six-month period ended June 30, 2014, a decrease of $0.34 million in realized loss from interest rate swaps held for trading, a decrease of $1.76 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 and a decrease of $0.21 million in the ineffective portion of cash flow hedges. 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 as compared to December 31, 2014.

 

Profit for the Period:

 

Profit increased by 211.10%, or $20.73 million, from $9.82 million for the six-month period ended June 30, 2014, to $30.55 million for the six-month period ended June 30, 2015, as a result of the aforementioned factors.

 

Customers

 

For the six-month period ended June 30, 2015, we received 79.8% 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, 12.2% of our revenues from Shell and 7.8% of our revenues from various charterers in the spot/short-term market. For the six-month period ended June 30, 2014, we received 80.7% of our revenues from MSL, 0.3% of our revenues from Egypt LNG, 10.6% of our revenues from Shell, 8.0% of our revenues from various charterers in the spot/short-term market and 0.4% 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.

18

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 second-hand 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 11 of our unaudited condensed consolidated financial statements for details on our swap arrangements.

 

As of June 30, 2015, we had $421.98 million of cash and cash equivalents, of which $101.10 million was held in time deposits and the remaining balance in current accounts. Moreover, as of June 30, 2015, GasLog had $3.0 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 June 30, 2015, GasLog had $46.02 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 June 30, 2015, GasLog had an aggregate of $2.36 billion of indebtedness outstanding under 11 credit facilities, of which $597.69 million is repayable within one year, including $42.17 million under the revolving credit facility. As of June 30, 2015, GasLog had $126.92 million outstanding under the NOK bond agreement that is payable in June 2018.

 

As of June 30, 2015, there was an undrawn amount of $7.83 million from the revolving facility of GAS-two Ltd. which was available to be drawn under certain conditions.

 

On May 8, 2015, GasLog Partners entered into a supplemental deed relating to its Citibank loan facility, in which the Partnership’s lenders unanimously approved such changes to the facility agreement as are required to reflect the changes to the three charters agreed with MSL that were announced by the Partnership on April 21, 2015.

 

On June 5, 2015, pursuant to a supplemental deed entered into by the GasLog subsidiaries GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. relating to their Citibank loan facility, and effective from July 1, 2015, the Partnership was added as a corporate guarantor for the respective loan facility.

 

As of June 30, 2015, GasLog’s commitments for capital expenditures were related to the eight LNG carriers on order, which had a gross aggregate contract price of approximately $1.62 billion. As of June 30, 2015, the total remaining balance of the contract prices of the eight newbuildings was $1.48 billion. We will be required to procure additional financing in order to fund the remaining installment payments for our eight newbuildings, expected to be delivered to us in 2016, 2018 and 2019, to the extent such installment payments are not funded with cash generated by our operations or equity offering proceeds. Accordingly, we are currently in discussions to arrange financing for the acquisition of such newbuildings, for seven of which we have already secured long-term time charters with MSL.

 

GasLog has hedged 43.8% of its expected floating interest rate exposure at a weighted average interest rate of approximately 4.6% (including margin) as of June 30, 2015.

 

As of June 30, 2015, we were in compliance with the financial covenants under our credit facilities and our bond agreement.  

 

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 5 of our unaudited condensed consolidated financial statements included elsewhere in this report.

 

Working Capital Position

 

As of June 30, 2015, our current assets totaled $500.48 million while current liabilities totaled $688.01 million, resulting in a negative working capital position of $187.53 million. Current liabilities include an amount of $467.75 million being the current portion of three credit facilities that we are currently in discussions for refinancing with one or more term loans.

 

Other than the refinancing requirements noted above, and 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 all other required principal and interest payments on our indebtedness during the next 12 months.

 

Cash Flows

 

Six-month period ended June 30, 2014 compared to the six-month period ended June 30, 2015

 

The following table summarizes our net cash flows from operating, investing and financing activities for the periods indicated:

 

   For the six months ended 
Amounts are in thousands of U.S. Dollars  June 30,  
2014
   June 30,
 2015
 
Net cash provided by operating activities    61,744    77,961 
Net cash used in investing activities    (1,159,435)   (651,903)
Net cash provided by financing activities    1,235,576    783,835 

19

Net Cash Provided by Operating Activities

 

Net cash provided by operating activities increased by $16.22 million, from $61.74 million during the six-month period ended June 30, 2014 to $77.96 million in the six-month period ended June 30, 2015. The increase was due to an increase of $46.02 million in revenue collections, a decrease of $0.34 million in realized losses on interest rate swaps held for trading and a decrease in cash from ship management creditors amounting to $7.21 million, partially offset by an increase of $19.53 million in payments for general and administrative expenses, operating expenses and inventories, an increase of $7.93 million in cash paid for interest and an increase of $9.90 million in cash collaterals.

 

 Net Cash Used in Investing Activities

 

Net cash used in investing activities decreased by $507.54 million, from $1,159.44 million in the six-month period ended June 30, 2014 to $651.90 million in the six-month period ended June 30, 2015. The decrease is mainly attributable to a $478.17 million decrease in payments for the construction costs of newbuildings and the acquisition of second-hand vessels, a net increase in short-term investments of $29.17 million, a $0.71 million increase in dividends received from Egypt LNG Services Ltd., partially offset by a $0.50 million increase in the acquisition of other tangible assets related mainly to depot spares.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities decreased by $451.74 million, from $1,235.58 million in the six-month period ended June 30, 2014 to $783.84 million in the six-month period ended June 30, 2015. The decrease is mainly attributable to a decrease of $278.47 million in proceeds from our borrowings, a decrease of $210.82 million in proceeds from equity offerings (in 2014, we received $309.05 million being the net proceeds from the public offerings and private placement completed in January and April 2014 and $186.03 million net proceeds from GasLog Partners’ initial public offering; in 2015, we received $111.38 million net proceeds from the preferred stock issuance and $172.87 million, net proceeds from GasLog Partners’ public offering and issuance of general partner units), an increase in restricted cash of $23.19 million, an increase of $18.34 million in dividend payments and an increase of $1.05 million in payments of equity raising costs, partially offset by a decrease in bank loan repayments of $74.17 million, a decrease in payment of loan issuance costs of $5.50 million and a $0.47 million decrease in payments of treasury shares.

