(j) Citibank, N.A., London Branch, Nordea Bank AB, London Branch, The Export-Import Bank of Korea, Bank of America, National Association, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Credit Suisse AG, HSBC Bank plc, ING Bank N.V., London Branch, KEB HANA Bank,
London Branch, KfW IPEX-Bank GmbH, National Australia Bank Limited, Oversea-Chinese Banking Corporation Limited, Société Générale and The Korea Development Bank
On October 16, 2015, GAS-eleven Ltd., GAS-twelve Ltd., GAS-thirteen Ltd., GAS-fourteen Ltd., GAS-twenty two Ltd., GAS-twenty three Ltd., GAS-twenty four Ltd. and GAS-twenty five Ltd. entered into a debt financing agreement with 14 international banks for $1,311,356 to partially finance the
delivery of the eight newbuildings expected to be delivered in 2016, 2018 and 2019. The financing is 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.
The loan agreement provides for four tranches of $412,458, $201,094, $206,115 and $491,690. The facility is 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. On March 22, 2016 and June 24, 2016, $162,967 were drawn down on each date with respect to the deliveries of the
GasLog Greece
and the
GasLog Glasgow
, while on
September 26, 2016 and October 25, 2016, $160,697 were drawn down on each date with respect to the deliveries of the
GasLog Geneva
and the
GasLog Gibraltar.
The aggregate balance outstanding under the loan facility as of December 31, 2016 was $635,783. Amounts drawn bear interest at LIBOR
plus a margin. The four vessel-owning entities that made the drawdowns are also required to maintain at all times minimum liquidity of $1,500 and are in compliance as of December 31, 2016.
As of December 31, 2016, commitment, arrangement, coordination, agency, bookrunner and legal fees of $12,045 for obtaining the undrawn portion of the financing (December 31, 2015: $17,874) are classified under Deferred financing costs in the statement of financial position and will be reclassified
contra debt on the respective drawdown dates.
(k) ABN AMRO Bank N.V., DNB (UK) Ltd., DVB Bank America N.V., Commonwealth Bank of Australia, ING Bank N.V., London Branch, Credit Agricole Corporate and Investment Bank and National Australia Bank Limited
On February 18, 2016, GAS-eighteen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd. entered into the Five Vessel Refinancing to refinance the debt maturities that were scheduled to become due in 2016 and 2017. The Five Vessel Refinancing comprises a
five-year senior tranche facility of up to $396,500 and a two-year bullet junior tranche facility of up to $180,000. The vessels covered by the Five Vessel Refinancing are the GasLog Partners-owned
Methane Alison Victoria
,
Methane Shirley Elisabeth
and
Methane Heather Sally
and the GasLog-owned
Methane
Lydon Volney
and
Methane Becki Anne.
On April 5, 2016, $395,450 and $179,750 under the senior and junior tranche, respectively, of the Five Vessel Refinancing were drawn to partially refinance $644,000 of the outstanding debt of GAS-eighteen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd.
The balance of $68,800 was paid from available cash. The aforementioned refinancing was considered an extinguishment of the existing debt facilities. Consequently, the unamortized loan fees of $3,046 were written off to profit or loss for the year ended December 31, 2016. Following the decrease in the
aggregate available amount by $1,300, the senior tranche facility provides for four advances of $72,288 each and a fifth advance of $106,298. The first four advances shall be
F-38
repaid in 20 quarterly equal installments commencing three months after the relevant drawdown dates while the fifth advance shall be repaid in 17 quarterly equal installments commencing 12 months after the relevant drawdown date, with a balloon payment together with the final installments. The junior
tranche facility provides for four advances of $29,958 each and a fifth advance of $59,918. Each advance under the junior tranche shall be repaid in full 24 months after the relevant drawdown dates. The aggregate balance outstanding under the senior tranche as of December 31, 2016 is $383,128, while
under the junior tranche the outstanding balance is $179,750. Amounts drawn bear interest at LIBOR plus a margin (variable margin for the junior tranche).
(l) Citigroup Global Market Limited, Credit Suisse AG, Nordea Bank AB, London Branch, Skandinaviska Enskilda Banken AB (publ), HSBC Bank plc, ING Bank N.V., London Branch, Danmarks Skibskredit A/S, Korea Development Bank and DVB Bank America N.V.
