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 November 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 November 5, 2015 relating to its results
for the third quarter of 2015 and the related financial report are attached hereto as Exhibits 99.1 and 99.2, respectively.
INCORPORATION BY REFERENCE
Exhibit 99.2 to this Report on Form 6-K shall be incorporated by reference into our
registration statements on Form F-3 (File Nos. 333-188817 and 333-194894), initially filed with the Securities and Exchange Commission
(the “SEC”) on May 24, 2013 and March 28, 2014, respectively, as amended, and the registration statement on Form S-8
(File No. 333-187020), filed with the SEC on March 4, 2013, in each case to the extent not superseded by information subsequently
filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the
Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
EXHIBIT LIST
Exhibit |
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Description |
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99.1 |
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Press Release dated November 5, 2015 |
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99.2 |
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Financial Report for the Three and Nine Months Ended September 30, 2015 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operation |
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Unaudited Condensed Consolidated Financial Statements |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date November 5, 2015 |
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GASLOG LTD., |
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by |
/s/ Paul Wogan |
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Name: |
Paul Wogan |
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Title: |
Chief Executive Officer |
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Exhibit 99.1
Press Release
GasLog Ltd. Reports Financial Results
for the Quarter Ended September 30, 2015
Monaco, November 5, 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 September 30, 2015.
Highlights
• |
Financing of $1.3 billion for the eight vessel newbuilding program, signed on October 16, 2015. |
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Launched the LNG Carrier pool agreement with Dynagas Ltd. (“Dynagas”) and Golar LNG Ltd. (“Golar”), the “Cool Pool” for GasLog’s 3 vessels currently operating in the spot market, on October 1, 2015. |
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Completion of the dropdown of three vessels to GasLog Partners LP (“GasLog Partners”) for $483.0 million on July 1, 2015. |
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Quarterly dividend of $0.14 per common share payable on November 19, 2015. |
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EBITDA(1) of $65.7 million (Q3 2014: $68.7 million), Profit of $4.9 million (Q3 2014: $31.0 million) and
earnings/(loss) per share (“EPS”) of $(0.12) (Q3 2014: $0.32), for the quarter ended September 30, 2015. |
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Adjusted EBITDA(1) of $65.7 million (Q3 2014: $68.7 million), Adjusted Profit(1) of $10.8 million (Q3 2014: $26.7 million) and Adjusted EPS(1) of $(0.05)(2) (Q3 2014: $0.26) for the quarter ended September 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 Adjusted Profit for the period of $10.8 million
was negatively affected by the Profit attributable to the non-controlling interest of $12.2 million and the dividend on preferred
stock of $2.5 million. |
CEO Statement
Paul Wogan, Chief Executive Officer,
commented “GasLog continued to execute on its long-term strategy during the quarter. Our contracted vessels performed
strongly and we have been pleased by the performance of the Cool Pool in its initial weeks of operation. GasLog also
completed its largest financing to date, raising $1.3 billion to fund its eight vessel newbuild program. The lenders were a
combination of new and existing lenders along with the Korean export credit agencies. This financing demonstrates the
banks’ strong appetite to lend to high quality companies with good assets and strong contracts. As the vessels deliver
over the next four years, it is anticipated that the equity component of the newbuilding program will be funded by cash on
GasLog’s balance sheet and operational cash flow.”
Dividend Declaration
On September 18, 2015, the board of directors declared a dividend
on the Series A Preference Shares of $0.546875 per share or $2.52 million in the aggregate payable on October 1, 2015 to holders
of record as of September 30, 2015. GasLog paid the declared dividend to the transfer agent on September 29, 2015.
On November 4, 2015, the board of directors declared a
quarterly cash dividend of $0.14 per common share payable on November 19, 2015 to shareholders of record as of November 16,
2015.
Financing of Eight Newbuildings
On October 16, 2015, GasLog entered into a debt financing
agreement with 14 international banks for up to $1.3 billion to partially finance the delivery of our eight newbuildings
expected to be delivered in 2016, 2018 and 2019. The financing is the largest in GasLog’s history and has a tenor of up
to 12 years with an amortization profile of 15 years from vessels’ delivery. The final commitments were more than two
times oversubscribed from a combination of new and existing lending institutions. The financing was backed by the Export
Import Bank of Korea (“KEXIM”) and the Korea Trade Insurance Corporation (“K-Sure”), who are either
directly lending or providing cover for over 60% of the facility. Seven of the eight newbuildings with contracts are eligible
for future dropdown into GasLog Partners.
Cool Pool Agreement with
Dynagas and Golar
On October 1, 2015, GasLog, Dynagas and Golar established the
Cool Pool to market their vessels, which are currently operating in the LNG shipping spot market.
The Cool Pool allows the participating owners to optimize the
operation of the pool vessels through improved scheduling ability, cost efficiencies and common marketing. The objective of the
Cool Pool is to serve the transportation requirements of a rapidly growing LNG shipping market by providing customers with reliable,
yet flexible, and innovative solutions to meet their increasingly complex shipping requirements.
The Cool Pool will initially consist of 14 modern, high
quality and essentially equivalent vessels powered by fuel efficient Tri Fuel Diesel Electric (“TFDE”) propulsion
technology. The three owners’ initial vessels eligible for participation in the Cool Pool will be as follows: GasLog:
three vessels; Dynagas: three vessels; and Golar: eight vessels. Each vessel owner will continue to be fully responsible for
the manning and technical management of their respective vessels.
GasLog Savannah Contract
Extension
Post quarter end, GasLog was informed
by BG Group of their intention to declare the extension option on the contract of the GasLog Savannah by a further
twelve months plus a number of optional periods out to 2023. The charter extension will be done at
rates in line with the current market rates, which will increase during each option period to rates in line with those of our
existing contracted fleet.
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 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.
Following the completion of the transaction, GasLog
Partners’ board approved an increase in distribution of 10%. This takes the distribution into the 25% incentive
distribution right (“IDR”) threshold, resulting in GasLog receiving a greater amount of future incremental
cashflows of GasLog Partners.
Financial Summary
In thousands of U.S. dollars except per share data | |
For the three months ended | |
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September 30, 2014 | | |
September 30, 2015 | |
Revenues | |
| 99,411 | | |
| 105,791 | |
Profit | |
| 31,002 | | |
| 4,880 | |
Adjusted Profit(1) | |
| 26,673 | | |
| 10,791 | |
Profit/(loss) attributable to the owners of GasLog | |
| 25,499 | | |
| (7,279 | ) |
EBITDA(1) | |
| 68,667 | | |
| 65,673 | |
Adjusted EBITDA(1) | |
| 68,701 | | |
| 65,683 | |
EPS | |
| 0.32 | | |
| (0.12 | ) |
Adjusted EPS(1) | |
| 0.26 | | |
| (0.05 | ) |
(1) |
Adjusted Profit, EBITDA, Adjusted EBITDA 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. |
There were 1,568 operating days for the quarter ended
September 30, 2015, as compared to 1,371 operating days for the quarter ended September 30, 2014. The increase in operating
days resulted from the new vessel deliveries and on-the-water vessel acquisitions during the previous periods.
Specifically, we took delivery of the GasLog Saratoga on December 16, 2014, we acquired the Methane Becki Anne
and the Methane Julia Louise on March 31, 2015 and we took delivery of the GasLog Salem on April 30, 2015.
Profit was $4.9 million for the quarter ended September
30, 2015 ($31.0 million for the quarter ended September 30, 2014). This decrease is mainly attributable to the increase in
loss on swaps, increased financial costs derived from higher average outstanding debt, increased depreciation and operating
expenses due to the increased fleet and decreased daily hire rate resulting from the vessels operating in the current weak
spot market.
Adjusted Profit(1) was $10.8 million for the quarter
ended September 30, 2015 ($26.7 million for the quarter ended September 30, 2014) adjusted for the effects of the non-cash gain/loss
on swaps and the foreign exchange gains/losses.
Loss attributable to the owners of GasLog was $7.3
million ($25.5 million profit for the quarter ended September 30, 2014). The decrease in profit attributable to the owners of
GasLog resulted from the decrease in profit mentioned above and the increase in profit attributable to the non-controlling
interest (GasLog Partners’ third party owners).
EBITDA(1) was $65.7 million for the quarter
ended September 30, 2015 ($68.7 million for the quarter ended September 30, 2014). The decrease in EBITDA is mainly
attributable to the increase in vessel operating costs resulting from the increased technical maintenance expenses for
repairs that were undertaken during the drydockings of two of our vessels and the increase in unchartered days.
Adjusted EBITDA(1) was $65.7 million for the quarter
ended September 30, 2015 ($68.7 million for the quarter ended September 30, 2014).
EPS was a $(0.12) loss per share for the
quarter ended September 30, 2015 ($0.32 earnings per share for the quarter ended September 30, 2014). The decrease in EPS is attributable
to the decrease in Profit, the dividend on preferred stock and the increase in Profit attributable to non-controlling interest
which rose to reflect the increased profit at GasLog Partners following the most recent dropdown transaction mentioned above.
Adjusted EPS(1) was a $(0.05)
loss per share for the quarter ended September 30, 2015 ($0.26 earnings per share for the quarter ended September 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 $105.8 million for the quarter ended September
30, 2015 ($99.4 million for the quarter ended September 30, 2014), being somewhat impacted by the current weak spot market.
Vessel operating and supervision costs were $29.6 million for
the quarter ended September 30, 2015 ($20.9 million for the quarter ended September 30, 2014).
Depreciation of fixed assets was $28.2 million for the quarter
ended September 30, 2015 ($21.4 million for the quarter ended September 30, 2014).
The increase in revenues, vessel operating and supervision
costs and depreciation of fixed assets was mainly attributable to the increase in operating days from our increased fleet
discussed above. The vessel operating and supervision costs were further affected by the increased technical maintenance
expenses for repairs that were undertaken during the drydockings of two of our vessels and the increase in the unchartered
days.
General and administrative expenses were $10.9 million for the
quarter ended September 30, 2015 ($10.3 million for the quarter ended September 30, 2014).
Financial costs were $24.5 million for the quarter ended September
30, 2015 ($17.7 million for the quarter ended September 30, 2014). The increase is mainly attributable to an increase of $5.5 million
in interest expense deriving from higher weighted average outstanding debt and realized loss on cash flow hedges and an increase
in the amortization of deferred loan fees of $1.3 million. An analysis of financial costs is set forth below.
(All amounts expressed in thousands of U.S. dollars) | |
For the three months ended | |
| |
| |
| |
September 30, 2014 | | |
September 30, 2015 | |
Financial costs | |
| | | |
| | |
Amortization of deferred loan issuance costs and premium | |
| 1,873 | | |
| 3,168 | |
Interest expense on loans and realized loss on cash flow hedges | |
| 12,786 | | |
| 18,240 | |
Interest expense on bond and realized loss on cross-currency swaps | |
| 2,856 | | |
| 2,856 | |
Other financial costs, net | |
| 216 | | |
| 219 | |
Total | |
| 17,731 | | |
| 24,483 | |
| |
| | | |
| | |
Loss on swaps was $8.2 million for the quarter ended September
30, 2015 ($1.4 million gain for the quarter ended September 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 | |
| |
| |
| |
September 30, 2014 | | |
September 30, 2015 | |
(Gain)/loss on swaps | |
| | | |
| | |
Realized loss on interest rate swaps held for trading | |
| 2,958 | | |
| 2,327 | |
Unrealized (gain)/loss on interest rate swaps held for trading | |
| (5,227 | ) | |
| 5,538 | |
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges | |
| 915 | | |
| 364 | |
Ineffective portion on cash flow hedges | |
| (51 | ) | |
| (1 | ) |
Total | |
| (1,405 | ) | |
| 8,228 | |
| |
| | | |
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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 September 30, 2015 (including the seven of the eight 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 $3.8 billion(2) on September 30, 2015, including the eight vessels owned by GasLog Partners and excluding the
vessels operating in the spot market.
(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 September 30, 2015, GasLog had $318.9 million of cash
and cash equivalents, of which $209.9 million was held in time deposits and the remaining balance in current accounts. Moreover,
as of September 30, 2015, GasLog had $50.0 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 September 30, 2015, GasLog had $62.0 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 September 30, 2015, GasLog had an aggregate of $2.4
billion of indebtedness outstanding under eleven credit facilities, of which $621.4 million is repayable within one year,
including $42.2 million under the revolving credit facility. GasLog is currently engaged in constructive discussions with a
number of lending institutions around the re-financing of the indebtedness that falls due in 2016. As of September 30, 2015,
GasLog had $117.9 million outstanding under the NOK bond agreement that is payable in June 2018.