 

Contracted Charter Revenues and Days from Time Charters

 

The following table summarizes GasLog’s (including the vessels contributed or sold to GasLog Partners) contracted charter revenues and vessel utilization as of June 30, 2015.

 

   Contracted Charter Revenues and Days from Time Charters 
   On and
after
July 1,
   For the years ending December 31, 
   2015   2016   2017   2018   2019   2020-2029   Total 
   (in millions of U.S. dollars, except days and percentages) 
Contracted time charter revenues(1)  $203.69   $441.89   $483.83   $455.58   $457.71   $1,829.92   $3,872.62 
Total contracted days(1)   2,865    5,955    6,417    6,015    5,977    22,248    49,477 
Total available days(2)   3,463    7,511    8,580    9,641    9,765    97,011    135,971 
Total unfixed days(3)   598    1,556    2,163    3,626    3,788    74,763    86,494 
Percentage of total contracted days/total available days(1)   82.73%   79.28%   74.79%   62.39%   61.21%   22.93%   36.39%

 

 

 

(1)Reflects time charter revenues and contracted days for the ten LNG carriers delivered to us in 2010, 2013, 2014 and 2015, the eight LNG carriers acquired from a subsidiary of 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. Does not include charter revenues for the Methane Nile Eagle, in which we hold a 25% minority interest and a short-term charter party for the GasLog Saratoga signed subsequent to June 30, 2015 that will contribute additional revenue of approximately $3.45 million without giving effect to the optional periods. Contracted revenue calculations assume: (a) 365 revenue days per annum, with 30 off-hire days when the ship undergoes scheduled drydocking (every five years); (b) all LNG carriers on order are delivered on schedule; and (c) no exercise of any option to extend the terms of charters. For time charters that include a fixed operating cost component subject to annual escalation, revenue calculations include that fixed annual escalation. 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 such charters include an estimate of the amount of the operating cost component and the management fee component.
(2)Available days represent total calendar days after deducting 30 off-hire days when the ship undergoes scheduled drydocking.
(3)Represents available days for (i) the one newbuilding and the GasLog Chelsea, which are not currently subject to time charter agreements and (ii) the GasLog Saratoga and the GasLog Salem, which are subject to short-term 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 June 30, 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 Saratoga and the GasLog Salem. 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 Chelsea and one LNG carrier on order for which we have not yet secured time charter contracts, revenues from the GasLog Saratoga and the GasLog Salem after the estimated completion of their short-term charter party agreements signed before June 30, 2015, 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 Chelsea which have no time charters in place, the GasLog Saratoga, the GasLog Salem 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,

20

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.

21

GASLOG LTD.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

    Page
     
Unaudited condensed consolidated statements of financial position as of December 31, 2014 and June 30, 2015   F-2
Unaudited condensed consolidated statements of profit or loss for the three and six months ended June 30, 2014 and 2015   F-3
Unaudited condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2014 and 2015   F-4
Unaudited condensed consolidated statements of changes in equity for the six months ended June 30, 2014 and 2015   F-5
Unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2015   F-6
Notes to the unaudited condensed consolidated financial statements   F-7
F-1

GasLog Ltd. and its Subsidiaries

 

Unaudited condensed consolidated statements of financial position

As of December 31, 2014 and June 30, 2015

(Amounts expressed in thousands of U.S. Dollars)

 

    Note   December 31, 2014   June 30, 2015  
Assets                    
Non-current assets                    
Goodwill           9,511     9,511  
Investment in associate           6,603     6,718  
Deferred financing costs           6,120      
Other non-current assets           5,785     15,516  
Derivative financial instruments     11     1,174     471  
Tangible fixed assets     4     2,809,517     3,442,912  
Vessels under construction     4     142,776     144,902  
Total non-current assets           2,981,486     3,620,030  
Current assets                    
Trade and other receivables           14,317     16,972  
Dividends receivable and amounts due from related parties     6     1,869     810  
Inventories           4,953     8,069  
Prepayments and other current assets           4,443     3,631  
Restricted cash           22,826     46,016  
Short-term investments           28,103     3,000  
Cash and cash equivalents           211,974     421,982  
Total current assets           288,485     500,480  
Total assets           3,269,971     4,120,510  
Equity and liabilities                    
Equity                    
Preferred stock               46  
Share capital           810     810  
Contributed surplus           923,470     1,034,080  
Reserves           (12,002 )   (10,617 )
Treasury shares           (12,576 )   (12,491 )
Retained earnings           29,689     17,384  
Equity attributable to owners of the Group           929,391     1,029,212  
Non-controlling interest     3     323,646     501,151  
Total equity           1,253,037     1,530,363  
Current liabilities                    
Trade accounts payable           9,668     14,961  
Ship management creditors           1,285     1,168  
Amounts due to related parties     6     181     159  
Derivative financial instruments     11     16,149     15,880  
Other payables and accruals     8     57,647     67,686  
Borrowings—current portion     5     116,431     588,154  
Total current liabilities           201,361     688,008  
Non-current liabilities                    
Derivative financial instruments     11     35,751     43,929  
Borrowings—non-current portion     5     1,778,845     1,857,106  
Other non-current liabilities           977     1,104  
Total non-current liabilities           1,815,573     1,902,139  
Total equity and liabilities           3,269,971     4,120,510  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

GasLog Ltd. and its Subsidiaries

 