On July 19, 2016, GAS-one Ltd., GAS-two Ltd., GAS-six Ltd., GAS-seven Ltd., GAS-eight Ltd., GAS-nine Ltd., GAS-ten Ltd. and GAS-fifteen Ltd. entered into the Legacy Facility Refinancing, a credit agreement to refinance the existing indebtedness on eight of GasLogs on-the-water vessels of up to
$1,050,000, extending the maturities of six existing credit facilities to 2021. The vessels covered by the Legacy Facility Refinancing are the
GasLog Savannah
, the
GasLog Singapore
, the
GasLog Skagen
, the
GasLog Seattle
, the
Solaris
, the
GasLog Saratoga
, the
GasLog Salem
and the
GasLog Chelsea.
The Legacy Facility Refinancing is comprised of a five-year term loan facility of up to $950,000 and a revolving credit facility of up to $100,000. On July 25, 2016, the available amount of $950,000 under the term loan facility and $11,641 under the revolving credit facility were drawn to refinance the
aggregate existing indebtedness of $959,899 of GAS-one Ltd., GAS-two Ltd., GAS-six Ltd., GAS-seven Ltd., GAS-eight Ltd., GAS-nine Ltd., GAS-ten Ltd. and GAS-fifteen Ltd. Amounts drawn bear interest at LIBOR plus a margin. The aforementioned refinancing was considered an extinguishment of the
existing debt facilities. Consequently, the unamortized loan fees of $18,215 were written off to profit or loss for the year ended December 31, 2016. The balance outstanding as of December 31, 2016 of $950,000 under the term loan facility shall be repaid in nine semi-annual installments of $29,167 each
and a balloon repayment of $687,500 five years after drawdown. The outstanding balance under the revolving credit facility as of December 31, 2016 was $11,641, while the available amount of $88,359 can be drawn and repaid at any time until January 2021 and July 2021, respectively. The aforementioned
vessel-owning entities are also required to maintain at all times minimum liquidity of $1,500 and are in compliance as of December 31, 2016.
Securities covenants and guarantees
The obligations under the aforementioned facilities, with the exception of the junior tranche loan facility under the Five Vessel Refinancing, are 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 (excluding the vessels participating in the Cool Pool), including charter revenue, management revenue and any insurance and requisition compensation. In relation to the junior tranche loan facility drawn under the Five Vessel Refinancing, this is secured by second priority
mortgage and assignments. Obligations under the GasLog Partners Credit Facility are facilities guaranteed by the Partnership and GasLog Partners Holdings LLC, obligations under the Five Vessel Refinancing are guaranteed by GasLog, by the Partnership and GasLog Partners Holdings LLC for up to
the value of the commitments relating to the
Methane Alison Victoria
,
Methane Shirley Elisabeth
and
Methane Heather Sally
and by GasLog Carriers Ltd. for up to the value of the commitments on the remaining vessels, obligations under the Legacy Facility Refinancing are guaranteed by GasLog, by the
Partnership and GasLog Partners Holdings LLC for up to the value of the commitments relating to the
GasLog Seattle
and by GasLog Carriers Ltd. for up to the value of the commitments on the remaining vessels, while obligations under the fourth facility 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
F-39
pursuant to which the majority lenders may request additional security under the facilities if the aggregate fair market value of the collateral vessels (without taking into account any charter arrangements) were to fall below 120% of the aggregate outstanding principal balance (with respect to the debt
financing agreement entered into in October 2015, below 115% of the aggregate outstanding principal balance for the first two years after each drawdown and below 120% at any time thereafter). The Group was in compliance with the required minimum security coverage as of December 31, 2016.
Senior Unsecured Notes
On June 27, 2013, GasLog issued a senior unsecured bond of NOK 500,000 (or $83,206 based on the exchange rate on June 27, 2013) that will mature on June 27, 2018. On May 2, 2014, GasLog closed a follow-on issue of the Norwegian bond of NOK 500,000 (or $83,612 based on the exchange rate
on closing date) at a premium of $4,180 (based on the exchange rate on closing date). On June 27, 2016, GasLog repurchased and cancelled NOK 588,000 (or $70,677) of the outstanding bonds at a price of 103.0% of par value, resulting in a loss of $2,120. Additionally, as a result of the repurchase, the
unamortized bond fees and premium of $1,836 were written off to profit or loss for the year ended December 31, 2016. The total outstanding balance of the Norwegian bond, after the follow-on issue and the partial repurchase (the 2018 Bond Agreement) amounts to NOK 412,000.