As of September 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 September 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 September 30, 2015, the total remaining balance of the contract prices of the eight newbuildings was $1.5 billion,
which will be partially financed by the $1.3 billion financing signed in October 2015.
GasLog has hedged 44.4% of its expected floating interest
rate exposure at a weighted average interest rate of approximately 4.6% (including margin) as of September 30, 2015.
Future Deliveries
GasLog has six newbuildings on order at Samsung Heavy Industries
Co., Ltd., and two newbuildings on order at Hyundai Heavy Industries Co., Ltd. Our vessels presently under construction are on
schedule and within budget. The expected delivery dates are as follows:
Hulls |
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Delivery date |
Hull No. 2072 |
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Q1 2016 |
Hull No. 2073 |
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Q2 2016 |
Hull No. 2102 |
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Q3 2016 |
Hull No. 2103 |
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Q4 2016 |
Hull No. 2130 |
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Q1 2018 |
Hull No. 2800 |
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Q1 2018 |
Hull No. 2801 |
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Q1 2018 |
Hull No. 2131 |
|
Q1 2019 |
Our subsidiaries that own the vessels expected to
be delivered in 2016 have signed seven to ten year time charters with Methane Services Limited (“MSL”), a
subsidiary of BG Group plc, at attractive rates. Our subsidiaries that own two of the vessels expected to be delivered in
2018 and one vessel expected to be delivered in 2019 have entered into 9.5 year time charters with MSL at similar rates.
GasLog currently has one newbuilding on order that is not currently fixed on a long-term contract.
LNG Market Update and Outlook
There have been a number of positive developments within
the LNG sector despite weaker LNG prices. The Santos-backed Gladstone facility shipped its first gas cargo earlier
this month with Korean Gas taking the first commissioning cargo. BG’s Curtis Train 2 also started up during the period
following the successful launch of its first train at the end of 2014. The first cargo was shipped on a GasLog vessel. The
Australia Pacific project, backed by Origin, ConocoPhillips and Sinopec, is also expected to come online by the end of 2015.
Chevron indicated first LNG from its Gorgon project may be delayed to early 2016 due to non-market related issues.
In the US, those projects that have taken final investment decision
(“FID”) continue to make positive progress with Sabine Pass, the first US LNG export project, expected to start up
by the end of 2015. After the quarter end, there was also news of the new $11 billion “G2” project in Louisiana, which
is intending to file for Federal Energy Regulatory Commission approval, having already received Department of Environment approval
to export gas to countries with free-trade agreements with the US. The project will have a nameplate capacity of 14 million tonnes
per annum.
We expect LNG liquefaction projects that are under
construction, have firm offtake agreements and committed financing to come online even in a lower oil and gas price
environment. Projects that have reached FID stage, but are yet to start production represent over 100 million tonnes per
annum of new LNG capacity.
Henry Hub is currently trading below $3 per million
British Thermal Units, making US natural gas an attractively-priced fuel source for countries and companies looking to
diversify away from dirtier fossil fuels such as oil and coal and often to comply with newly introduced carbon emission
targets. With the price of LNG declining over the last year, particularly in Asia, we are seeing new demand centers emerging
and growing requirements from existing importing nations looking to take advantage of cheaper gas, such as India. The number
of importing countries is expected to rise rapidly as the next wave of LNG supply starts to enter the market.
We remain confident for the long-term supply and demand outlook
for LNG and also remain confident for the LNG shipping market, despite the current weak spot market.
Conference Call
GasLog will host a conference call to discuss its results for
the third quarter of 2015 at 8:30 a.m. ET (1:30 p.m. London Time) on Thursday, November 5, 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:
+1 855 537 5839 (New York, NY)
+44 (0) 20 3107 0289 (London, UK)
+33 (0) 1 70 80 71 53 (Paris, France)
+852 3011 4522 (Hong Kong, Hong Kong)
Passcode for the call is 44953430
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 2:00 p.m. EDT (7:00 p.m. London Time) on Thursday, November 5, 2015 until 11:59 p.m. EDT (4:59 a.m.
London Time) on Thursday, November 12, 2015.
The replay dial-in numbers are as follows:
+1 855 859 2056 (New York, NY)
+44 (0) 20 3107 0235 (London, UK)
+33 (0) 1 70 80 71 79 (Paris, France)
+852 3011 4541 (Hong Kong, Hong Kong)
Replay passcode is 44953430
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; |
| · | requirements imposed by classification societies; |
| · | risks inherent in ship operation, including the discharge of pollutants; |
| · | availability of skilled labor, ship crews and management; |
| · | potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists; |
| · | potential liability from future litigation; and |
| · | other risks and uncertainties
described in the Company’s Annual Report on Form 20-F filed with the SEC on March 26, 2015. Copies of the Annual Report,
as well as subsequent filings, are available online at http://www.sec.gov. |
The Company does not undertake to update any forward-looking
statements as a result of new information or future events or developments except as may be required by law.
Contacts:
Simon Crowe
Chief Financial Officer
Phone: +44-203-388-3108
Jamie Buckland
Head of Investor Relations
Phone: +44-203-388-3116
Email: ir@gaslogltd.com
EXHIBIT I - Unaudited Interim Financial Information
Unaudited condensed consolidated statements of financial
position
As of December 31, 2014 and September 30, 2015
(Amounts expressed in thousands of U.S. Dollars)
| |
December 31, 2014 | | |
September 30, 2015 | |
Assets | |
| | | |
| | |
Non-current assets | |
| | | |
| | |
Goodwill | |
| 9,511 | | |
| 9,511 | |
Investment in associate | |
| 6,603 | | |
| 7,108 | |
Deferred financing costs | |
| 6,120 | | |
| 114 | |
Other non-current assets | |
| 5,785 | | |
| 31,271 | |
Derivative financial instruments | |
| 1,174 | | |
| — | |
Tangible fixed assets | |
| 2,809,517 | | |
| 3,419,036 | |
Vessels under construction | |
| 142,776 | | |
| 166,529 | |
Total non-current assets | |
| 2,981,486 | | |
| 3,633,569 | |
Current assets | |
| | | |
| | |
Trade and other receivables | |
| 14,317 | | |
| 18,991 | |
Dividends receivable and amounts due from related parties | |
| 1,869 | | |
| 106 | |
Inventories | |
| 4,953 | | |
| 6,053 | |
Prepayments and other current assets | |
| 4,443 | | |
| 4,147 | |
Restricted cash | |
| 22,826 | | |
| 62,000 | |
Short-term investments | |
| 28,103 | | |
| 50,000 | |
Cash and cash equivalents | |
| 211,974 | | |
| 318,939 | |
Total current assets | |
| 288,485 | | |
| 460,236 | |
Total assets | |
| 3,269,971 | | |
| 4,093,805 | |
Equity and liabilities | |
| | | |
| | |
Equity | |
| | | |
| | |
Preferred stock | |
| — | | |
| 46 | |
Share capital | |
| 810 | | |
| 810 | |
Contributed surplus | |
| 923,470 | | |
| 1,034,077 | |
Reserves | |
| (12,002 | ) | |
| (14,872 | ) |
Treasury shares | |
| (12,576 | ) | |
| (12,491 | ) |
Retained earnings/(accumulated deficit) | |
| 29,689 | | |
| (3,680 | ) |
Equity attributable to owners of the Group | |
| 929,391 | | |
| 1,003,890 | |
Non-controlling interest | |
| 323,646 | | |
| 503,917 | |
Total equity | |
| 1,253,037 | | |
| 1,507,807 | |
Current liabilities | |
| | | |
| | |
Trade accounts payable | |
| 9,668 | | |
| 19,181 | |
Ship management creditors | |
| 1,285 | | |
| 72 | |
Amounts due to related parties | |
| 181 | | |
| 121 | |
Derivative financial instruments | |
| 16,149 | | |
| 16,786 | |
Other payables and accruals | |
| 57,647 | | |
| 80,385 | |
Borrowings—current portion | |
| 116,431 | | |
| 612,505 | |
Total current liabilities | |
| 201,361 | | |
| 729,050 | |
Non-current liabilities | |
| | | |
| | |
Derivative financial instruments | |
| 35,751 | | |
| 62,476 | |
Borrowings—non-current portion | |
| 1,778,845 | | |
| 1,793,214 | |
Other non-current liabilities | |
| 977 | | |
| 1,258 | |
Total non-current liabilities | |
| 1,815,573 | | |
| 1,856,948 | |
Total equity and liabilities | |
| 3,269,971 | | |
| 4,093,805 | |
Unaudited condensed consolidated statements of profit or
loss
For the three and nine months ended September 30, 2014 and
September 30, 2015
(Amounts expressed in thousands of U.S. Dollars, except per
share data)
| |
For the three months ended | | |
For the nine months ended | |
| |
September 30, 2014 | | |
September 30, 2015 | | |
September 30, 2014 | | |
September 30, 2015 | |
Revenues | |
| 99,411 | | |
| 105,791 | | |
| 229,718 | | |
| 307,557 | |
Vessel operating and supervision costs | |
| (20,909 | ) | |
| (29,608 | ) | |
| (56,970 | ) | |
| (84,178 | ) |
Depreciation of fixed assets | |
| (21,400 | ) | |
| (28,210 | ) | |
| (48,463 | ) | |
| (78,179 | ) |
General and administrative expenses | |
| (10,291 | ) | |
| (10,900 | ) | |
| (24,546 | ) | |
| (30,398 | ) |
Profit from operations | |
| 46,811 | | |
| 37,073 | | |
| 99,739 | | |
| 114,802 | |
| |
| | | |
| | | |
| | | |
| | |
Financial costs | |
| (17,731 | ) | |
| (24,483 | ) | |
| (47,088 | ) | |
| (67,257 | ) |
Financial income | |
| 61 | | |
| 128 | | |
| 212 | | |
| 277 | |
Gain/(loss) on swaps | |
| 1,405 | | |
| (8,228 | ) | |
| (13,292 | ) | |
| (13,569 | ) |
Share of profit of associate | |
| 456 | | |
| 390 | | |
| 1,246 | | |
| 1,180 | |
Total other expenses, net | |
| (15,809 | ) | |
| (32,193 | ) | |
| (58,922 | ) | |
| (79,369 | ) |
Profit for the period | |
| 31,002 | | |
| 4,880 | | |
| 40,817 | | |
| 35,433 | |
Attributable to: | |
| | | |
| | | |
| | | |
| | |
Owners of the Group | |
| 25,499 | | |
| (7,279 | ) | |
| 33,324 | | |
| 5,303 | |
Non-controlling interest | |
| 5,503 | | |
| 12,159 | | |
| 7,493 | | |
| 30,130 | |
| |
| 31,002 | | |
| 4,880 | | |
| 40,817 | | |
| 35,433 | |
Earnings/(loss) per share – basic | |
| 0.32 | | |
| (0.12 | ) | |
| 0.43 | | |
| 0.01 | |
Earnings/(loss) per share – diluted | |
| 0.31 | | |
| (0.12 | ) | |
| 0.43 | | |
| 0.01 | |
Unaudited condensed consolidated statements of cash flows
For the nine months ended September 30, 2014 and September
30, 2015
(Amounts expressed in thousands of U.S. Dollars)
| |
For the nine months ended | |
| |
September 30, 2014 | | |
September 30, 2015 | |
Cash flows from operating activities: | |
| | | |
| | |
Profit for the period | |
| 40,817 | | |
| 35,433 | |
Adjustments for: | |
| | | |
| | |
Depreciation of fixed assets | |
| 48,463 | | |
| 78,179 | |
Share of profit of associate | |
| (1,246 | ) | |
| (1,180 | ) |
Financial income | |
| (212 | ) | |
| (277 | ) |
Financial costs | |
| 47,088 | | |
| 67,257 | |
Unrealized loss on swaps and ineffective portion of cash flow hedges | |
| 2,399 | | |
| 5,956 | |
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges | |
| 3,240 | | |
| 931 | |
Unrealized foreign exchange losses/(gains) on cash and cash equivalents and short-term investments | |
| 165 | | |
| (234 | ) |
Expense recognized in respect of equity-settled share-based compensation | |
| 1,284 | | |
| 2,059 | |
| |
| 141,998 | | |
| 188,124 | |
Movements in working capital | |
| 5,376 | | |
| (14,184 | ) |
Cash provided by operations | |
| 147,374 | | |
| 173,940 | |
Interest paid | |
| (40,081 | ) | |
| (56,426 | ) |
Net cash provided by operating activities | |
| 107,293 | | |
| 117,514 | |
Cash flows from investing activities: | |
| | | |
| | |
Payments for tangible fixed assets and vessels under construction | |
| (1,189,003 | ) | |
| (699,502 | ) |
Dividends received from associate | |
| 970 | | |
| 1,675 | |
Purchase of short-term investments | |
| (68,317 | ) | |
| (68,592 | ) |
Maturity of short-term investments | |
| 14,907 | | |
| 47,007 | |
Financial income received | |
| 196 | | |
| 239 | |
Net cash used in investing activities | |
| (1,241,247 | ) | |