Unaudited condensed consolidated statements of profit or loss

For the three and six months ended June 30, 2014 and 2015

(Amounts expressed in thousands of U.S. Dollars, except per share data)

 

        For the three months ended   For the six months ended  
    Note   June 30, 2014   June 30, 2015   June 30, 2014   June 30, 2015  
Revenues           73,236     104,440     130,307     201,766  
Vessel operating and supervision costs           (19,116 )   (29,947 )   (36,061 )   (54,570 )
Depreciation of fixed assets     4     (15,873 )   (27,274 )   (27,063 )   (49,969 )
General and administrative expenses     7     (7,992 )   (8,339 )   (14,255 )   (19,498 )
Profit from operations           30,255     38,880     52,928     77,729  
                                 
Financial costs     12     (17,669 )   (24,246 )   (29,357 )   (42,774 )
Financial income           69     86     151     149  
(Loss)/gain on swaps     12     (9,582 )   1,638     (14,697 )   (5,341 )
Share of profit of associate           393     343     790     790  
Total other expenses, net           (26,789 )   (22,179 )   (43,113 )   (47,176 )
Profit for the period           3,466     16,701     9,815     30,553  
Attributable to:                                
Owners of the Group           1,476     8,240     7,825     12,582  
Non-controlling interest           1,990     8,461     1,990     17,971  
            3,466     16,701     9,815     30,553  
Earnings per share – basic  and diluted     15     0.02     0.07     0.10     0.13  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

GasLog Ltd. and its Subsidiaries

 

Unaudited condensed consolidated statements of comprehensive income

For the three and six months ended June 30, 2014 and 2015

(Amounts expressed in thousands of U.S. Dollars)

 

      For the three months ended   For the six months ended
   Note  June 30, 2014   June 30, 2015   June 30, 2014   June 30, 2015 
Profit for the period      3,466    16,701    9,815    30,553 
Other comprehensive (loss)/income:                       
Items that may be reclassified subsequently to profit or loss:                       
Effective portion of changes in fair value of cash flow hedges, net of amounts recycled to profit or loss   11   (7,642)   4,614    (7,337)   (371)
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges   11   1,912    283    2,325    567 
Other comprehensive (loss)/income for the period      (5,730)   4,897    (5,012)   196 
Total comprehensive (loss)/income for the period      (2,264)   21,598    4,803    30,749 
Attributable to:                       
Owners of the Group      (4,254)   13,137    2,813    12,778 
Non-controlling interest      1,990    8,461    1,990    17,971 
       (2,264)   21,598    4,803    30,749 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

GasLog Ltd. and its Subsidiaries

 

Unaudited condensed consolidated statements of changes in equity
For the six months ended June 30, 2014 and 2015
(Amounts expressed in thousands of U.S. Dollars, except per share data)

 

   Share
capital
   Preferred
stock
   Contributed
surplus
   Equity-settled
employee
benefits
reserve
   Other
reserves
   Treasury
shares
   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 offerings and private placement   181        308,516                    308,697        308,697 
Net proceeds from GasLog Partners’ initial public offering (“IPO”)                                   186,029    186,029 
Dividend declared ($0.24 per share)                           (18,852)   (18,852)       (18,852)
Expense recognized in respect of equity-settled employee benefits               724                724        724 
Treasury shares                   (646)           (646)       (646)
Profit for the period                           7,825    7,825    1,990    9,815 
Other comprehensive loss for the period                   (5,012)           (5,012)       (5,012)
Total comprehensive (loss)/ income for the period                   (5,012)       7,825    2,813    1,990    4,803 
Balance at June 30, 2014   810        923,480    11,956    (20,318)       16,341    932,269    188,019    1,120,288 
                                                   
Balance at January 1, 2015   810        923,470    12,716    (24,718)   (12,576)   29,689    929,391    323,646    1,253,037 
Net proceeds from issuance of preferred stock       46    110,610                    110,656        110,656 
Net proceeds from GasLog Partners’ public offering                                   171,840    171,840 
Dividend paid (common and preferred shares)                           (24,887)   (24,887)   (12,306)   (37,193)
Expense recognized in respect of equity-settled employee benefits               1,274                1,274        1,274 
Settlement of share-based payments               (85)       85                 
Profit for the period                           12,582    12,582    17,971    30,553 
Other comprehensive income for the period                   196            196        196 
Total comprehensive income for the period                   196        12,582    12,778    17,971    30,749 
Balance at June 30, 2015   810    46    1,034,080    13,905    (24,522)   (12,491)   17,384    1,029,212    501,151    1,530,363 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

GasLog Ltd. and its Subsidiaries

 

Unaudited condensed consolidated statements of cash flows
For the six months ended June 30, 2014 and 2015
(Amounts expressed in thousands of U.S. Dollars)

 