The bond under the 2018 Bond Agreement bears interest at NIBOR plus margin. Interest payments shall be made in arrears on a quarterly basis. GasLog may redeem it in whole or in part as follows (Call Option): (a) with settlement date at any time from June 27, 2016 to but not including June 27,
2017 at 105.0% of par plus accrued interest on redeemed amount, (b) with settlement date at any time from June 27, 2017 to but not including December 27, 2017 at 103.0% of par plus accrued interest on redeemed amount, and (c) with settlement date at any time from December 27, 2017 to but not
including the maturity date at 101.75% of par plus accrued interests on redeemed amount.
On June 27, 2016, GasLog also completed the issuance of NOK 750,000 (equivalent to $90,150) of new senior unsecured bonds in the Norwegian bond market (the 2021 Bond Agreement). The 2021 Bond Agreement matures in May 2021 and has a coupon of 6.9% over 3 month NIBOR. The
proceeds from the issuance were used to partly refinance GasLogs existing bonds maturing in June 2018, as described above.
The bond under the 2021 Bond Agreement bears interest at NIBOR plus margin. Interest payments are made in arrears on a quarterly basis. GasLog may redeem it in whole or in part as follows: (a) with settlement date at any time from June 27, 2019 to but not including June 27, 2020 at 104.0% of
par plus accrued interest on redeemed amount, (b) with settlement date at any time from June 27, 2020 to but not including December 27, 2020 at 102.50% of par plus accrued interest on redeemed amount, and (c) with settlement date at any time from December 27, 2020 to but not including the
maturity date at 101.0% of par plus accrued interests on redeemed amount.
The aggregate carrying amount under the 2018 Bond Agreement and the 2021 Bond Agreement (the Bonds), net of unamortized financing costs and unamortized premium, as of December 31, 2016 was $133,531 (December 31, 2015: $112,185) while their aggregate fair value was $138,741 based on a
USD/NOK exchange rate of 0.1159 as of December 31, 2016 (December 31, 2015: $115,406, based on a USD/NOK exchange rate of 0.1137).
Corporate guarantor financial covenants
GasLog Partners financial covenants
GasLog Partners as corporate guarantor for the GasLog Partners Credit Facility and the Five Vessel Refinancing is subject to specified financial covenants on a consolidated basis. These financial covenants include the following as defined in the agreements:
F-40
|
|
(i)
|
|
the aggregate amount of all unencumbered cash and cash equivalents must be not less than the higher of 3% of total indebtedness or $15,000;
|
|
|
(ii)
|
|
total indebtedness divided by total assets must be less than 60.0%;
|
|
|
(iii)
|
|
the ratio of EBITDA over debt service obligations as defined in the GasLog Partners guarantees (including interest and debt repayments) on a trailing 12 months basis must be not less than 110.0%; and
|
|
|
(iv)
|
|
the Partnership is permitted to declare or pay any dividends or distributions, subject to no event of default having occurred or occurring as a consequence of the payment of such dividends or distributions.
|
The GasLog Partners Credit Facility and the Five Vessel Refinancing also impose certain restrictions relating to GasLog Partners, including restrictions that limit its ability to make any substantial change in the nature of its business or to change the corporate structure without approval from the
lenders.
Compliance with the financial covenants is required on a semi-annual basis. GasLog Partners was in compliance with the respective financial covenants as of December 31, 2016.
GasLogs financial covenants
GasLog, as corporate guarantor for the loan facilities and the Bonds listed above except for the GasLog Partners Credit Facility, is subject to specified financial covenants on a consolidated basis.