| (719,173 | ) |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from bank loans and bonds | |
| 884,473 | | |
| 606,000 | |
Bank loan repayments | |
| (132,692 | ) | |
| (73,434 | ) |
Payment of loan issuance costs | |
| (11,550 | ) | |
| (6,779 | ) |
Proceeds from public offering and private placement (net of underwriting discounts and commissions) | |
| 310,241 | | |
| — | |
Proceeds from GasLog Partners’ public offerings
(net of underwriting discounts and commissions) | |
| 323,050 | | |
| 172,875 | |
Proceeds from issuance of preferred stock (net of underwriting discounts and commissions) | |
| — | | |
| 111,378 | |
Payment of equity raising costs | |
| (4,459 | ) | |
| (1,776 | ) |
Purchase of treasury shares | |
| (12,948 | ) | |
| — | |
Movement in restricted cash | |
| — | | |
| (39,174 | ) |
Dividends paid | |
| (30,562 | ) | |
| (60,388 | ) |
Net cash provided by financing activities | |
| 1,325,553 | | |
| 708,702 | |
Effects of exchange rate changes on cash and cash equivalents | |
| (165 | ) | |
| (78 | ) |
Increase in cash and cash equivalents | |
| 191,434 | | |
| 106,965 | |
Cash and cash equivalents, beginning of the period | |
| 103,798 | | |
| 211,974 | |
Cash and cash equivalents, end of the period | |
| 295,232 | | |
| 318,939 | |
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 number of 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 | |
| |
September 30, 2014 | | |
September 30, 2015 | |
Profit for the period | |
| 31,002 | | |
| 4,880 | |
Depreciation of fixed assets | |
| 21,400 | | |
| 28,210 | |
Financial costs | |
| 17,731 | | |
| 24,483 | |
Financial income | |
| (61 | ) | |
| (128 | ) |
(Gain)/loss on swaps | |
| (1,405 | ) | |
| 8,228 | |
EBITDA | |
| 68,667 | | |
| 65,673 | |
Foreign exchange losses, net | |
| 34 | | |
| 10 | |
Adjusted EBITDA | |
| 68,701 | | |
| 65,683 | |
| |
| | | |
| | |
Reconciliation of Adjusted Profit to Profit:
(Amounts expressed in thousands of U.S. Dollars)
| |
For the three months ended | |
| |
September 30, 2014 | | |
September 30, 2015 | |
Profit for the period | |
| 31,002 | | |
| 4,880 | |
Non-cash (gain)/loss on swaps | |
| (4,363 | ) | |
| 5,901 | |
Foreign exchange losses, net | |
| 34 | | |
| 10 | |
Adjusted Profit | |
| 26,673 | | |
| 10,791 | |
| |
| | | |
| | |
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 | |
| |
September 30,
2014 | | |
September 30,
2015 | |
Profit/(loss) for the period attributable to owners of the Group | |
| 25,499 | | |
| (7,279 | ) |
Less: | |
| | | |
| | |
Dividend on preferred stock | |
| — | | |
| (2,516 | ) |
Profit/(loss) for the period available to owners of the Group used in EPS calculation | |
| 25,499 | | |
| (9,795 | ) |
Weighted average number of shares outstanding, basic | |
| 80,931,590 | | |
| 80,496,499 | |
Earnings/(losses) per share | |
| 0.32 | | |
| (0.12 | ) |
Profit/(loss) for the period available to owners of the Group used in EPS calculation | |
| 25,499 | | |
| (9,795 | ) |
Plus: | |
| | | |
| | |
Non-cash (gain)/loss on swaps | |
| (4,363 | ) | |
| 5,901 | |
Foreign exchange losses, net | |
| 34 | | |
| 10 | |
Adjusted Profit/(loss) attributable to owners of the Group | |
| 21,170 | | |
| (3,884 | ) |
Weighted average number of shares outstanding, basic | |
| 80,931,590 | | |
| 80,496,499 | |
Adjusted Earnings/(losses) per share | |
| 0.26 | | |
| (0.05 | ) |
Exhibit 99.2
Financial Report for the Three Months
and Nine Months Ended September 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 nine-month periods ended September 30, 2015 and September 30, 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 our operating ships, the eight ships owned by the Partnership and seven of our eight newbuildings on order.
From September 30, 2015, these contracts are expected to provide total contracted revenue of approximately $3.8 billion during
their initial terms, which expire between 2016 and 2029. 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. Three of our ships are operating in the spot/short-term market and
have entered into a pool agreement (refer to “Recent Developments” below).
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.
Recent Developments
Dividend Declaration
On September 18, 2015, the board of directors
declared a dividend on the Series A Preference Shares of $0.546875 per share or $2.52 million in the aggregate payable on October
1, 2015 to holders of record as of September 30, 2015. GasLog paid the declared dividend to the transfer agent in September 2015.
On November 4, 2015, the board of directors
declared a quarterly cash dividend of $0.14 per common share payable on November 19, 2015 to shareholders of record as of November
16, 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.
Financing of Eight Newbuildings
On October 16, 2015, GasLog entered into
a debt financing agreement with 14 international banks for $1.3 billion to partially finance the delivery of our eight newbuildings
expected to be delivered in 2016, 2018 and 2019. The financing is the largest in GasLog’s history and has a tenor of up to
12 years with an amortization profile of 15 years from vessels’ delivery. The final commitments were more than two times
oversubscribed from a combination of new and existing lending institutions. The financing was backed by the Export Import Bank
of Korea (“KEXIM”) and the Korea Trade Insurance Corporation (“K-Sure”), who are either directly lending
or providing cover for over 60% of the facility. Seven of the eight newbuildings with contracts are eligible for future dropdown
into GasLog Partners.
LNG Carrier Pool Agreement with Dynagas
Ltd. (“Dynagas”) and Golar LNG Ltd. (“Golar”) (the “Cool Pool”)
On October 1, 2015, GasLog, Dynagas and
Golar established the Cool Pool to market their vessels, which are currently operating in the LNG shipping spot market.
The Cool Pool allows the participating
owners to optimize the operation of the pool vessels through improved scheduling ability, cost efficiencies and common marketing.
The objective of the Cool Pool is to serve the transportation requirements of a rapidly growing LNG shipping market by providing
customers with reliable, yet flexible, and innovative solutions to meet their increasingly complex shipping requirements.
The Cool Pool will initially consist of
14 modern, high quality and essentially equivalent vessels powered by fuel efficient Tri Fuel Diesel Electric (“TFDE”)
propulsion technology. The three owners’ initial vessels eligible for participation in the Cool Pool will be as follows: GasLog:
three vessels; Dynagas: three vessels; and Golar: eight vessels. Each vessel owner will continue to be fully responsible for the
manning and technical management of their respective vessels.
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.
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
As of September 30, 2015, our wholly owned
fleet consists of the following vessels:
|
|
|
|
|
Cargo |
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Capacity |
|
|
|
|
|
Charter |
|
Optional |
Vessel Name |
|
Built |
|
(cbm) |
|
Charterer(1) |
|
Propulsion |
|
Expiration(2) |
|
Period(3) |
1 |
GasLog Savannah |
|
2010 |
|
155,000 |
|
BG Group |
|
TFDE |
|
September 2016 |
|
2017-2023 |
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:
|
|
|
|
|
Cargo |
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Capacity |
|
|
|
|
|
Charter |
|
Optional |
Vessel Name |
|
Built |
|
(cbm) |
|
Charterer(1) |
|
Propulsion |
|
Expiration(2) |
|
Period(3) |
1 |
GasLog Shanghai |
|
2013 |
|
155,000 |
|
BG Group |
|
TFDE |
|
May 2018(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 |
(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 Singapore has unilateral options to extend the term of the time charter for periods ranging from 30 months to 90
months. The charterer of the GasLog Savannah has unilateral options to extend the term of the charter for four consecutive
periods ranging from 12 to 27 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 charter 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 that have been contributed to the Cool Pool. |
(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 eight months under such agreement, if MSL does not exercise the charter extension options
for the GasLog Sydney, 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 of GasLog,
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 bareboat or time charter arrangements for
such vessels that are designed to guarantee the total cash distribution from the vessels. |
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 September 30, 2014 compared to
the three-month period ended September 30, 2015
| |
For the three months ended | |
Amounts are in thousands of U.S. Dollars | |
September 30, 2014 | | |
September 30, 2015 | |
Revenues | |
| 99,411 | | |
| 105,791 | |
Vessel operating and supervision costs | |
| (20,909 | ) | |
| (29,608 | ) |
Depreciation of fixed assets | |
| (21,400 | ) | |
| (28,210 | ) |
General and administrative expenses | |
| (10,291 | ) | |
| (10,900 | ) |
Profit from operations | |
| 46,811 | | |
| 37,073 | |
Financial costs | |
| (17,731 | ) | |
| (24,483 | ) |
Financial income | |
| 61 | | |
| 128 | |
Gain/(loss) on swaps | |
| 1,405 | | |
| (8,228 | ) |
Share of profit of associate | |
| 456 | | |
| 390 | |
Total other expenses, net | |
| (15,809 | ) | |
| (32,193 | ) |
Profit for the period | |
| 31,002 | | |
| 4,880 | |
Non-controlling interest | |
| (5,503 | ) | |
| (12,159 | ) |
Profit/(loss) attributable to owners of the Group | |
| 25,499 | | |
| (7,279 | ) |
During the three-month period ended September
30, 2014, we had an average of 15.0 ships operating in our owned fleet, having 1,371 operating days and an average of 20.0 ships
operating under our technical management (including our 14.0 owned ships). During the three-month period ended September 30, 2015,
we had an average of 19.0 ships operating in our owned fleet (including ships owned by the Partnership), having 1,568 operating
days and an average of 22.0 ships operating under our technical management (including our 18.0 owned ships).
Revenues:
Revenues increased
by 6.42%, or $6.38 million, from $99.41 million during the three-month period ended September 30, 2014, to $105.79 million during
the three-month period ended September 30, 2015. The increase is mainly attributable to an increase in revenues by $18.30
million due to 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
GasLog Saratoga and the GasLog Salem on 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 decrease of $7.23 million in earnings of a vessel operating in the spot market, a decrease of $2.34 million caused by
the off-hire days due to drydocking of one of our vessels and a decrease of $1.42 million in revenues from all other vessels. The
daily hire rate for the three-month period ended September 30, 2014 was $71,435 as compared to $67,122 for the three-month period
ended September 30, 2015 affected by the decrease in the spot market. There was also a decrease of $0.93 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 41.61% or $8.70 million, from $20.91 million during the three-month period ended September 30, 2014, to $29.61 million
during the three-month period ended September 30, 2015. The increase is primarily attributable to the increase in our fleet
in the three-month period ended September 30, 2015, compared to the same period of 2014, as described above, as well as an
increase in technical maintenance expenses, due to the two drydockings completed in the third quarter of 2015.
Depreciation:
Depreciation increased by 31.82%, or $6.81
million, from $21.40 million during the three-month period ended September 30, 2014, to $28.21 million during the three-month period
ended September 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 September 30, 2015, compared to the same period of 2014.
General and Administrative Expenses:
General and administrative expenses increased
by 5.93%, or $0.61 million, from $10.29 million during the three-month period ended September 30, 2014, to $10.90 million during
the three-month period ended September 30, 2015. The increase is mainly attributable to a $1.33 million increase in legal fees
and other professional services and an increase in equity-settled compensation expense of $0.22 million. These were partially offset
by a decrease of $0.59 million in personnel related expenses and a decrease of all other expenses by $0.35 million.