     For the six months ended 
 Note   June 30, 2014   June 30, 2015 
Cash flows from operating activities:            
Profit for the period     9,815    30,553 
Adjustments for:            
Depreciation of fixed assets     27,063    49,969 
Share of profit of associate     (790)   (790)
Financial income     (151)   (149)
Financial costs     29,357    42,774 
Unrealized loss on swaps and ineffective portion of cash flow hedges     7,677    419 
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges     2,325    567 
Unrealized foreign exchange losses/(gains) on cash and cash equivalents and short-term investments     127    (427)
Expense recognized in respect of equity-settled share-based payments     724    1,274 
      76,147    124,190 
Movements in working capital     13,655    (10,244)
Cash provided by operations     89,802    113,946 
Interest paid     (28,058)   (35,985)
Net cash provided by operating activities     61,744    77,961 
Cash flows from investing activities:            
Payments for tangible fixed assets and vessels under construction     (1,156,797)   (679,129)
Dividends received from associate     970    1,675 
Purchase of short-term investments     (8,907)   (18,592)
Maturity of short-term investments     5,150    44,007 
Financial income received     149    136 
Net cash used in investing activities     (1,159,435)   (651,903)
Cash flows from financing activities:            
Proceeds from bank loans and bonds     884,473    606,000 
Bank loan repayments     (113,991)   (39,824)
Payment of loan issuance costs     (10,662)   (5,166)
Proceeds from public offering and private placement (net of underwriting discounts and commissions)     310,240     
Proceeds from GasLog Partners’ public offering (net of underwriting discounts and commissions)     189,129    172,875 
Proceeds from issuance of preferred stock (net of underwriting discounts and commissions)         111,378 
Payment of equity raising costs     (4,287)   (1,045)
Purchase of treasury shares     (474)    
Movement in restricted cash         (23,190)
Dividends paid     (18,852)   (37,193)
Net cash provided by financing activities     1,235,576    783,835 
Effects of exchange rate changes on cash and cash equivalents     (127)   115 
Increase in cash and cash equivalents     137,758    210,008 
Cash and cash equivalents, beginning of the period     103,798    211,974 
Cash and cash equivalents, end of the period     241,556    421,982 
             
Non-cash investing and financing activities13           
Capital expenditures included in liabilities at the end of the period     4,030    14,360 
Equity raising costs included in liabilities at the end of the period     39    841 
Loan issuance costs included in liabilities at the end of the period     929    2,985 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-6

GasLog Ltd. and its Subsidiaries

 

Notes to the unaudited condensed consolidated financial statements
For the six months ended June 30, 2014 and 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, Singapore 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 June 30, 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 June 30, 2015, GasLog holds a 32.9% 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 June 30, 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 Asia Pte. Ltd.   Singapore   May 2015   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   Q1 2018(1)
GAS-twenty five Ltd.   Bermuda   June 2014   Vessel-owning company   174,000   Hull No. 2801   Q1 2018(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      
32.9% 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 as of June 30, 2015 are presented.

 

On July 1, 2015, GasLog completed the sale of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. to GasLog Partners (Note 16).

F-7

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 filed with the SEC on March 26, 2015. On August 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.

 

In considering going concern management has reviewed the Group’s future cash requirements, covenant compliance and earnings projections. As of June 30, 2015, our current assets totaled $500,480 while current liabilities totaled $688,008, resulting in a negative working capital position of $187,528. Current liabilities include $ 597,694 of loans due within one year, $467,750 of which we are currently seeking to refinance.

 

Management anticipates that the Group’s primary sources of funds will be available cash, cash from operations and borrowings under existing and new loan agreements. The Group may also seek to raise additional equity. Management believes that these sources of funds will be sufficient for the Group to meet its liquidity needs and comply with its banking covenants for at least twelve months from the end of the reporting period and therefore it is appropriate to prepare the financial statements on a going concern basis, although there can be no assurance that we will be able to obtain future debt and equity financing on terms acceptable to us.

 

Adoption of new and revised IFRS

 

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, 2018 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 have a material effect on the Group’s unaudited condensed consolidated financial statements.

 

3. Equity transactions

 

On April 7, 2015, GasLog completed a public offering of 4.60 million shares of 8.75% Series A Preference Shares (including 600,000 shares issued upon the exercise in full by the underwriters of their option to purchase additional Series A Preference Shares), par value $0.01 per share, liquidation preference $25.00 per share, which priced at $25.00 per share. The net proceeds from the offering after deducting underwriting discounts, commissions and other offering expenses were $110,656. The Series A Preference Shares are listed on the New York Stock Exchange under the symbol “GLOG PR A”.

 

On June 26, 2015, GasLog Partners completed a public offering of 7,500,000 common units at a public offering price of $23.90 per unit. The net

F-8

proceeds from this offering after deducting underwriting discounts and other offering expenses, were $171,840. In connection with the offering, the Partnership issued 153,061 general partner units to its general partner in order for GasLog to retain its 2.0%.

 

The balance of non-controlling interest as of June 30, 2015 was as follows:

 

Non-controlling interest     
At January 1, 2015   323,646 
Net proceeds from the Partnership’s equity offering   171,840 
Dividend declared and paid   (12,306)
Profit allocated to non-controlling interest   17,971 
At June 30, 2015   501,151 

 

4. Tangible Fixed Assets and Vessels under Construction

 

The movements in tangible fixed assets and vessels under construction are reported in the following table:

 

   Vessels   Office property
and other
tangible assets
   Total
tangible fixed
assets
   Vessels under
construction
 
Cost                    
At January 1, 2015   2,937,114    5,199    2,942,313    142,776 
Additions   478,098    1,016    479,114    206,376 
Transfer from vessels under construction    204,250             204,250       (204,250 )
Write-off of fully amortized drydocking component     (7,922 )           (7,922 )      
At June 30, 2015    3,611,540    6,215    3,617,755    144,902 
                     
Accumulated depreciation                    
At January 1, 2015   130,597    2,199    132,796     
Depreciation expense   49,689    280    49,969     
Write-off of fully amortized drydocking component     (7,922 )           (7,922 )      
At June 30, 2015   172,364    2,479    174,843     
                     
Net book value                    
At December 31, 2014   2,806,517    3,000    2,809,517    142,776 
At June 30, 2015   3,439,176    3,736    3,442,912    144,902 

 

Vessels with an aggregate carrying amount of $3,439,176 as of June 30, 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 June 30, 2015, the Group has paid to the shipyard $140,898 for the vessels that are under construction and expects to pay the remaining installments as they come due based on the shipbuilding contracts (Note 10).