The financial covenants include the following:
|
|
(i)
|
|
net working capital (excluding the current portion of long-term debt) must be not less than $0;
|
|
|
(ii)
|
|
total indebtedness divided by total assets must not exceed 75.0%;
|
|
|
(iii)
|
|
the ratio of EBITDA over debt service obligations as defined in the respective credit facilities and the GasLog guarantees (including interest and debt repayments) on a trailing 12 months basis must be not less than 110.0%;
|
|
|
(iv)
|
|
the aggregate amount of all unencumbered cash and cash equivalents must be not less than the higher of 3.0% of total indebtedness or $50,000 after the first drawdown ($20,000 in relation to the 2018 Bond Agreement);
|
|
|
(v)
|
|
GasLog is permitted to pay dividends, provided that the Group holds unencumbered cash and cash equivalents equal to at least 4.0% of its total indebtedness subject to no event of default having occurred or occurring as a consequence of the payment of such dividends (not applicable for the
Bonds); and
|
|
|
(vi)
|
|
the Groups market value adjusted net worth must at all times be not less than $350,000.
|
The credit facilities also impose certain restrictions relating to GasLog, including restrictions that limit its ability to make any substantial change in the nature of its business or to engage in transactions that would constitute a change of control, as defined in the relevant credit facilities, without
repaying all of the Groups indebtedness in full, or to allow the Groups largest shareholders to reduce their shareholding in GasLog below specified thresholds.
GasLog as issuer of the Bonds is required to comply with the financial covenants (i), (ii), (iii), (iv) and (vi) listed above. In addition, the 2018 Bond Agreement includes a dividend restriction according to which the Group may not (i) declare or make any dividend payment or distribution, whether in
cash or in kind, (ii) repurchase any of the Groups shares or undertake other similar transactions (including, but not limited to, total return swaps related to the Groups shares), or (iii)
F-41
grant any loans or make other distributions or transactions constituting a transfer of value to the Groups shareholders (items (i), (ii) and (iii) collectively referred to as the Distributions) that in aggregate exceed during any calendar year 50% of the Groups consolidated net profit after taxes based on
the audited annual accounts for the previous financial year (any unutilized portion of the permitted dividend pursuant to the above may not be carried forward). For the purposes of the above, the consolidated net profit after taxes of the Group shall not include any profits related to the sale of assets
(and consequently any such profits related to such assets shall not form the basis for Distributions). On November 14, 2014, GasLog signed an amendment to the 2018 Bond Agreement to revise the covenants to reflect GasLogs growth and the anticipated growth of GasLog Partners. Under the amended
agreement (a) GasLog is permitted to make Distributions up to an aggregate maximum per share, for the years 2016, 2017 and 2018 of $1.10/share, $1.20/share and $1.30/share, respectively, provided that total indebtedness divided by total assets (giving pro forma effect for the Distribution) does not
exceed 67.5% immediately after the Distribution is made, the ratio of EBITDA over debt service obligations on a trailing 12 months basis ending the quarter immediately prior to that in which the Distribution is made is not less than 115.0% and no event of default would result from such Distribution,
(b) the amount of debt or committed debt availability that GasLog provides to GasLog Partners cannot exceed $75,000, and (c) GasLog has agreed to pay a one-time fee of 1.0% of the face value of the Bond.
As the above mentioned amendments to the covenants did not result in substantially different terms to the 2018 Bond Agreement, the amendments are considered a modification of the terms of the 2018 Bond Agreement. Consequently, the additional fees incurred during the year ended December
31, 2014 which amounted to $2,557 have been accounted as deferred financing fees and will be amortized over the remaining term of the 2018 Bond Agreement.
Also, under the 2021 Bond Agreement (a) GasLog is permitted to make Distributions up to a maximum amount per share per annum for the years 2016, 2017, 2018, 2019, 2020 and 2021 of $1.00/share, $1.10/share, $1.10/share, $1.20/share, $1.20/share and $1.20/share, respectively, provided that GasLog
can demonstrate by delivering a compliance certificate to the trustee of the 2021 Bond Agreement that no event of default is continuing or would result from such Distributions.
Compliance with the loan financial covenants is required on a semi-annual basis while compliance with the Bonds covenants is required at all times. The Group was in compliance with all financial covenants as of December 31, 2016.