Financial Costs:
Financial costs increased by 38.07%, or
$6.75 million, from $17.73 million during the three-month period ended September 30, 2014, to $24.48 million during the three-month
period ended September 30, 2015. The increase is attributable to an increase of $5.45 million in interest expense on loans, bond
and cash flow hedges and an increase of $1.30 million in the amortization of deferred loan fees. During the three-month period
ended September 30, 2015, we had an average of $2,513.13 million of outstanding indebtedness including our NOK bond agreement,
having an aggregate weighted average interest rate of 3.28%, and during the three-month period ended September 30, 2014, we had
an average of $1,991.18 million of outstanding indebtedness, with a weighted average interest rate of 3.07%. These weighted average
interest rates include interest expense on loans and cash flow hedges and interest expense on bond and cross-currency swaps (“CCS”).
Gain/(loss) on Swaps:
Loss on swaps increased by $9.64 million,
from $1.41 million gain during the three-month period ended September 30, 2014, to $8.23 million loss during the three-month period
ended September 30, 2015. The increase is mainly attributable to an increase of $10.77 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 $5.54 million for the three-month
period ended September 30, 2015 as compared to a gain of $5.23 million for the three-month period ended September 30, 2014, partially
offset by a decrease of $0.63 million in realized loss from interest rate swaps held for trading and a decrease of $0.55 million
in loss that was reclassified from equity to the statement of profit or loss related to the interest rate swaps for which hedge
accounting was discontinued. In the three-month period ended September 30, 2015, the loss 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
down as compared to the end of the previous quarter.
Profit for the Period:
Profit decreased by 84.26%, or $26.12 million,
from $31.00 million for the three-month period ended September 30, 2014, to $4.88 million for the three-month period ended September
30, 2015, as a result of the aforementioned factors.
Nine-month period ended September 30, 2014 compared to
the nine-month period ended September 30, 2015
| |
For the nine months ended | |
Amounts are in thousands of U.S. Dollars | |
September 30, 2014 | | |
September 30, 2015 | |
Revenues | |
| 229,718 | | |
| 307,557 | |
Vessel operating and supervision costs | |
| (56,970 | ) | |
| (84,178 | ) |
Depreciation of fixed assets | |
| (48,463 | ) | |
| (78,179 | ) |
General and administrative expenses | |
| (24,546 | ) | |
| (30,398 | ) |
Profit from operations | |
| 99,739 | | |
| 114,802 | |
Financial costs | |
| (47,088 | ) | |
| (67,257 | ) |
Financial income | |
| 212 | | |
| 277 | |
Loss on swaps | |
| (13,292 | ) | |
| (13,569 | ) |
Share of profit of associate | |
| 1,246 | | |
| 1,180 | |
Total other expenses, net | |
| (58,922 | ) | |
| (79,369 | ) |
Profit for the period | |
| 40,817 | | |
| 35,433 | |
Non-controlling interest | |
| (7,493 | ) | |
| (30,130 | ) |
Profit attributable to owners of the Group | |
| 33,324 | | |
| 5,303 | |
During the nine-month period ended September
30, 2014, we had an average of 11.4 ships operating in our owned fleet, having 3,035 operating days and an average of 20.0 ships
operating under our technical management (including our 11.1 owned ships). During the nine-month period ended September 30, 2015,
we had an average of 17.9 ships operating in our owned fleet (including ships owned by the Partnership), having 4,386 operating
days and an average of 21.6 ships operating under our technical management (including our 16.9 owned ships).
Revenues:
Revenues increased
by 33.88%, or $77.84 million, from $229.72 million during the nine-month period ended September 30, 2014, to $307.56 million during
the nine-month period ended September 30, 2015. The increase is mainly attributable to an increase in revenues by $102.49
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 decrease of $6.79 million in earnings
of a vessel operating in the spot market, a decrease of $2.19 million in revenues from all other vessels, and a decrease in revenues
of $11.72 million caused mainly by the off-hire days due to the drydockings of seven of our vessels. The daily hire rate for the
nine-month period ended September 30, 2014 was $73,729 as compared to $69,673 for the nine-month period ended September 30, 2015
affected by the decrease in the spot market. There was also a decrease of $3.98 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 47.76%, or $27.21 million, from $56.97 million during the nine-month period ended September 30, 2014, to
$84.18 million during the nine-month period ended September 30, 2015. The increase is primarily attributable to the increase
in our fleet in the nine-month period ended September 30, 2015, compared to the same period of 2014, as described above,
partially offset by the favorable movement of the EUR/USD exchange rate affecting crew wages.
Depreciation:
Depreciation increased by 61.33%, or $29.72
million, from $48.46 million during the nine-month period ended September 30, 2014, to $78.18 million during the nine-month period
ended September 30, 2015. The increase in depreciation resulted from the increase in the average number of vessels in our fleet
in the nine-month period ended September 30, 2015, compared to the same period of 2014.
General and Administrative Expenses:
General and administrative expenses increased
by 23.83%, or $5.85 million, from $24.55 million during the nine-month period ended September 30, 2014, to $30.40 million during
the nine-month period ended September 30, 2015. The increase is mainly attributable to a $3.68 million increase in legal fees and
other professional services including those related to the Partnership’s listing requirements, an increase in personnel related
expenses of $0.82 million related to the growth of the Group, an increase in equity-settled compensation expense of $0.78 million,
an increase in board of directors’ fees of $0.47 million, an increase of $0.49 million in rent and utilities related to the
new offices in London, New York and Singapore and an increase in various other expenses of $0.02 million. The above increases were
partially offset by a decrease of $0.41 million in net foreign exchange losses.
Financial Costs:
Financial costs increased by 42.83%, or
$20.17 million, from $47.09 million during the nine-month period ended September 30, 2014 to $67.26 million during the nine-month
period ended September 30, 2015. The increase is mainly attributable to an increase of $20.43 million in interest expense on loans,
bond and cash flow hedges. During the nine-month period ended September 30, 2015, we had an average of $2,322.56 million of outstanding
indebtedness including our NOK bond agreement, having an aggregate weighted average interest rate of 3.31%, and during the nine-month
period ended September 30, 2014, we had an average of $1,521.31 million of outstanding indebtedness with a weighted average interest
rate of 3.29%. These weighted average interest rates include interest expense on loans and cash flow hedges and interest expense
on bond CCSs.
Loss on Swaps:
Loss on swaps increased by 2.11%, or $0.28
million, from $13.29 million during the nine-month period ended September 30, 2014, to $13.57 million during the nine-month period
ended September 30, 2015. The increase in loss is mainly attributable to an increase of $3.72 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 $5.97 million for
the nine-month period ended September 30, 2015 as compared to a loss of $2.25 million for the nine-month period ended September
30, 2014, partially offset by a decrease of $0.97 million in realized loss from interest rate swaps held for trading, a decrease
of $2.31 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 $0.16 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 decreased by 13.20%, or $5.39 million,
from $40.82 million for the nine-month period ended September 30, 2014, to $35.43 million for the nine-month period ended September
30, 2015, as a result of the aforementioned factors.
Customers
For the nine-month period ended September
30, 2015, we received 81.7% 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, 11.9% of our revenues from Shell and 6.2% of our revenues from various charterers in
the spot/short-term market. For the nine-month period ended September 30, 2014, we received 80.4% of our revenues from MSL, 0.3%
of our revenues from Egypt LNG, 11.2% of our revenues from Shell, 7.8% of our revenues from various charterers in the spot/short-term
market and 0.3% from another customer.
Seasonality
Since our owned ships are primarily employed
under multi-year, fixed-rate charter arrangements, seasonal trends do not materially impact the revenues earned by our vessels
during the year. Seasonality also does not have a significant impact on revenues earned by our management services, as we provide
technical ship management and ship construction supervision services under fixed-rate agreements.
Additionally, our business is not subject
to seasonal borrowing requirements.
Liquidity and Capital Resources
Our primary liquidity needs are to fund
our ship-operating expenses, finance the purchase and construction of our newbuildings, purchase 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 September 30, 2015, we had $318.94
million of cash and cash equivalents, of which $209.87 million was held in time deposits and the remaining balance in current accounts.
Moreover, as of September 30, 2015, GasLog had $50.0 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 September 30, 2015, GasLog had $62.0 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 September 30, 2015, GasLog had an
aggregate of $2.44 billion of indebtedness outstanding under eleven credit facilities, of which $621.44 million is repayable within
one year, including $42.18 million under the revolving credit facility. As of September 30, 2015, GasLog had $117.88 million outstanding
under the NOK bond agreement that is payable in June 2018.
As of September 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 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, replacing the previous guarantor, GasLog Carriers Ltd.
As of September 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 September 30, 2015, the total remaining balance of the contract prices of the eight newbuildings
was $1.46 billion and it will be partially financed by the $1.3 billion financing signed in October 2015.
GasLog has hedged 44.4% of its expected
floating interest rate exposure at a weighted average interest rate of approximately 4.6% (including margin) as of September 30,
2015.
As of September 30, 2015, we were in compliance
with the financial covenants under 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 September 30, 2015, our current assets
totaled $460.24 million while current liabilities totaled $729.05 million, resulting in a negative working capital position of
$268.81 million. Current liabilities include an amount of $457.75 million being the current portion of three credit facilities
that we are currently in discussions for refinancing with one or more term loans. Discussions to date with prospective lenders
while not yet conclusive, have been encouraging, for lending at suitable indicative terms. Based on these discussions and indicative
terms, management remains confident that planned bank refinancing will be completed on a timely basis, in advance of any forthcoming
maturities reflected in the negative working capital position as of September 30, 2015. As a matter of prudence, management are
nonetheless in parallel assessing other sources of debt financing, such that a comprehensive refinancing is completed in timely
fashion.
Other than the refinancing requirements
noted above, and taking into account generally expected market conditions and the $1.3 billion of recently announced financing,
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
Nine-month period ended September 30, 2014 compared to
the nine-month period ended September 30, 2015
The following table summarizes our net
cash flows from operating, investing and financing activities for the periods indicated:
| |
For the nine months ended | |
| |
| |
Amounts are in thousands of U.S. Dollars | |
September 30, 2014 | | |
September 30, 2015 | |
Net cash provided by operating activities | |
| 107,293 | | |
| 117,514 | |
Net cash used in investing activities | |
| (1,241,247 | ) | |
| (719,173 | ) |
Net cash provided by financing activities | |
| 1,325,553 | | |
| 708,702 | |
Net Cash Provided by Operating Activities
Net cash provided
by operating activities increased by $10.22 million, from $107.29 million during the nine-month period ended September 30, 2014
to $117.51 million in the nine-month period ended September 30, 2015. The increase was due to an increase of $74.73 million in
revenue collections, a decrease of $0.97 million in realized losses on interest rate swaps held for trading and a decrease in cash
from ship management creditors amounting to $6.47 million, partially offset by an increase of $29.67 million in payments for general
and administrative expenses, operating expenses and inventories, an increase of $16.35 million in cash paid for interest
and an increase of $25.93 million in cash collaterals.
Net Cash Used in Investing Activities
Net cash used in investing activities decreased
by $522.08 million, from $1,241.25 million in the nine-month period ended September 30, 2014 to $719.17 million in the nine-month
period ended September 30, 2015. The decrease is mainly attributable to a $490.00 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 $31.82 million, a
$0.71 million increase in dividends received from Egypt LNG Services Ltd., partially offset by a $0.51 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 $616.85 million, from $1,325.55 million in the nine-month period ended September 30, 2014 to $708.70 million in the
nine-month period ended September 30, 2015. The decrease is mainly attributable to a decrease of $278.47 million in proceeds from
our borrowings, a decrease of $349.03 million in proceeds from equity offerings (in 2014, we received $310.24 million being the
net proceeds from the public offerings and private placement completed in January and April 2014 and $323.05 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), an increase in restricted cash of $39.17
million, an increase of $29.83 million in dividend payments, partially offset by a decrease in bank loan repayments of $59.26 million,
a decrease in payment of loan issuance costs of $4.77 million, a $12.95 million decrease in payments of treasury shares and a decrease
of $2.68 million in payments of equity raising costs.
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 September 30, 2015.
| |
Contracted Charter Revenues and Days from Time Charters | |
| |
| |
| |
On and after October 1, | | |
For the years ended 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) | |
| 101.18 | | |
| 448.20 | | |
| 483.83 | | |
| 455.58 | | |
| 457.71 | | |
| 1,829.92 | | |
| 3,776.42 | |
Total contracted days(1) | |
| 1,472 | | |
| 6,200 | | |
| 6,417 | | |
| 6,015 | | |
| 5,977 | | |
| 22,248 | | |
| 48,329 | |
Total available days(2) | |
| 1,748 | | |
| 7,511 | | |
| 8,395 | | |
| 9,186 | | |
| 9,704 | | |
| 96,950 | | |
| 133,494 | |
Total unfixed days(3) | |
| 276 | | |
| 1,311 | | |
| 1,978 | | |
| 3,171 | | |
| 3,727 | | |
| 74,702 | | |
| 85,165 | |
Percentage of total contracted days/total available days | |
| 84.21 | % | |
| 82.55 | % | |
| 76.44 | % | |
| 65.48 | % | |
| 61.59 | % | |
| 22.95 | % | |
| 36.20 | % |
(1) | Reflects time charter revenues and contracted days for eight of our wholly owned ships, the eight ships owned by the Partnership
and seven of our eight newbuildings on order for which we have secured time charters. Does not include charter revenues for the
vessels operating in the spot/short-term market under the Cool Pool agreement and the Methane Nile Eagle, in which we hold
a 25% minority interest. 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.