 

The vessels under construction costs as of December 31, 2014 and June 30, 2015 were as follows:

 

   December 31, 2014   June 30, 2015 
Progress shipyard installment payments   140,824    140,898 
Onsite supervision costs   1,796    2,375 
Shipyard commission   (197)    
Spare parts, equipment and other vessel delivery expenses   353    1,629 
Total   142,776    144,902 

F-9

5. Borrowings

 

   December 31, 2014   June 30, 2015 
Amounts due within one year   121,824    597,694 
Less: unamortized deferred loan issuance costs   (5,393)   (9,540)
Borrowings – current portion   116,431    588,154 
Amounts due after one year   1,804,658    1,887,140 
Plus: unamortized premium(1)   3,504    3,050 
Less: unamortized deferred loan issuance costs   (29,317)   (33,084)
Borrowings – non-current portion   1,778,845    1,857,106 
Total   1,895,276    2,445,260 

 

(1)Refer to “Senior Unsecured Notes” disclosed below for the premium. 

 

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 six months ended June 30, 2015, repayments related to the loan facilities of $39,824 (six months ended June 30, 2014: $113,991) 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 4). 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 $33,750, beginning 15 months after the signing date. The available 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.

 

·On May 8, 2015, the Partnership entered into a supplemental deed relating to its Citibank N.A. loan facility, in which the Company’s lenders unanimously approved such changes to the facility agreement as are required to reflect the changes to the charters of three vessels agreed with BG Group on April 21, 2015. As the aforementioned deed did not result in substantially different terms to the original loan agreement, the amendments were considered a modification of the existing terms. Consequently, the additional fees incurred during the six-month period ended June 30, 2015 have been accounted for as deferred financing fees and will be amortized over the remaining term of the loan facility.

 

·Pursuant to a supplemental deed entered into on June 5, 2015 by GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. relating to their Citibank N.A. loan facility, and effective from July 1, 2015, GasLog Partners was added as a corporate guarantor for the respective loan facility, replacing the previous guarantor, GasLog Carriers Ltd.

 

The Group was in compliance with the covenants under its credit facilities as of June 30, 2015.

 

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 June 30, 2015 was $125,102 while its fair value was $131,468 based on a USD/ NOK exchange rate of 0.1269 as of June 30, 2015.

 

 The Group was in compliance with the covenants under the NOK bond agreement as of June 30, 2015.

 

6. 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   June 30, 2015 
Dividends receivable from associate   1,000     
Commission for newbuildings   789    789 
Other receivables   80    21 
Total   1,869    810 

 

Current Liabilities

 

   December 31, 2014   June 30, 2015 
Ship management creditors   97    53 
Amounts due to related parties   181    159 
F-10

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 $159 as of June 30, 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.

 

7. General and Administrative Expenses

 

An analysis of general and administrative expenses is as follows:

 

   For the three months ended   For the six months ended 
   June 30, 2014   June 30, 2015   June 30, 2014   June 30, 2015 
Employee costs   3,662    4,415    7,319    8,721 
Board of directors’ fees   464    612    854    1,255 
Recognition of share-based payments   544    776    724    1,274 
Rent and utilities   364    506    713    1,061 
Travel and accommodation   615    528    1,012    1,036 
Legal and professional fees   1,541    2,682    2,337    4,921 
Foreign exchange differences, net   75    (1,740)   164    (260)
Managers’ liability insurance   244    335    357    652 
Other expenses   483    225    775    838 
Total   7,992    8,339    14,255    19,498 

 

8. Other Payables and Accruals

 

An analysis of other payables and accruals is as follows:

 

   December 31, 2014   June 30, 2015 
Social contributions   1,297    904 
Unearned revenue   24,180    13,542 
Accrued legal and professional fees   1,511    2,061 
Accrued board of directors’ fees   585    612 
Accrued employee costs   4,141    4,010 
Accrued off-hire   10,913    15,457 
Accrued crew costs   3,030    4,081 
Accrued purchases   4,523    11,471 
Accrued financing cost   476    2,782 
Accrued interest   6,087    7,829 
Other accruals   904    4,937 
Total   57,647    67,686 

 

 9. Share Capital and Preferred Stock

 

GasLog’s authorized share capital consists of 500,000,000 shares with a par value of $0.01 per share.

 

As of June 30, 2015, the share capital consisted of 80,496,499 issued and outstanding common shares, par value $0.01 per share, 496,627 treasury shares and 4,600,000 preference shares. The movements in the number of shares, the share capital, the preferred stock, 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
   Number of
preference shares
   Total   Share
capital
   Preferred
stock
   Contributed
surplus
   Treasury
shares
 
Outstanding as of January 1, 2015   80,493,126    500,000        80,993,126    810        923,470    (12,576)
Issuance of preference shares           4,600,000    4,600,000        46    110,610     
Shares issued for stock options exercise   3,373    (3,373)                       85 
Outstanding as of June 30, 2015   80,496,499    496,627    4,600,000    85,593,126    810    46    1,034,080    (12,491)

 

The treasury shares were acquired by GasLog in 2014 in relation to the share-based payments (Note 14).

 

On April 7, 2015, GasLog completed a public offering of 4,600,000 shares of 8.75% Series A Preference Shares (including 600,000 shares issued upon the exercise in full by the underwriters of their option to purchase additional Series A Preference Shares), par value $0.01 per share, liquidation preference $25.00 per share, which was priced at $25.00 per share. The net proceeds from the offering after deducting underwriting discounts, commissions and other offering expenses were $110,656. The Series A Preference Shares are listed in the New York Stock Exchange under the symbol “GLOG PR A”.

 

Dividend distribution

 

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 for a total amount of $11,270.

F-11

On June 19, 2015, the board of directors declared the initial dividend on the Series A Preference Shares of $0.510417 per share or $2,348 in the aggregate payable on July 1, 2015 to holders of record as of June 30, 2015. GasLog paid the declared dividend to the transfer agent in June 2015.