Debt Repayment Schedule
The maturity table below reflects the principal repayments of the loans and Bonds outstanding as of December 31, 2016 based on the repayment schedule of the respective loan facilities (as described above):
|
|
|
|
|
As of December 31,
2016
|
Not later than one year
|
|
|
|
156,645
|
|
Later than one year and not later than three years
|
|
|
|
881,843
|
|
Later than three years and not later than five years
|
|
|
|
1,254,997
|
|
Later than five years
|
|
|
|
406,517
|
|
|
|
|
Total
|
|
|
|
2,700,002
|
|
|
|
|
The weighted average interest rate for the outstanding loan facilities for the year ended December 31, 2016 was 3.54% (December 31, 2015: 3.32%) excluding the fixed interest rate for the interest rate swaps where hedge accounting is not applicable (Note 25).
After excluding the unamortised deferred loan issuance costs the carrying amount of the Groups bank debt recognized in the consolidated financial statements approximates its fair value since the debt bears interest at a variable interest rate.
F-42
14. Other Payables and Accruals
An analysis of other payables and accruals is as follows:
|
|
|
|
|
|
|
As of December 31,
|
|
2015
|
|
2016
|
Social contributions
|
|
|
|
1,085
|
|
|
|
|
1,057
|
|
Unearned revenue
|
|
|
|
30,159
|
|
|
|
|
37,522
|
|
Accrued legal and professional fees
|
|
|
|
1,030
|
|
|
|
|
1,480
|
|
Accrued board of directors fees
|
|
|
|
593
|
|
|
|
|
561
|
|
Accrued employee costs
|
|
|
|
4,955
|
|
|
|
|
5,800
|
|
Accrued off-hire
|
|
|
|
3,781
|
|
|
|
|
3,765
|
|
Accrued crew costs
|
|
|
|
5,244
|
|
|
|
|
6,132
|
|
Accrued purchases
|
|
|
|
6,207
|
|
|
|
|
3,553
|
|
Accrued financing cost
|
|
|
|
76
|
|
|
|
|
|
|
Accrued interest
|
|
|
|
7,713
|
|
|
|
|
27,165
|
|
Accrued brokerage commission on vessels acquisition
|
|
|
|
4,600
|
|
|
|
|
|
|
Accrued payable to charterers
|
|
|
|
560
|
|
|
|
|
5,040
|
|
Other accruals
|
|
|
|
1,081
|
|
|
|
|
1,311
|
|
|
|
|
|
|
Total
|
|
|
|
67,084
|
|
|
|
|
93,386
|
|
|
|
|
|
|
The unearned revenue represents charter hires received in advance in December 2016 relating to the hire period of January 2017, for 16 vessels (December 2015: 14 vessels).
15. Vessel Operating and Supervision Costs
An analysis of vessel operating and supervision costs is as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Employee costs
|
|
|
|
7,789
|
|
|
|
|
8,771
|
|
|
|
|
10,012
|
|
Crew wages
|
|
|
|
36,577
|
|
|
|
|
49,254
|
|
|
|
|
53,593
|
|
Technical maintenance expenses
|
|
|
|
12,753
|
|
|
|
|
20,364
|
|
|
|
|
29,520
|
|
Provisions and stores
|
|
|
|
3,199
|
|
|
|
|
4,962
|
|
|
|
|
5,191
|
|
Insurance expenses
|
|
|
|
4,882
|
|
|
|
|
7,407
|
|
|
|
|
7,396
|
|
Management fees
|
|
|
|
188
|
|
|
|
|
375
|
|
|
|
|
188
|
|
Vessels tax
|
|
|
|
2,645
|
|
|
|
|
3,010
|
|
|
|
|
1,473
|
|
Other operating expenses
|
|
|
|
2,699
|
|
|
|
|
4,409
|
|
|
|
|
5,259
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
70,732
|
|
|
|
|
98,552
|
|
|
|
|
112,632
|
|
|
|
|
|
|
|
|
16. Voyage Expenses and Commissions
An analysis of voyage expenses and commissions is as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Brokers commissions on revenue
|
|
|
|
3,554
|
|
|
|
|
4,678
|
|
|
|
|
5,526
|
|
Bunkers consumption
|
|
|
|
4,184
|
|
|
|
|
9,577
|
|
|
|
|
4,984
|
|
Adjustment for net pool allocation (Note 20)
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
4,674
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
7,738
|
|
|
|
|
14,290
|
|
|
|
|
15,184
|
|
|
|
|
|
|
|
|
Bunkers consumption represents mainly bunkers consumed during vessels unemployment and off-hire.