The available days for the vessels operating in the spot/short-term market are included. |
(3) | Represents available days for ships after the expiration of existing charters (assuming charterers do not exercise any option
to extend the terms of charters) and the available days for the vessels operating in the spot/short-term market. |
The table provides additional information
about our contracted charter revenues based on contracts in effect as of September 30, 2015 for the eight ships in our wholly owned
fleet, the eight ships in the GasLog Partners’ fleet for which we have secured time charters and seven of our newbuildings
on order. 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 vessels operating in the spot/short-term market under the Cool Pool agreement
and 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 any additional
ships we may acquire or the exercise of options extending the terms of our existing charters, would result in an increase
in the number of contracted days and the contracted revenue for our fleet in the future. Although the contracted charter revenues
are based on contracted charter hire rate provisions, they reflect certain assumptions, including assumptions relating to future
ship operating costs. We consider the assumptions to be reasonable as of the date of this report, but if these assumptions prove
to be incorrect, our actual time charter revenues could differ from those reflected in the table. Furthermore, any contract is
subject to various risks, including performance by the counterparties or an early termination of the contract pursuant to its terms.
If the charterers are unable or unwilling to make charter payments to us, or if we agree to renegotiate charter terms at the request
of a charterer or if contracts are prematurely terminated for any reason, we would be exposed to prevailing market conditions at
the time, and our results of operations and financial condition may be materially adversely affected. Please see the disclosure
under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on March 26, 2015. For these
reasons, the contracted charter revenue information presented above is not fact and should not be relied upon as being necessarily
indicative of future results, and readers are cautioned not to place undue reliance on this information. Neither the Company’s
independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to
the information presented in the table, nor have they expressed any opinion or any other form of assurance on such information
or its achievability, and assume no responsibility for, and disclaim any association with, the information in the table.
Significant Accounting Policies
For a description of all of our significant
accounting policies, see Note 2 of our annual audited consolidated financial statements included in our Annual Report on Form 20-F
filed on March 26, 2015 and Note 2 of our unaudited condensed consolidated financial statements included elsewhere in this report.
GASLOG LTD.
INDEX TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
Page |
|
|
|
|
|
Unaudited condensed consolidated statements of financial position as
of December 31, 2014 and September 30, 2015 |
|
|
F-2 |
|
Unaudited condensed consolidated statements of profit or loss for the
three and nine months ended September 30, 2014 and 2015 |
|
|
F-3 |
|
Unaudited condensed consolidated statements of comprehensive income
for the three and nine months ended September 30, 2014 and 2015 |
|
|
F-4 |
|
Unaudited condensed consolidated statements of changes in equity for the nine months ended September 30, 2014 and 2015 |
|
|
F-5 |
|
Unaudited condensed consolidated statements of cash flows for the nine
months ended September 30, 2014 and 2015 |
|
|
F-6 |
|
Notes to the unaudited condensed consolidated financial statements |
|
|
F-7 |
|
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of financial
position
As of December 31, 2014 and September 30, 2015
(Amounts expressed in thousands of U.S. Dollars)
|
|
Note |
|
December 31, 2014 |
|
September 30, 2015 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
9,511 |
|
|
9,511 |
|
Investment in associate |
|
|
|
|
|
6,603 |
|
|
7,108 |
|
Deferred financing costs |
|
|
|
|
|
6,120 |
|
|
114 |
|
Other non-current assets |
|
|
|
|
|
5,785 |
|
|
31,271 |
|
Derivative financial instruments |
|
11 |
|
|
1,174 |
|
|
— |
|
Tangible fixed assets |
|
4 |
|
|
2,809,517 |
|
|
3,419,036 |
|
Vessels under construction |
|
4 |
|
|
142,776 |
|
|
166,529 |
|
Total non-current assets |
|
|
|
|
|
2,981,486 |
|
|
3,633,569 |
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
|
|
|
14,317 |
|
|
18,991 |
|
Dividends receivable and amounts due from related parties |
|
6 |
|
|
1,869 |
|
|
106 |
|
Inventories |
|
|
|
|
|
4,953 |
|
|
6,053 |
|
Prepayments and other current assets |
|
|
|
|
|
4,443 |
|
|
4,147 |
|
Restricted cash |
|
|
|
|
|
22,826 |
|
|
62,000 |
|
Short-term investments |
|
|
|
|
|
28,103 |
|
|
50,000 |
|
Cash and cash equivalents |
|
|
|
|
|
211,974 |
|
|
318,939 |
|
Total current assets |
|
|
|
|
|
288,485 |
|
|
460,236 |
|
Total assets |
|
|
|
|
|
3,269,971 |
|
|
4,093,805 |
|
Equity and liabilities |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
Preferred stock |
|
|
|
|
|
— |
|
|
46 |
|
Share capital |
|
|
|
|
|
810 |
|
|
810 |
|
Contributed surplus |
|
|
|
|
|
923,470 |
|
|
1,034,077 |
|
Reserves |
|
|
|
|
|
(12,002 |
) |
|
(14,872 |
) |
Treasury shares |
|
|
|
|
|
(12,576 |
) |
|
(12,491 |
) |
Retained earnings/(accumulated deficit) |
|
|
|
|
|
29,689 |
|
|
(3,680 |
) |
Equity attributable to owners of the Group |
|
|
|
|
|
929,391 |
|
|
1,003,890 |
|
Non-controlling interest |
|
3 |
|
|
323,646 |
|
|
503,917 |
|
Total equity |
|
|
|
|
|
1,253,037 |
|
|
1,507,807 |
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
|
|
|
|
9,668 |
|
|
19,181 |
|
Ship management creditors |
|
|
|
|
|
1,285 |
|
|
72 |
|
Amounts due to related parties |
|
6 |
|
|
181 |
|
|
121 |
|
Derivative financial instruments |
|
11 |
|
|
16,149 |
|
|
16,786 |
|
Other payables and accruals |
|
8 |
|
|
57,647 |
|
|
80,385 |
|
Borrowings—current portion |
|
5 |
|
|
116,431 |
|
|
612,505 |
|
Total current liabilities |
|
|
|
|
|
201,361 |
|
|
729,050 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
11 |
|
|
35,751 |
|
|
62,476 |
|
Borrowings—non-current portion |
|
5 |
|
|
1,778,845 |
|
|
1,793,214 |
|
Other non-current liabilities |
|
|
|
|
|
977 |
|
|
1,258 |
|
Total non-current liabilities |
|
|
|
|
|
1,815,573 |
|
|
1,856,948 |
|
Total equity and liabilities |
|
|
|
|
|
3,269,971 |
|
|
4,093,805 |
|
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of profit or
loss
For the three and nine months ended September 30, 2014 and
2015
(Amounts expressed in thousands of U.S. Dollars, except
per share data)
| |
| | |
For the three months ended | | |
For the nine months ended | |
| |
Note | | |
September 30, 2014 | | |
September 30, 2015 | | |
September 30, 2014 | | |
September 30, 2015 | |
Revenues | |
| | | |
| 99,411 | | |
| 105,791 | | |
| 229,718 | | |
| 307,557 | |
Vessel operating and supervision costs | |
| | | |
| (20,909 | ) | |
| (29,608 | ) | |
| (56,970 | ) | |
| (84,178 | ) |
Depreciation of fixed assets | |
4 | | |
| (21,400 | ) | |
| (28,210 | ) | |
| (48,463 | ) | |
| (78,179 | ) |
General and administrative expenses | |
7 | | |
| (10,291 | ) | |
| (10,900 | ) | |
| (24,546 | ) | |
| (30,398 | ) |
Profit from operations | |
| | | |
| 46,811 | | |
| 37,073 | | |
| 99,739 | | |
| 114,802 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Financial costs | |
12 | | |
| (17,731 | ) | |
| (24,483 | ) | |
| (47,088 | ) | |
| (67,257 | ) |
Financial income | |
| | | |
| 61 | | |
| 128 | | |
| 212 | | |
| 277 | |
Gain/(loss) on swaps | |
12 | | |
| 1,405 | | |
| (8,228 | ) | |
| (13,292 | ) | |
| (13,569 | ) |
Share of profit of associate | |
| | | |
| 456 | | |
| 390 | | |
| 1,246 | | |
| 1,180 | |
Total other expenses, net | |
| | | |
| (15,809 | ) | |
| (32,193 | ) | |
| (58,922 | ) | |
| (79,369 | ) |
Profit for the period | |
| | | |
| 31,002 | | |
| 4,880 | | |
| 40,817 | | |
| 35,433 | |
Attributable to: | |
| | | |
| | | |
| | | |
| | | |
| | |
Owners of the Group | |
| | | |
| 25,499 | | |
| (7,279 | ) | |
| 33,324 | | |
| 5,303 | |
Non-controlling interest | |
| | | |
| 5,503 | | |
| 12,159 | | |
| 7,493 | | |
| 30,130 | |
| |
| | | |
| 31,002 | | |
| 4,880 | | |
| 40,817 | | |
| 35,433 | |
Earnings/(losses) per share – basic | |
15 | | |
| 0.32 | | |
| (0.12 | ) | |
| 0.43 | | |
| 0.01 | |
Earnings/(losses) per share – diluted | |
15 | | |
| 0.31 | | |
| (0.12 | ) | |
| 0.43 | | |
| 0.01 | |
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of comprehensive
income
For the three and nine months ended September 30, 2014 and
2015
(Amounts expressed in thousands of U.S. Dollars)
| |
| | |
For the three months ended | | |
For the nine months ended | |
| |
Note | | |
September 30,
2014 | | |
September 30,
2015 | | |
September 30,
2014 | | |
September 30,
2015 | |
Profit for the period | |
| | | |
| 31,002 | | |
| 4,880 | | |
| 40,817 | | |
| 35,433 | |
Other comprehensive income/(loss): | |
| | | |
| | | |
| | | |
| | | |
| | |
Items that may be reclassified subsequently to profit or loss: | |
| | | |
| | | |
| | | |
| | | |
| | |
Effective portion of changes in fair value of cash flow hedges, net of amounts recycled to profit or loss | |
| 11 | | |
| 3,210 | | |
| (5,350 | ) | |
| (4,127 | ) | |
| (5,721 | ) |
Recycled loss of cash flow hedges reclassified to profit or loss in relation to derivatives no longer designated as hedges | |
| 12 | | |
| 915 | | |
| 364 | | |
| 3,240 | | |
| 931 | |
Other comprehensive income/(loss) for the period | |
| | | |
| 4,125 | | |
| (4,986 | ) | |
| (887 | ) | |
| (4,790 | ) |
Total comprehensive income/(loss) for the period | |
| | | |
| 35,127 | | |
| (106 | ) | |
| 39,930 | | |
| 30,643 | |
Attributable to: | |
| | | |
| | | |
| | | |
| | | |
| | |
Owners of the Group | |
| | | |
| 29,370 | | |
| (12,265 | ) | |
| 32,183 | | |
| 513 | |
Non-controlling interest | |
| | | |
| 5,757 | | |
| 12,159 | | |
| 7,747 | | |
| 30,130 | |
| |
| | | |
| 35,127 | | |
| (106 | ) | |
| 39,930 | | |
| 30,643 | |
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of changes in
equity
For the nine months ended September 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 | | |
| — | | |
| 308,506 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 308,687 | | |
| — | | |
| 308,687 | |
Net proceeds from GasLog Partners’ public
offerings | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 319,129 | | |
| 319,129 | |
Dividend paid ($0.36 per share) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (28,572 | ) | |
| (28,572 | ) | |
| (1,990 | ) | |
| (30,562 | ) |
Expense recognized in respect of equity-settled employee benefits | |
| — | | |
| — | | |
| — | | |
| 1,284 | | |
| — | | |
| — | | |
| — | | |
| 1,284 | | |
| — | | |
| 1,284 | |
Treasury shares | |
| — | | |
| — | | |
| — | | |
| — | | |
| (12,948 | ) | |
| — | | |
| — | | |
| (12,948 | ) | |
| — | | |
| (12,948 | ) |
Profit for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 33,324 | | |
| 33,324 | | |
| 7,493 | | |
| 40,817 | |
Other comprehensive (loss)/income for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,141 | ) | |
| — | | |
| — | | |
| (1,141 | ) | |
| 254 | | |
| (887 | ) |
Total comprehensive (loss)/ income for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,141 | ) | |
| — | | |
| 33,324 | | |
| 32,183 | | |
| 7,747 | | |
| 39,930 | |
Balance at September 30, 2014 | |
| 810 | | |
| — | | |
| 923,470 | | |
| 12,516 | | |
| (28,749 | ) | |
| — | | |
| 32,120 | | |
| 940,167 | | |
| 324,886 | | |
| 1,265,053 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