 

10. Commitments and Contingencies

 

(a) On June 30, 2015 the Group had the following commitments relating to buildings under operating leases:

 

   June 30, 2015 
Operating leases     
Not later than one year   1,330 
Later than one year and not later than three years   2,242 
Later than three years and not later than five years   727 
More than five years   991 
Total operating lease commitment   5,290 

 

(b) Commitments relating to the vessels under construction (Note 4) at June 30, 2015 were as follows:

 

   June 30, 2015 
Vessels under construction     
Not later than one year   423,012 
Later than one year and not later than three years   1,054,334 
Total vessels under construction commitment   1,477,346 

 

(c)Future gross minimum revenues receivable upon collection of hire under non-cancellable time charter agreements for vessels in operation as of June 30, 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):

 

   June 30, 2015 
Revenues     
Not later than one year   398,023 
Later than one year and not later than three years   732,738 
Later than three years and not later than five years   519,063 
More than five years   359,751 
Total future gross minimum charter hire   2,009,575 

 

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 $660 have been purchased as of June 30, 2015 and are included in Tangible fixed assets (Note 4). 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.

 

11. Derivative Financial Instruments

 

The fair value of the derivative assets is as follows:

 

   December 31, 2014   June 30, 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    471 
Total   1,174    471 
Derivative financial instruments, non-current asset   1,174    471 
Total   1,174    471 

F-12

The fair value of the derivative liabilities is as follows:

 

   December 31, 2014   June 30, 2015 
Derivative liabilities designated and effective as hedging instruments carried at fair value          
Interest rate swaps   8,327    9,922 
Cross currency swaps   35,282    41,783 
Derivative liabilities carried at fair value through profit or loss (FVTPL)          
Interest rate swaps   8,291    8,104 
Total   51,900    59,809 
Derivative financial instruments, current liability   16,149    15,880 
Derivative financial instruments, non-current liability   35,751    43,929 
Total   51,900    59,809 

  

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:

 

               Fixed   Notional Amount 
Subsidiary  Counterparty  Trade
Date
  Effective
Date
  Termination
Date
  Interest
Rate
   December 31,
2014
   June 30,
2015
 
GAS-two Ltd.  DNB Bank ASA  Sep 2013  Feb 2014  Apr 2018   1.69%   31,667    30,000 
GAS-two Ltd.  SEB(1)  Sep 2013  Feb 2014  Apr 2018   1.66%   31,667    30,000 
GAS-six Ltd.  Nordea Bank Finland  Nov 2011  Jul 2013  July 2018   2.04%   69,485    67,279 
GAS-nine Ltd.  CBA(2)  Apr 2014  Dec 2014  Dec 2019   2.23%   62,500    60,762 
GAS-nine Ltd.  DNB Bank ASA  Apr 2014  Dec 2014  Dec 2019   2.24%   62,500    60,762 
GAS-ten Ltd.  SEB(1)  Apr 2014  Feb 2015  Feb 2020   2.25%   62,500    61,631 
GAS-ten Ltd.  ING  May 2014  Feb 2015  Feb 2020   2.23%   62,500    61,631 
GAS-fifteen Ltd.(3)  Citibank  Jul 2014  Sep 2014  Sep 2018   0.66%/2.89%   93,330    89,995 
                     476,149    462,060 

 

(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 and six months ended June 30, 2015, the effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments amounting to a gain of $681 and a loss of $4,939, respectively, has been recognized in Other comprehensive income (for the three and six months ended June 30, 2014 a loss of $5,455 and $6,439, respectively). For the three and six months ended June 30, 2015, a loss of $1,805 and $3,245, respectively, was recycled to profit or loss representing the realized loss on interest rate swaps in relation to the interest expenses component of the hedge (for the three and six months ended June 30, 2014 a loss of: $833 and $1,864, respectively).

 

Interest rate swaps held for trading

 

The principal terms of the interest rate swaps held for trading were as follows:

 

               Fixed   Notional Amount 
Subsidiary  Counterparty  Trade
Date
  Effective
Date
  Termination
Date
  Interest
Rate
   December 31,
2014
   June 30,
2015
 
GAS-eight Ltd.  SEB  Feb 2012  Mar 2014  Mar 2021   2.26%   41,684    40,473 
GAS-eight Ltd.  ING Bank N.V.  Feb 2012  Mar 2014  Mar 2021   2.26%   41,684    40,473 
GAS-eight Ltd.  SEB  May 2012  Mar 2014  Mar 2021   2.05%   13,416    13,026 
GAS-eight Ltd.  ING Bank N.V.  May 2012  Mar 2014  Mar 2021   2.05%   13,416    13,026 
GAS-eight Ltd.  DNB Bank ASA  May 2012  Mar 2014  Mar 2021   2.05%   13,416    13,026 
GAS-eight Ltd.  CBA  May 2012  Mar 2014  Mar 2021   2.06%   13,416    13,026 
GAS-one Ltd. (1)  Danish Ship Finance  Oct 2011  Nov 2011  May 2020   2.10%   68,516    66,305 
GAS-one Ltd. (1)  Danish Ship Finance  Jun 2013  Aug 2013  May 2020   2.03%   59,385    57,469 
GAS-six Ltd. (1)  ABN-AMRO Bank  May 2012  Jul 2013  Jul 2019   1.72%   58,831    56,963 
GAS-seven Ltd (1)  Credit Suisse AG  Mar 2012  Nov 2013  Nov 2020   2.23%   102,000    99,000 
GAS-seven Ltd. (1)  Credit Suisse AG  Apr 2014  May 2014  May 2019   1.77%   34,000    33,000 
GAS-two Ltd. (1)  CBA  Sep 2013  Feb 2014  Apr 2018   1.69%   31,667    30,000 
                     491,431    475,787 
F-13

(1) During the three and six-month period ended June 30, 2015, the amount of the cumulative loss from the period that these hedges were effective that was recycled to profit or loss was $283 and $567 (for the three-month period ended June 30, 2014: $1,912, including the effect from the interest rate swaps of GAS-three Ltd. and GAS-four Ltd. terminated in November 2014, for the six-month period ended June 30, 2014: $2,325).