F-43
17. General and Administrative Expenses
An analysis of general and administrative expenses is as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Employee costs
|
|
|
|
16,344
|
|
|
|
|
17,276
|
|
|
|
|
17,037
|
|
Board of directors fees
|
|
|
|
1,926
|
|
|
|
|
2,439
|
|
|
|
|
2,288
|
|
Share-based compensation
|
|
|
|
1,856
|
|
|
|
|
2,872
|
|
|
|
|
3,869
|
|
Rent and utilities
|
|
|
|
1,780
|
|
|
|
|
2,180
|
|
|
|
|
2,236
|
|
Travel and accommodation
|
|
|
|
2,277
|
|
|
|
|
2,161
|
|
|
|
|
2,068
|
|
Legal and professional fees
|
|
|
|
7,578
|
|
|
|
|
11,014
|
|
|
|
|
6,802
|
|
Foreign exchange differences, net
|
|
|
|
(271
|
)
|
|
|
|
|
689
|
|
|
|
|
1,241
|
|
Directors and officers liability insurance
|
|
|
|
1,142
|
|
|
|
|
729
|
|
|
|
|
423
|
|
Other expenses
|
|
|
|
1,522
|
|
|
|
|
1,922
|
|
|
|
|
2,678
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
34,154
|
|
|
|
|
41,282
|
|
|
|
|
38,642
|
|
|
|
|
|
|
|
|
18. Financial Income and Costs
An analysis of financial income and costs is as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Financial Income
|
|
|
|
|
|
|
Interest income
|
|
|
|
274
|
|
|
|
|
427
|
|
|
|
|
720
|
|
|
|
|
|
|
|
|
Total financial income
|
|
|
|
274
|
|
|
|
|
427
|
|
|
|
|
720
|
|
|
|
|
|
|
|
|
Financial Costs
|
|
|
|
|
|
|
Amortization and write-off of deferred loan/bond issuance costs and premium
|
|
|
|
15,362
|
|
|
|
|
11,355
|
|
|
|
|
35,141
|
|
Interest expense on loans and realized loss on cash flow hedges
|
|
|
|
43,743
|
|
|
|
|
68,253
|
|
|
|
|
76,495
|
|
Interest expense on Bonds and realized loss on cross currency swaps
|
|
|
|
9,533
|
|
|
|
|
11,331
|
|
|
|
|
11,723
|
|
Finance lease charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,367
|
|
Loss arising on bond repurchase at a premium (Note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,120
|
|
Other financial costs
|
|
|
|
2,941
|
|
|
|
|
1,017
|
|
|
|
|
2,470
|
|
|
|
|
|
|
|
|
Total financial costs
|
|
|
|
71,579
|
|
|
|
|
91,956
|
|
|
|
|
137,316
|
|
|
|
|
|
|
|
|
During the year ended December 31, 2016, an amount of $23,097 representing the write-off of the unamortized deferred loan and bond issuance costs in connection with the loan and bond refinancings described in Note 13 is included in Amortization and write-off of deferred loan/bond issuance costs
and premium. Also, during the year ended December 31, 2014, an amount of $9,019 representing the write-off of the unamortized deferred loan issuance costs in connection with the refinancing of the Partnerships credit facilities (Note 12) is included in Amortization and write-off of deferred loan/bond
issuance costs and premium.
19. Contingencies
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 Groups vessels. Currently, management is not aware of any such claims or contingent liabilities requiring disclosure in the consolidated financial statements.
F-44
20. Related Party Transactions
The Group had the following balances with related parties which have been included in the consolidated statements of financial position:
Dividends receivable and other amounts due from related parties
|
|
|
|
|
|
|
As of December 31,
|
|
2015
|
|
2016
|
Dividends receivable from associate (Note 5)
|
|
|
|
925
|
|
|
|
|
750
|
|
Due from Cool Pool Limited
|
|
|
|
249
|
|
|
|
|
1,930
|
|
Other receivables
|
|
|
|
171
|
|
|
|
|
385
|
|
|
|
|
|
|
Total
|
|
|
|
1,345
|
|
|
|
|
3,065
|
|
|
|
|
|
|
The amount due from Cool Pool Limited represents net revenue invoiced to GasLog which has not yet been collected.