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 | | |
| 110,607 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 110,653 | | |
| — | | |
| 110,653 | |
Net proceeds from GasLog Partners’ public offering | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 171,857 | | |
| 171,857 | |
Dividend paid (common and preferred shares) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (38,672 | ) | |
| (38,672 | ) | |
| (21,716 | ) | |
| (60,388 | ) |
Expense recognized in respect of equity-settled employee benefits, net of accrued dividend | |
| — | | |
| — | | |
| — | | |
| 2,005 | | |
| — | | |
| — | | |
| — | | |
| 2,005 | | |
| — | | |
| 2,005 | |
Settlement of share-based compensation | |
| — | | |
| — | | |
| — | | |
| (85 | ) | |
| — | | |
| 85 | | |
| — | | |
| — | | |
| — | | |
| — | |
Profit for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 5,303 | | |
| 5,303 | | |
| 30,130 | | |
| 35,433 | |
Other comprehensive loss for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,790 | ) | |
| — | | |
| — | | |
| (4,790 | ) | |
| — | | |
| (4,790 | ) |
Total comprehensive (loss)/ income for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,790 | ) | |
| — | | |
| 5,303 | | |
| 513 | | |
| 30,130 | | |
| 30,643 | |
Balance at September 30, 2015 | |
| 810 | | |
| 46 | | |
| 1,034,077 | | |
| 14,636 | | |
| (29,508 | ) | |
| (12,491 | ) | |
| (3,680 | ) | |
| 1,003,890 | | |
| 503,917 | | |
| 1,507,807 | |
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of cash flows
For the nine months ended September 30, 2014 and 2015
(Amounts expressed in thousands of U.S. Dollars)
|
|
|
|
For the nine months ended |
|
|
|
Note |
|
September 30, 2014 |
|
September 30, 2015 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
40,817 |
|
|
35,433 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
Depreciation of fixed assets |
|
|
|
|
48,463 |
|
|
78,179 |
|
Share of profit of associate |
|
|
|
|
(1,246 |
) |
|
(1,180 |
) |
Financial income |
|
|
|
(212 |
) |
|
(277 |
) |
Financial costs |
|
|
|
|
47,088 |
|
|
67,257 |
|
Unrealized loss on swaps and ineffective portion of cash flow hedges |
|
|
|
|
2,399 |
|
|
5,956 |
|
Recycled loss of cash flow hedges reclassified
to profit or loss in relation to derivatives no longer designated as hedges |
|
|
|
|
3,240 |
|
|
931 |
|
Unrealized foreign exchange losses/(gains) on cash and cash equivalents
and short-term investments |
|
|
|
|
165 |
|
|
(234 |
) |
Expense recognized in respect of equity-settled
share-based compensation |
|
|
|
|
1,284 |
|
|
2,059 |
|
|
|
|
|
|
141,998 |
|
|
188,124 |
|
Movements in working capital |
|
|
|
|
5,376 |
|
|
(14,184 |
) |
Cash provided by operations |
|
|
|
|
147,374 |
|
|
173,940 |
|
Interest paid |
|
|
|
|
(40,081 |
) |
|
(56,426 |
) |
Net cash provided by operating activities |
|
|
|
|
107,293 |
|
|
117,514 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Payments for tangible fixed assets and vessels under construction |
|
|
|
|
(1,189,003 |
) |
|
(699,502 |
) |
Dividends received from associate |
|
|
|
|
970 |
|
|
1,675 |
|
Purchase of short-term investments |
|
|
|
|
(68,317 |
) |
|
(68,592 |
) |
Maturity of short-term investments |
|
|
|
14,907 |
|
|
47,007 |
|
Financial income received |
|
|
|
|
196 |
|
|
239 |
|
Net cash used in investing activities |
|
|
|
|
(1,241,247 |
) |
|
(719,173 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds from bank loans and bonds |
|
|
|
|
884,473 |
|
|
606,000 |
|
Bank loan repayments |
|
|
|
|
(132,692 |
) |
|
(73,434 |
) |
Payment of loan issuance costs |
|
|
|
|
(11,550 |
) |
|
(6,779 |
) |
Proceeds from public offering and private placement (net of underwriting discounts and commissions) |
|
|
|
|
310,241 |
|
|
— |
|
Proceeds from GasLog Partners’ public
offerings (net of underwriting discounts and commissions) |
|
|
|
323,050 |
|
|
172,875 |
|
Proceeds from issuance of preferred stock (net of underwriting discounts
and commissions) |
|
|
|
|
— |
|
|
111,378 |
|
Payment of equity raising costs |
|
|
|
|
(4,459 |
) |
|
(1,776 |
) |
Purchase of treasury shares |
|
|
|
|
(12,948 |
) |
|
— |
|
Movement in restricted cash |
|
|
|
|
— |
|
|
(39,174 |
) |
Dividends paid |
|
|
|
|
(30,562 |
) |
|
(60,388 |
) |
Net cash provided by financing activities |
|
|
|
|
1,325,553 |
|
|
708,702 |
|
Effects of exchange rate changes on cash and cash equivalents |
|
|
|
|
(165 |
) |
|
(78 |
) |
Increase in cash and cash equivalents |
|
|
|
|
191,434 |
|
|
106,965 |
|
Cash and cash equivalents, beginning of the period |
|
|
|
|
103,798 |
|
|
211,974 |
|
Cash and cash equivalents, end of the period |
|
|
|
|
295,232 |
|
|
318,939 |
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities |
13 |
|
|
|
|
|
|
|
Capital expenditures included in liabilities at the end of the period |
|
|
|
|
5,882 |
|
|
19,948 |
|
Equity raising costs included in liabilities
at the end of the period |
|
|
|
|
1,014 |
|
|
96 |
|
Loan issuance costs included in liabilities at the end of the period |
|
|
|
|
639 |
|
|
1,548 |
|
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial
statements
For the nine months ended September 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 September 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 September 30, 2015, GasLog holds
a 32.9% interest (including the 2% interest through general partner units) 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 September 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-twenty two Ltd. |
|
Bermuda |
|
May 2014 |
|
Vessel-owning company |
|
174,000 |
|
Hull No. 2130 |
|
Q1 2018(1) |
GAS-twenty three Ltd. |
|
Bermuda |
|
May 2014 |
|
Vessel-owning company |
|
174,000 |
|
Hull No. 2131 |
|
Q1 2019(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 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 |
GAS-nineteen Ltd. (2) |
|
Bermuda |
|
April 2014 |
|
Vessel-owning company |
|
145,000 |
|
Methane Alison Victoria |
|
June 2014 |
GAS-twenty Ltd. (2) |
|
Bermuda |
|
April 2014 |
|
Vessel-owning company |
|
145,000 |
|
Methane Shirley Elisabeth |
|
June 2014 |
GAS-twenty one Ltd. (2) |
|
Bermuda |
|
April 2014 |
|
Vessel-owning company |
|
145,000 |
|
Methane Heather Sally |
|
June 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 September 30, 2015 are presented. |
|
|
(2) |
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
(Note 3). |
On October 1, 2015,
GasLog, Dynagas Ltd. (“Dynagas”) and Golar LNG Ltd. (“Golar”) signed an LNG carrier pooling agreement
(the “LNG Carrier Pool”) to market their vessels, which are currently operating in the LNG shipping spot market.
The LNG Carrier
Pool – named the “Cool Pool” – will initially consist of 14 modern, high quality and essentially
equivalent vessels powered by fuel efficient Tri Fuel Diesel Electric (“TFDE”) propulsion technology. The three
owners’ initial vessels eligible for participation in the Cool Pool will be as follows: Dynagas: three vessels;
GasLog: three vessels; and Golar: eight vessels. Each vessel owner will continue to be fully responsible for the manning and
technical management of their respective vessels. For the operation of the Cool Pool, a Marshall Islands service company
named “The Cool Pool Limited”, was incorporated in September 2015.
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 November 4, 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 September 30, 2015,
our current assets totaled $460,236 while current liabilities totaled $729,050, resulting in a negative working capital position
of $268,814. Current liabilities include $621,444 of loans due within one year, $457,750 of which we are currently seeking to
refinance. Discussions to date with prospective lenders, while not yet conclusive, have been encouraging, for lending at suitable
indicative terms. Based on these discussions and indicative terms, management remains confident that planned bank refinancing
will be completed on a timely basis, in advance of any forthcoming maturities reflected in the negative working capital position
as of September 30, 2015. As a matter of prudence, management are nonetheless in parallel assessing other sources of debt financing,
such that a comprehensive refinancing is completed in timely fashion.
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 was amended in September 2015
to delay the effective date to 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 $110,653. 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 proceeds from this offering
after deducting underwriting discounts and other offering expenses, were $171,857. 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 September 30, 2015 was as follows:
Non-controlling interest |
|
|
|
|
At January 1, 2015 |
|
|
323,646 |
|
Net proceeds from the Partnership’s equity offering |
|
|
171,857 |
|
Dividend declared and paid |
|
|
(21,716 |
) |
Profit allocated to non-controlling interest |
|
|
30,130 |
|
At September 30, 2015 |
|
|
503,917 |
|
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 |
|
481,014 |
|
|
2,339 |
|
|
483,353 |
|
|
228,098 |
|
Transfer from vessels under construction |
|
204,345 |
|
|
— |
|
|
204,345 |
|
|
(204,345 |
) |
Write-off of fully amortized drydocking component |
|
(8,137 |
) |
|
— |
|
|
(8,137 |
) |
|
— |
|
At September 30, 2015 |
|
3,614,336 |
|
|
7,538 |
|
|
3,621,874 |
|
|
166,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2015 |
|
130,597 |
|
|
2,199 |
|
|
132,796 |
|
|
— |
|
Depreciation expense |
|
77,756 |
|
|
423 |
|
|
78,179 |
|
|
— |
|
Write-off of fully amortized drydocking component |
|
(8,137 |
) |
|
— |
|
|
(8,137 |
) |
|
— |
|
At September 30, 2015 |
|
200,216 |
|
|
2,622 |
|
|
202,838 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2014 |
|
2,806,517 |
|
|
3,000 |
|
|
2,809,517 |
|
|
142,776 |
|
At September 30, 2015 |
|
3,414,120 |
|
|
4,916 |
|
|
3,419,036 |
|
|
166,529 |
|
Vessels with an aggregate carrying amount
of $3,414,120 as of September 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 September 30, 2015, the Group has paid to
the shipyard $150,810 for the vessels that are under construction, has outstanding liabilities of $9,912 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 September 30, 2015 were as follows:
|
|
December 31, 2014 |
|
September 30, 2015 |
|
Progress shipyard installments |
|
|
140,824 |
|
|
160,722 |
|
Onsite supervision costs |
|
|
1,796 |
|
|
3,301 |
|
Shipyard commission |
|
|
(197 |
) |
|
— |
|
Spare parts, equipment and other vessel delivery expenses |
|
|
353 |
|
|
2,506 |
|
Total |
|
|
142,776 |
|
|
166,529 |
|
5. Borrowings
|
|
December 31, 2014 |
|
September 30, 2015 |
|
Amounts due within one year |
|
|
121,824 |
|
|
621,444 |
|
Less: unamortized deferred loan issuance costs |
|
|
(5,393 |
) |
|
(8,939 |
) |
Borrowings – current portion |
|
|
116,431 |
|
|
612,505 |
|
Amounts due after one year |
|
|
1,804,658 |
|
|
1,820,744 |
|
Plus: unamortized premium(1) |
|
|
3,504 |
|
|
2,813 |
|
Less: unamortized deferred loan issuance costs |
|
|
(29,317 |
) |
|
(30,343 |
) |
Borrowings – non-current portion |
|
|
1,778,845 |
|
|
1,793,214 |
|
Total |
|
|
1,895,276 |
|
|
2,405,719 |
|
| (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 nine months ended September 30, 2015,
repayments related to the loan facilities of $73,434 (nine months ended September 30, 2014: $132,692) 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 nine-month
period ended September 30, 2015 have been accounted for as deferred financing fees and
will be amortized over the remaining term of the loan facility with the effective interest
method. |
| • | 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 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 September 30, 2015 was $113,380 while its fair value was $120,848 based on a USD/NOK exchange rate of 0.1179 as
of September 30, 2015.