 

The derivative instruments listed above were not designated as cash flow hedging instruments as of June 30, 2015. The change in the fair value of these contracts for the three and six months ended June 30, 2015 amounted to a gain of $4,079 and a loss of $430, respectively (for the three and six months ended June 30, 2014 amounted to a net loss of $4,703 and a $7,475, respectively), which was recognized against earnings in the period incurred and is included in Loss/gain on swaps. During the three-month period ended June 30, 2015, the net gain of $4,079 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 higher than the agreed fixed interest rates resulting in a decrease in derivative liabilities from interest rate swaps held for trading as compared to the first quarter of 2015.

 

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:

 

               Fixed   Notional Amount 
Company  Counterparty  Trade
Date
  Effective
Date
  Termination
Date
  Interest
Rate
   December 31,
2014
   June 30, 2015 
GasLog Ltd.  DNB Bank ASA  Jun 2013  Jun 2013  Jun 2018   7.40%   27,732    27,732 
GasLog Ltd.  SEB  Jun 2013  Jun 2013  Jun 2018   7.41%   27,731    27,731 
GasLog Ltd.  Nordea Bank Finland  Jun 2013  Jun 2013  Jun 2018   7.43%   27,743    27,743 
GasLog Ltd.  DNB Bank ASA  Apr 2014  May 2014  Jun 2018   5.99%   27,871    27,871 
GasLog Ltd.  SEB  Apr 2014  May 2014  Jun 2018   5.99%   27,871    27,871 
GasLog Ltd.  Nordea Bank Finland  Apr 2014  May 2014  Jun 2018   5.99%   27,871    27,871 
                     166,819    166,819 

 

For the three and six months ended June 30, 2015, the effective portion of changes in the fair value of CCSs amounting to a gain of $4,227 and a loss of $7,582, respectively, has been recognized in Other comprehensive income (for the three and six months ended June 30, 2014 amounted to a loss of $6,548 and $5,357 respectively). For the three and six months ended June 30, 2015, a loss $544 and $1,081, respectively, was recycled to profit or loss representing the realized loss on CCSs in relation to the interest expenses component of the hedge (for the three and six months ended June 30, 2014 amounted to a gain of $227 and $151, respectively). Additionally, for the three and six months ended June 30, 2015, a loss of $2,643 and a gain of $7,824, respectively, was recognized in other comprehensive income in relation to the retranslation of the bonds in U.S. dollars as of June 30, 2015 (for the three and six months ended June 30, 2014 a gain of $3,755 and $2,746, respectively).

 

12. Financial Costs and Loss/gain on Swaps

 

An analysis of financial costs and gain/loss on swaps is as follows:

 

   Three months ended   Six months ended 
   June 30, 2014   June 30, 2015   June 30, 2014   June 30, 2015 
Amortization of deferred loan issuance costs   4,615    3,053    5,839    4,999 
Interest expense on loans and realized loss on cash flow hedges   10,328    18,064    18,444    31,622 
Interest expense on bond and realized loss on CCSs   2,279    2,825    3,821    5,619 
Other financial costs including bank commissions   447    304    1,253    534 
Total financial costs   17,669    24,246    29,357    42,774 
                     
Realized loss on interest rate swaps held for trading   2,760    2,158    4,695    4,355 
Unrealized loss/(gain) on interest rate swaps held for trading (Note 11)   4,703    (4,079)   7,475    430 
Recycled loss of cash flow hedges reclassified to profit or loss (Note 11)   1,912    283    2,325    567 
Ineffective portion on cash flow hedges   207        202    (11)
Total loss/(gain) on swaps   9,582    (1,638)   14,697    5,341 

 

13. Non-cash Items on Statements of Cash Flows

 

As of June 30, 2015, there were capital expenditures of $14,360 that have not been paid during the six months ended June 30, 2015 and were included in current liabilities (December 31, 2014: $7,999). Also, as of June 30, 2014, there were capital expenditures of $4,030 that had not been paid during the six months ended June 30, 2014 and were included in current liabilities (December 31, 2013: $691, net receivable).

 

As of June 30, 2015, there were equity raising costs of $841 that have not been paid during the six months ended June 30, 2015 and were included in current liabilities (December 31, 2014: $174). Also, as of June 30, 2014, there were equity raising costs of $39 that had not been paid during the six months ended June 30, 2014 and were included in current liabilities (December 31, 2013: nil).

F-14

As of June 30, 2015, there were loan issuance costs of $2,985 that have not been paid during the six months ended June 30, 2015 and were included in current liabilities (December 31, 2014: $903). Also, as of June 30, 2014, there were loan issuance costs of $929 that had not been paid during the six months ended June 30, 2014 and were included in current liabilities (December 31, 2013: $2,494).

 

14. 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.

 

On April 1, 2015, GasLog granted to executives, managers and certain employees of the Group, 88,492 RSUs and 305,859 SARs in accordance with its 2013 Plan. The RSUs will vest on March 31, 2018 while the SARs will vest incrementally with one-third of the SARs vesting on each of March 31, 2016, 2017 and 2018. The compensation cost for the SARs is recognized on an accelerated basis as though each separately vesting portion of the SARs is a separate award. Prior to the exercise date the holders will not have any voting rights and will not be entitled to dividends or other distributions.

  

Awards  Number   Grant date  Expiry date  Exercise
price
   Fair value at
grant date
 
RSUs   88,492   April 1, 2015  n/a   n/a    19.48 
SARs   305,859   April 1, 2015  March 31, 2025   19.48    5.6352 

 

In accordance with the terms of the Plan, there are only service condition requirements. The awards will be settled in cash or in shares at the sole discretion of the compensation committee of the board of directors. These awards have been treated as equity settled because the Group has no present obligation 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.