Current Liabilities
|
|
|
|
|
|
|
As of December 31,
|
|
2015
|
|
2016
|
Ship management creditors
|
|
|
|
60
|
|
|
|
|
45
|
|
Amounts due to related parties
|
|
|
|
163
|
|
|
|
|
105
|
|
Ship management creditors liability comprises cash collected from Egypt LNG Shipping Ltd. to cover the obligations of its vessel under the Groups management.
Amounts due to related parties of $105 (December 31, 2015: $163) are 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.
The Group had the following transactions with related parties which have been included in the consolidated statements of profit or loss for the years ended December 31, 2014, 2015 and 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Details
|
|
Statement of
income account
|
|
2014
|
|
2015
|
|
2016
|
(a)
|
|
Egypt LNG Shipping Ltd.
|
|
Vessel management services
|
|
Revenues
|
|
|
|
731
|
|
|
|
|
607
|
|
|
|
|
211
|
|
(b)
|
|
Nea Dimitra Property
|
|
Office rent and utilities
|
|
General and administrative expenses
|
|
|
|
758
|
|
|
|
|
704
|
|
|
|
|
754
|
|
(b)
|
|
Nea Dimitra Property
|
|
Other office services
|
|
General and administrative expenses
|
|
|
|
57
|
|
|
|
|
|
|
|
|
|
3
|
|
(c)
|
|
Euronav (UK) Agencies Ltd.
|
|
Office rent and utilities
|
|
General and administrative expenses
|
|
|
|
150
|
|
|
|
|
646
|
|
|
|
|
|
|
(c)
|
|
Euronav (UK) Agencies Ltd.
|
|
Professional services
|
|
General and administrative expenses
|
|
|
|
109
|
|
|
|
|
|
|
|
|
|
|
|
(d)
|
|
Seres S.A.
|
|
Catering services
|
|
General and administrative expenses
|
|
|
|
195
|
|
|
|
|
196
|
|
|
|
|
181
|
|
(d)
|
|
Seres S.A.
|
|
Consultancy services
|
|
General and administrative expenses
|
|
|
|
53
|
|
|
|
|
42
|
|
|
|
|
55
|
|
(e)
|
|
C Transport Maritime
S.A.M.
|
|
Claims and insurance fee
|
|
General and administrative expenses
|
|
|
|
110
|
|
|
|
|
54
|
|
|
|
|
|
|
(f)
|
|
Chartwell Management Inc.
|
|
Travel expenses
|
|
General and administrative expenses
|
|
|
|
348
|
|
|
|
|
163
|
|
|
|
|
323
|
|
(g)
|
|
Unisea Maritime Ltd.
|
|
Office rent and utilities
|
|
General and administrative expenses
|
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
(h)
|
|
Blenheim Holdings Ltd.
|
|
Professional services
|
|
General and administrative expenses
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
(i)
|
|
A.S. Papadimitriou and
Partners Law Firm
|
|
Professional services
|
|
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73
|
|
(j)
|
|
Cool Pool Limited
|
|
Pool gross revenues
|
|
Revenues
|
|
|
|
|
|
|
|
|
2,469
|
|
|
|
|
19,789
|
|
(j)
|
|
Cool Pool Limited
|
|
Pool gross bunkers
|
|
Voyage expenses and commissions
|
|
|
|
|
|
|
|
|
1,838
|
|
|
|
|
3,027
|
|
(j)
|
|
Cool Pool Limited
|
|
Pool other voyage expenses
|
|
Voyage expenses and commissions
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
305
|
|
(j)
|
|
Cool Pool Limited
|
|
Adjustment for net pool
allocation
|
|
Voyage expenses and commissions
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
4,674
|
|
|
|
(a)
|
|
One of the Groups subsidiaries, GasLog LNG Services Ltd. provides vessel management services to Egypt LNG Shipping Ltd., the LNG vessel owning company, in which another subsidiary, GasLog Shipping Company Ltd., holds a 25% ownership interest.
|
F-45
|
|
(b)
|
|
Through its subsidiary GasLog LNG Services Ltd., the Group leases office space in Piraeus, Greece, from an entity controlled by Ceres Shipping, Nea Dimitra Ktimatikh Kai Emporikh S.A. During the year ended December 31, 2014, the Group reimbursed Nea Dimitra for part of the renovation costs of the Piraeus office spaces.