The Group was in compliance with
the covenants under the NOK bond agreement as of September 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 | | |
September 30, 2015 | |
Dividends receivable from associate | |
| 1,000 | | |
| — | |
Commission for newbuildings | |
| 789 | | |
| — | |
Other receivables | |
| 80 | | |
| 106 | |
Total | |
| 1,869 | | |
| 106 | |
Current Liabilities
| |
December 31, 2014 | | |
September 30, 2015 | |
Ship management creditors | |
| 97 | | |
| 11 | |
Amounts due to related parties | |
| 181 | | |
| 121 | |
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 $121 as
of September 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 nine months ended | |
| |
September 30, 2014 | | |
September 30, 2015 | | |
September 30, 2014 | | |
September 30, 2015 | |
Employee costs | |
| 4,606 | | |
| 4,020 | | |
| 11,925 | | |
| 12,741 | |
Board of directors’ fees | |
| 525 | | |
| 592 | | |
| 1,379 | | |
| 1,847 | |
Recognition of share-based compensation | |
| 560 | | |
| 785 | | |
| 1,284 | | |
| 2,059 | |
Rent and utilities | |
| 435 | | |
| 572 | | |
| 1,148 | | |
| 1,633 | |
Travel and accommodation | |
| 653 | | |
| 476 | | |
| 1,665 | | |
| 1,512 | |
Legal and professional fees | |
| 2,664 | | |
| 3,990 | | |
| 5,233 | | |
| 8,911 | |
Foreign exchange differences, net | |
| 109 | | |
| 119 | | |
| 273 | | |
| (141 | ) |
Other expenses | |
| 739 | | |
| 346 | | |
| 1,639 | | |
| 1,836 | |
Total | |
| 10,291 | | |
| 10,900 | | |
| 24,546 | | |
| 30,398 | |
8. Other Payables and Accruals
An analysis of other payables and accruals
is as follows:
| |
December 31, 2014 | | |
September 30, 2015 | |
Social contributions | |
| 1,297 | | |
| 785 | |
Unearned revenue | |
| 24,180 | | |
| 33,823 | |
Accrued legal and professional fees | |
| 1,511 | | |
| 2,798 | |
Accrued board of directors’ fees | |
| 585 | | |
| 593 | |
Accrued employee costs | |
| 4,141 | | |
| 4,326 | |
Accrued off-hire | |
| 10,913 | | |
| 12,269 | |
Accrued crew costs | |
| 3,030 | | |
| 4,979 | |
Accrued purchases | |
| 4,523 | | |
| 7,349 | |
Accrued financing cost | |
| 476 | | |
| 1,499 | |
Accrued interest | |
| 6,087 | | |
| 8,688 | |
Other accruals | |
| 904 | | |
| 3,276 | |
Total | |
| 57,647 | | |
| 80,385 | |
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 September 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 | | |
| 110,607 | | |
| — | |
Treasury shares distributed for awards
vested in the period (Note 14) | |
| 3,373 | | |
| (3,373 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 85 | |
Outstanding as of September 30, 2015 | |
| 80,496,499 | | |
| 496,627 | | |
| 4,600,000 | | |
| 85,593,126 | | |
| 810 | | |
| 46 | | |
| 1,034,077 | | |
| (12,491 | ) |
The treasury shares were acquired by GasLog
in 2014 in relation to the share-based compensation (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 $110,653. 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.
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.
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 for a total amount of $11,270.
On September 18, 2015, the board of directors
declared a dividend on the Series A Preference Shares of $0.546875 per share or $2,516 in the aggregate payable on October 1, 2015
to holders of record as of September 30, 2015. GasLog paid the declared dividend to the transfer agent in September 2015.
10. Commitments and Contingencies
(a) |
On September 30, 2015 the Group had the following commitments relating to buildings under operating leases: |
| |
September 30, 2015 | |
Operating leases | |
| | |
Not later than one year | |
| 1,797 | |
Later than one year and not later than three years | |
| 2,882 | |
Later than three years and not later than five years | |
| 1,357 | |
More than five years | |
| 871 | |
Total operating lease commitment | |
| 6,907 | |
(b) |
Commitments relating to the vessels under construction (Note 4) at September 30, 2015 were as follows: |
| |
September 30, 2015 | |
Vessels under construction | |
| | |
Not later than one year | |
| 551,605 | |
Later than one year and not later than three years | |
| 745,817 | |
Later than three years and not later than five years | |
| 163,600 | |
Total vessels under construction commitment | |
| 1,461,022 | |
(c) |
Future gross minimum revenues receivable upon collection of hire under non-cancellable time charter agreements for vessels in operation as of September 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): |
| |
September 30, 2015 | |
Revenues | |
| | |
Not later than one year | |
| 408,579 | |
Later than one year and not later than three years | |
| 706,548 | |
Later than three years and not later than five years | |
| 483,138 | |
More than five years | |
| 320,618 | |
Total future gross minimum charter hire | |
| 1,918,883 | |
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 September 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 | | |
September 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 | | |
| — | |
Total | |
| 1,174 | | |
| — | |
Derivative financial instruments, non-current asset | |
| 1,174 | | |
| — | |
Total | |
| 1,174 | | |
| — | |
The fair value of the derivative liabilities
is as follows:
| |
December 31, 2014 | | |
September 30, 2015 | |
Derivative liabilities designated and effective as hedging instruments carried at fair value | |
| | | |
| | |
Interest rate swaps | |
| 8,327 | | |
| 12,857 | |
Cross currency swaps | |
| 35,282 | | |
| 52,436 | |
Derivative liabilities carried at fair value through profit or loss (FVTPL) | |
| | | |
| | |
Interest rate swaps | |
| 8,291 | | |
| 13,969 | |
Total | |
| 51,900 | | |
| 79,262 | |
Derivative financial instruments, current liability | |
| 16,149 | | |
| 16,786 | |
Derivative financial instruments, non-current liability | |
| 35,751 | | |
| 62,476 | |
Total | |
| 51,900 | | |
| 79,262 | |
Interest rate swap agreements
The Group enters into fixed interest rate
swap agreements which convert the floating interest rate exposure into a fixed interest rate in order to hedge a portion of the
Group’s exposure to fluctuations in prevailing market interest rates. Under the interest rate swaps, the bank counterparty
effects quarterly floating-rate payments to the Group for the notional amount based on the three-month U.S. dollar LIBOR, and the
Group effects quarterly payments to the bank on the notional amount at the respective fixed rates.
Interest rate swaps designated as cash flow hedging instruments
The principal terms of the interest rate
swaps designated as cash flow hedging instruments were as follows:
| |
| |
| |
| |
| |
| | |
Notional Amount | |
Subsidiary | |
Counterparty | |
Trade Date | |
Effective Date | |
Termination Date | |
Fixed Interest Rate | | |
December 31, 2014 | | |
September 30, 2015 | |
GAS-two Ltd. | |
DNB Bank ASA | |
Sep 2013 | |
Feb 2014 | |
Apr 2018 | |
| 1.69 | % | |
| 31,667 | | |
| — | |
GAS-two Ltd. | |
SEB(1) | |
Sep 2013 | |
Feb 2014 | |
Apr 2018 | |
| 1.66 | % | |
| 31,667 | | |
| — | |
GAS-six Ltd. | |
Nordea Bank Finland | |
Nov 2011 | |
Jul 2013 | |
July 2018 | |
| 2.04 | % | |
| 69,485 | | |
| 66,176 | |
GAS-nine Ltd. | |
CBA(2) | |
Apr 2014 | |
Dec 2014 | |
Dec 2019 | |
| 2.23 | % | |
| 62,500 | | |
| 59,893 | |
GAS-nine Ltd. | |
DNB Bank ASA | |
Apr 2014 | |
Dec 2014 | |
Dec 2019 | |
| 2.24 | % | |
| 62,500 | | |
| 59,893 | |
GAS-ten Ltd. | |
SEB(1) | |
Apr 2014 | |
Feb 2015 | |
Feb 2020 | |
| 2.25 | % | |
| 62,500 | | |
| 60,762 | |
GAS-ten Ltd. | |
ING Bank N.V. | |
May 2014 | |
Feb 2015 | |
Feb 2020 | |
| 2.23 | % | |
| 62,500 | | |
| 60,762 | |
GAS-fifteen Ltd.(3) | |
Citibank | |
Jul 2014 | |
Sep 2014 | |
Sep 2018 | |
| 0.66%/2.89 | % | |
| 93,330 | | |
| 86,660 | |
| |
| |
| |
| |
| |
| | | |
| 476,149 | | |
| 394,146 | |
(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 nine months ended September
30, 2015, the effective portion of changes in the fair value of derivatives designated as cash flow
hedging instruments amounting to a loss of $5,305 and $10,244, respectively,
has been recognized in Other comprehensive income (for the three and nine months ended September 30, 2014 a gain of $1,334 and
a loss of $5,105, respectively). For the three and nine months ended September 30, 2015, a loss of $1,572 and $4,817, 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 nine months ended September 30, 2014 a loss of: $866 and $2,730, respectively).
Interest rate swaps held for trading
The principal terms
of the interest rate swaps held for trading were as follows:
| |
| |
| |
| |
| |
| | |
Notional Amount | |
Subsidiary | |
Counterparty | |
Trade Date | |
Effective Date | |
Termination Date | |
Fixed Interest Rate | | |
December 31, 2014 | | |
September 30, 2015 | |
GAS-eight Ltd. | |
SEB | |
Feb 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.26 | % | |
| 41,684 | | |
| 39,868 | |
GAS-eight Ltd. | |
ING Bank N.V. | |
Feb 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.26 | % | |
| 41,684 | | |
| 39,868 | |
GAS-eight Ltd. | |
SEB | |
May 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.05 | % | |
| 13,416 | | |
| 12,831 | |
GAS-eight Ltd. | |
ING Bank N.V. | |
May 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.05 | % | |
| 13,416 | | |
| 12,831 | |
GAS-eight Ltd. | |
DNB Bank ASA | |
May 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.05 | % | |
| 13,416 | | |
| 12,831 | |
GAS-eight Ltd. | |
CBA | |
May 2012 | |
Mar 2014 | |
Mar 2021 | |
| 2.06 | % | |
| 13,416 | | |
| 12,831 | |
GAS-one Ltd. (1) | |
Danish Ship Finance | |
Oct 2011 | |
Nov 2011 | |
May 2020 | |
| 2.10 | % | |
| 68,516 | | |
| 65,200 | |
GAS-one Ltd. (1) | |
Danish Ship Finance | |
Jun 2013 | |
Aug 2013 | |
May 2020 | |
| 2.03 | % | |
| 59,385 | | |
| 56,512 | |
GAS-six Ltd. (1) | |
ABN-AMRO Bank | |
May 2012 | |
Jul 2013 | |
Jul 2019 | |
| 1.72 | % | |
| 58,831 | | |
| 56,029 | |
GAS-seven Ltd (1) | |
Credit Suisse AG | |
Mar 2012 | |
Nov 2013 | |
Nov 2020 | |
| 2.23 | % | |
| 102,000 | | |
| 97,500 | |
GAS-seven Ltd. (1) | |
Credit Suisse AG | |
Apr 2014 | |
May 2014 | |
May 2019 | |
| 1.77 | % | |
| 34,000 | | |
| 32,500 | |
GAS-two Ltd. (1) | |
CBA | |
Sep 2013 | |
Feb 2014 | |
Apr 2018 | |
| 1.69 | % | |
| 31,667 | | |
| 29,167 | |
GAS-two Ltd. (2) | |
DNB Bank ASA | |
Sep 2013 | |
Feb 2014 | |
Apr 2018 | |
| 1.69 | % | |
| — | | |
| 29,167 | |
GAS-two Ltd. (2) | |
SEB(1) | |
Sep 2013 | |
Feb 2014 | |
Apr 2018 | |
| 1.66 | % | |
| — | | |
| 29,167 | |
| |
| |
| |
| |
| |
| | | |
| 491,431 | | |
| 526,302 | |
(1) During the three and nine-month
period ended September 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 $850 (for the three and nine months ended September 30, 2014: $915 and $3,240, respectively, including
the effect from the interest rate swaps of GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd. terminated in 2014).