 

The fair value of the SARs has been calculated based on the Modified Black-Scholes-Merton method. Expected volatility was based on historical share price volatility for the period since the IPO. The expected dividend is based on management’s expectations of future payments on the grant date. The significant assumptions used to estimate the fair value of the SARs are set out below:

 

Inputs into the model    
Grant date share closing price  $19.48 
Exercise price  $19.48 
Expected volatility   39.3%
Expected term   6 years 
Risk-free interest rate for the period similar to the expected term   1.48%

 

The fair value of the RSUs was determined by using the grant date closing price of $19.48 per common unit and was not further adjusted since the holders are entitled to dividends.

 

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 
Granted during the period   88,492                1,724 
Vested during the period   (3,373)               (54)
Forfeited during the period   (4,494)               (80)
Outstanding as of June 30, 2015   220,294            1.89    4,055 
SARs                         
Outstanding as of December 31, 2014   590,353    18.45        8.78    2,437 
Granted during the period   305,859    19.48            1,724 
Expired during the period   (6,788)   15.44            (21)
Forfeited during the period   (11,269)   19.46            (56)
Outstanding as of June 30, 2015   878,155    18.82        8.79    4,084 

 

As of June 30, 2015, 292,135 SARs have been vested but not exercised.

 

On April 1, 2015, GasLog Partners granted to its executives, Restricted Common Units (“RCUs”) and Performance Common Units (“PCUs”) in accordance with its 2015 Long-Term Incentive Plan (the “GasLog Partners’ Plan”). The RCUs and PCUs will vest on March 31, 2018. The holders are entitled to cash distributions that will be accrued and settled on vesting.

 

Awards  Number  Grant date  Expiry date  Fair value at
grant date
RCUs  16,999  April 1, 2015  n/a  24.12
PCUs  16,999  April 1, 2015  n/a  24.12

 

In accordance with the terms of the GasLog Partners’ Plan, the awards will be settled in cash or in GasLog Partners’ common units at the sole discretion of the compensation committee of the board of directors. These have been treated as equity settled because the Partnership has no present obligation to settle in cash.

F-15

Fair value

 

The fair value of the RCUs and PCUs in accordance with the GasLog Partners’ Plan was determined by using the grant date closing price of $24.12 per common unit and was not further adjusted since the holders are entitled to cash distribution.

 

Movement in RCUs and PCUs during the period

 

The summary of RCUs and PCUs is presented below:

 

   Number of
awards
   Weighted
average
contractual life
   Aggregate
fair value
 
RCUs               
Outstanding as of January 1, 2015             
Granted during the period    16,999        410,016 
Outstanding as of June 30, 2015    16,999    2.75    410,016 
PCUs               
Outstanding as of January 1, 2015             
Granted during the period    16,999        410,016 
Outstanding as of June 30, 2015    16,999    2.75    410,016 

 

The total expense recognized in respect of equity-settled employee benefits for the three and six months ended June 30, 2015 was $776 and $1,274, respectively (for the three and six months ended June 30, 2014 $544 and $724, respectively).

 

15. Earnings per Share (“EPS”)

 

Basic earnings per share was calculated by dividing the net profit for the period attributable to the owners of the common shares 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 
   June 30, 2014   June 30, 2015 
Basic earnings per share          
Profit for the period attributable to owners of the Group   1,476    8,240 
Less:          
Dividend on preferred stock       (2,348)
Profit for the period available to owners of the Group   1,476    5,892 
Weighted average number of shares outstanding, basic   80,133,785    80,496,499 
Basic earnings per share   0.02    0.07 
Diluted earnings  per share          
Profit for the period available to owners of the Group used in the calculation of diluted earnings per share   1,476    5,892 
Weighted average number of shares outstanding, basic   80,133,785    80,496,499 
Dilutive potential ordinary shares   206,362    196,935 
Weighted average number of shares used in the calculation of diluted earnings per share   80,340,147    80,693,434 
Diluted earnings per share   0.02    0.07 

 

The Group excluded the dilutive effect of 580,941 SARs in calculating diluted EPS for the three months ended June 30, 2015, as they were anti-dilutive (June 30, 2014: 286,746 SARs).

 

   Six months ended 
   June 30, 2014   June 30, 2015 
Basic earnings per share          
Profit for the period attributable to owners of the Group   7,825    12,582 
Less:          
Dividend on preferred stock       (2,348)
Profit for the period available to owners of the Group   7,825    10,234 
Weighted average number of shares outstanding, basic   76,521,252    80,496,126 
Basic earnings per share   0.10    0.13 
Diluted earnings  per share          
Profit for the period available to owners of the Group used in the calculation of diluted earnings per share   7,825    10,234 
Weighted average number of shares outstanding, basic   76,521,252    80,496,126 
Dilutive potential ordinary shares   175,338    166,537 
Weighted average number of shares used in the calculation of diluted earnings per share   76,696,590    80,662,663 
Diluted earnings per share   0.10    0.13 
F-16

The Group excluded the dilutive effect of 580,941 SARs and 87,077 RSUs in calculating diluted EPS for the six months ended June 30, 2015, as they were anti-dilutive (June 30, 2014: 286,746 SARs).

 

16. Subsequent Events

 

On July 1, 2015, GasLog completed the sale of three LNG carriers, the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally to GasLog Partners for $483,000 including $3,000 of positive net working capital. To partially fund the acquisition, GasLog Partners launched and completed an equity offering of 7,500,000 common units and issued 153,061 general partner units to GasLog.

 

On August 5, 2015, the board of directors declared a quarterly cash dividend of $0.14 per common share payable on August 20, 2015 to shareholders of record as of August 17, 2015. 

F-17
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