(2) In 2015, hedge accounting
for these interest rate swaps was discontinued because the effectiveness criteria were not met. The amount of the cumulative loss
from the period that the hedges were effective, that was recycled to profit or loss for the three and nine months ended September
30, 2015 was $81.
The derivative instruments listed above
were not designated as cash flow hedging instruments as of September 30, 2015. The change in the fair value of these contracts
for the three and nine months ended September 30, 2015 amounted to a loss of $5,538 and $5,968, respectively (for the three and
nine months ended September 30, 2014 amounted to a gain of $5,227 and a loss of $2,248, respectively), which was recognized against
earnings in the period incurred and is included in Loss/gain on swaps. During the three-month period ended September 30, 2015,
the net loss of $5,538 derived mainly from the fact that the LIBOR yield curve, which was used to calculate the present value of
the estimated future cash flows, was lower than the agreed fixed interest rates resulting in an increase in derivative liabilities
from interest rate swaps held for trading as compared to the end of the previous quarter.
Cross currency swap agreements (“CCS”)
The Group enters into CCSs which convert
the floating interest rate exposure and the variability of the USD functional currency equivalent cash flows into a fixed interest
rate and principal on maturity in order to hedge the Group’s exposure to fluctuations deriving from its senior unsecured
notes which are denominated in NOK.
The principal terms of the CCSs designated
as cash flow hedging instruments were as follows:
| |
| |
| |
| |
| |
| | |
Notional Amount | |
| |
| |
| |
| |
| |
| | |
| |
Company | |
Counterparty | |
Trade Date | |
Effective Date | |
Termination Date | |
Fixed Interest Rate | | |
December 31, 2014 | | |
September 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 nine
months ended September 30, 2015, the effective portion of changes in the fair value of CCSs amounting to a loss of $11,395 and
$18,977, respectively, has been recognized in Other comprehensive income (for the three and nine months ended September 30, 2014
amounted to a loss of $6,669 and $12,026 respectively). For the three and nine months ended September 30, 2015, a loss of $742
and $1,823, 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 nine months ended September 30, 2014 amounted to a gain of $103 and $254, respectively).
Additionally, for the three and nine months ended September 30, 2015, a gain of $9,036 and $16,860, respectively, was recognized
in Other comprehensive income in relation to the retranslation of the bonds in U.S. dollars as of September 30, 2015 (for the three
and nine months ended September 30, 2014 a gain of $7,782 and $10,528, 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 | | |
Nine months ended | |
| |
September 30, 2014 | | |
September 30, 2015 | | |
September 30, 2014 | | |
September 30, 2015 | |
Amortization of deferred loan issuance costs | |
| 1,873 | | |
| 3,168 | | |
| 7,712 | | |
| 8,167 | |
Interest expense on loans and realized loss on cash flow hedges | |
| 12,786 | | |
| 18,240 | | |
| 31,230 | | |
| 49,862 | |
Interest expense on bond and realized loss on CCSs | |
| 2,856 | | |
| 2,856 | | |
| 6,677 | | |
| 8,475 | |
Other financial costs including bank commissions | |
| 216 | | |
| 219 | | |
| 1,469 | | |
| 753 | |
Total financial costs | |
| 17,731 | | |
| 24,483 | | |
| 47,088 | | |
| 67,257 | |
| |
| | | |
| | | |
| | | |
| | |
Realized loss on interest rate swaps held for trading | |
| 2,958 | | |
| 2,327 | | |
| 7,653 | | |
| 6,682 | |
Unrealized (gain)/loss on interest rate swaps held for trading (Note 11) | |
| (5,227 | ) | |
| 5,538 | | |
| 2,248 | | |
| 5,968 | |
Recycled loss of cash flow hedges reclassified to profit or loss (Note 11) | |
| 915 | | |
| 364 | | |
| 3,240 | | |
| 931 | |
Ineffective portion on cash flow hedges | |
| (51 | ) | |
| (1 | ) | |
| 151 | | |
| (12 | ) |
Total (gain)/loss on swaps | |
| (1,405 | ) | |
| 8,228 | | |
| 13,292 | | |
| 13,569 | |
13. Non-cash Items on Statements of Cash Flows
As of September 30, 2015, there were
capital expenditures for vessels and vessels under construction of $19,948 that have not been paid during the nine months ended
September 30, 2015 and were included in current liabilities (December 31, 2014: $7,999). Also, as of September 30, 2014, there
were capital expenditures of $5,882 that had not been paid during the nine months ended September 30, 2014 and were included in
current liabilities (December 31, 2013: $691, net receivable).
As of September 30, 2015, there were equity
raising costs of $96 that have not been paid during the nine months ended September 30, 2015 and were included in current liabilities
(December 31, 2014: $174). Also, as of September 30, 2014, there were equity raising costs of $1,014 that had not been paid during
the nine months ended September 30, 2014 and were included in current liabilities (December 31, 2013: nil).
As of September 30, 2015, there were loan
issuance costs of $1,548 that have not been paid during the nine months ended September 30, 2015 and were included in current liabilities
(December 31, 2014: $903). Also, as of September 30, 2014, there were loan issuance costs of $639 that had not been paid during
the nine months ended September 30, 2014 and were included in current liabilities (December 31, 2013: $2,494).
14. Share-Based Compensation
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 Compensation” 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 our initial public offering. 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 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 | |
| (4,771 | ) | |
| — | | |
| — | | |
| — | | |
| (90 | ) |
Outstanding as of September 30, 2015 | |
| 220,017 | | |
| — | | |
| — | | |
| 1.64 | | |
| 4,045 | |
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 | |
| (12,224 | ) | |
| 19.46 | | |
| — | | |
| — | | |
| (61 | ) |
Outstanding as of September 30, 2015 | |
| 877,200 | | |
| 18.82 | | |
| — | | |
| 8.54 | | |
| 4,079 | |
As of September 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 are accrued and will be settled on vesting.
| |
| |
| |
| |
Fair value at | |
Awards | |
Number | |
Grant date | |
Expiry date | |
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.
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:
| |
| | |
Weighted | | |
| |
| |
Number of | | |
average | | |
Aggregate | |
| |
awards | | |
contractual life | | |
fair value | |
RCUs | |
| | | |
| | | |
| | |
Outstanding as of January 1, 2015 | |
| — | | |
| — | | |
| — | |
Granted during the period | |
| 16,999 | | |
| — | | |
| 410,016 | |
Outstanding as of September 30, 2015 | |
| 16,999 | | |
| 2.50 | | |
| 410,016 | |
PCUs | |
| | | |
| | | |
| | |
Outstanding as of January 1, 2015 | |
| — | | |
| — | | |
| — | |
Granted during the period | |
| 16,999 | | |
| — | | |
| 410,016 | |
Outstanding as of September 30, 2015 | |
| 16,999 | | |
| 2.50 | | |
| 410,016 | |
The total expense recognized in respect of
equity-settled employee benefits for the three and nine months ended September 30, 2015 is $785 and $2,059, respectively (for the
three and nine months ended September 30, 2014 $560 and $1,284, respectively). The total accrued dividends as of September 30,
2015 are $54 (December 31, 2014: $0) and are included under “Other non-current liabilities”.
15. Earnings/(losses) per Share (“EPS”)
Basic earnings/(losses) 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/(losses) 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 | |
| |
September 30, 2014 | | |
September 30, 2015 | |
Basic earnings/(losses) per share | |
| | | |
| | |
Profit/(loss) for the period attributable to owners of the Group | |
| 25,499 | | |
| (7,279 | ) |
Less: | |
| | | |
| | |
Dividend on preferred stock | |
| — | | |
| (2,516 | ) |
Profit/(loss) for the period available to owners of the Group | |
| 25,499 | | |
| (9,795 | ) |
Weighted average number of shares outstanding, basic | |
| 80,931,590 | | |
| 80,496,499 | |
Basic earnings/(losses) per share | |
| 0.32 | | |
| (0.12 | ) |
Diluted earnings/(losses) per share | |
| | | |
| | |
Profit/(loss) for the period available to owners of the Group used in the calculation of diluted earnings per share | |
| 25,499 | | |
| (9,795 | ) |
Weighted average number of shares outstanding, basic | |
| 80,931,590 | | |
| 80,496,499 | |
Dilutive potential ordinary shares | |
| 206,881 | | |
| — | |
Weighted average number of shares used in the calculation of diluted earnings per share | |
| 81,138,471 | | |
| 80,496,499 | |
Diluted earnings/(losses) per share | |
| 0.31 | | |
| (0.12 | ) |
The Group excluded the dilutive effect of
877,200 SARs and 220,017 RSUs in calculating diluted EPS for the three months ended September 30, 2015, as they were anti-dilutive
(September 30, 2014: 285,024 SARs).
| |
Nine months ended | |
| |
September 30, 2014 | | |
September 30, 2015 | |
Basic earnings per share | |
| | | |
| | |
Profit for the period attributable to owners of the Group | |
| 33,324 | | |
| 5,303 | |
Less: | |
| | | |
| | |
Dividend on preferred stock | |
| — | | |
| (4,864 | ) |
Profit for the period available to owners of the Group | |
| 33,324 | | |
| 439 | |
Weighted average number of shares outstanding, basic | |
| 78,007,241 | | |
| 80,496,252 | |
Basic earnings per share | |
| 0.43 | | |
| 0.01 | |
Diluted earnings per share | |
| | | |
| | |
Profit for the period available to owners of the Group used in the calculation of diluted earnings per share | |
| 33,324 | | |
| 439 | |
Weighted average number of shares outstanding, basic | |
| 78,007,241 | | |
| 80,496,252 | |
Dilutive potential ordinary shares | |
| 175,676 | | |
| 142,600 | |
Weighted average number of shares used in the calculation of diluted earnings per share | |
| 78,182,917 | | |
| 80,638,852 | |
Diluted earnings per share | |
| 0.43 | | |
| 0.01 | |
The Group excluded the dilutive effect of
579,986 SARs in calculating diluted EPS for the nine months ended September 30, 2015, as they were anti-dilutive (September 30,
2014: 285,024 SARs and 74,877 RSUs).
16. Subsequent Events
On November 4, 2015, the board of directors
declared a quarterly cash dividend of $0.14 per common share payable on November 19, 2015 to shareholders of record as of November
16, 2015.
On October 16, 2015, GasLog entered into
a debt financing agreement with 14 international banks for $1.3 billion to partially finance the delivery of our eight newbuildings
expected to be delivered in 2016, 2018 and 2019. The financing is the largest in GasLog’s history and has a tenor of up to
12 years with an amortization profile of 15 years from vessels’ delivery. The final commitments were more than two times
oversubscribed from a combination of new and existing lending institutions. The financing was backed by the Export Import Bank
of Korea (“KEXIM”) and the Korea Trade Insurance Corporation (“K-Sure”), who are either directly lending
or providing cover for over 60% of the facility. Seven of the eight newbuildings with contracts are eligible for future dropdown
into GasLog Partners.
The loan agreement provides for four tranches
of $412.5 million, $201.1 million, $206.1 million and $491.7 million. The facility will be also sub-divided into eight loans, one
loan per newbuilding vessel, to be provided for each of the vessels on a pro rata basis under each of the four tranches. Each drawing
under the first three tranches shall be repaid in 24 consecutive semi-annual equal installments commencing six months after the
actual delivery of the relevant vessel according to a 12-year profile. Each drawing under the fourth tranche shall be repaid in
20 consecutive semi-annual equal installments commencing six months after the actual delivery of the relevant vessel according
to a 20-year profile, with a balloon payment together with the final installment. Amounts drawn will bear interest at LIBOR plus
a margin. The obligations under the aforementioned facilities will be secured by a first priority mortgage over the vessels, a
pledge of the share capital of the respective vessel owning companies and a first priority assignment of earnings related to the
vessels, including charter revenue, management revenue and any insurance and requisition compensation. Obligations under the facilities
are guaranteed by GasLog and GasLog Carriers Ltd. The facilities include customary respective covenants, and among other restrictions
the facilities include a fair market value covenant pursuant to which an event of default could occur under the facilities if the
aggregate fair market value of the collateral vessels (without taking into account any charter arrangements) were to fall below
115% of the aggregate outstanding principal balance for the first two years after the vessels’ delivery and below 120% at
any time thereafter. The financial covenants are applicable on a Group level and are substantially the same as those of the remaining
GasLog facilities.
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