|
|
|
(c)
|
|
Through its subsidiary GasLog Services (UK) Ltd., the Group makes payments to Euronav (UK) Agencies Ltd. (Euronav UK), a subsidiary of Euronav NV, whose major shareholder was Mr. Livanos until November 2015, for the use of its office space in London. Euronav UK leases operating space pursuant to a service agreement with a third-party property owner and the
Group occupies a portion of the leased space. The Group pays Euronav UK £223 per year for the office space plus a stamp duty, which reflects a pro rata portion of the fees payable to the third-party property owner determined based on the amount of occupied space. In addition, as of December 31, 2014, the Group reimbursed Euronav UK for part of the legal fees and
other professional charges relating to the execution of the lease agreement. In 2016, Euronav UK was no longer a related party of the Group, thus the respective office rent and utilities expenses recorded in 2016 were not included in the above table.
|
|
|
(d)
|
|
GasLog LNG Services Ltd. has also entered into an agreement with Seres S.A., an entity controlled by the Livanos family, for the latter to provide catering services to the staff based in the Piraeus office. Amounts paid pursuant to the agreement are generally less than Euro 10 per person per day, but are slightly higher on special occasions. In addition, GasLog LNG
Services Ltd. has entered into an agreement with Seres S.A. for the latter to provide human resources, telephone and documentation services for the staff based in Piraeus.
|
|
|
(e)
|
|
The Group through one of its subsidiaries, GasLog LNG Services Ltd., procured insurance for the vessels through C Transport Maritime S.A.M., an affiliate of Ceres Shipping, which has a dedicated insurance function. From July 1, 2011, this relationship is covered by a service agreement under which GasLog LNG Services Ltd. pays C Transport Maritime S.A.M. $10 per
owned vessel per annum and $3 per managed vessel per annum. The service agreement was terminated in 2015.
|
|
|
(f)
|
|
Chartwell Management Inc. is an entity controlled by the Livanos family, which provides travel services to GasLogs directors and officers.
|
|
|
(g)
|
|
Through GasLog the Group made payments to Unisea Maritime Ltd. (Unisea Maritime), an affiliate of Ceres Shipping, for the use of its office space in London. Unisea Maritime leased operating space pursuant to a service agreement with a third-party property owner and the Group occupied a portion of the leased space from January to August 2014. The Group paid
Unisea Maritime £4 per month for its office space in London, which reflects a pro rata portion of the fees payable to the third-party owner determined based on the amount of occupied space.
|
|
|
|
|
In connection to the sale and leaseback of the
Methane Julia Louise
in February 2016, GasLog entered into a consulting agreement with Unisea Maritime, under the terms of which GasLog agreed to pay a brokerage commission fee equal to 0.25% of the agreed charter rates under the sale and leaseback transaction plus reasonable expenses (incurred in line with the Group
policies). The brokerage commission fee of $430 was paid in advance for the full 20year period of the bareboat charter, discounted to the date of the agreement at an annual discount rate of 7.5% and was included under Vessel held under finance lease.
|
|
|
(h)
|
|
Blenheim Holdings Ltd. that is controlled by Ceres Shipping (Note 1), requested reimbursement of professional expenses provided in 2015.
|
|
|
(i)
|
|
A.S. Papadimitriou and Partners Law Firm, an entity controlled by one of our directors, provided legal services in relation to the legal due diligence process of our investment in Gastrade S.A. (Gastrade)refer to Note 29. In addition to the $73 recognised in profit or loss, an amount of $56 was capitalised under Other non-current assets.
|
|
|
(j)
|
|
GasLog recognized gross revenues and total voyage expenses of $19,789 and $3,332, respectively, from the operation of its vessels in the Cool Pool during the year ended December 31, 2016 (December 31, 2015: $2,469 and $1,857, respectively). The aforementioned pool results were further adjusted by $4,674 (2015: $35) to include the net allocation from the pool in
accordance with the profit sharing terms specified in the Pool Agreement.
|
|
|
(k)
|
|
Ceres Monaco S.A.M., an affiliate of Ceres Shipping, provided consultancy services to the Group with respect to its investment in Gastrade (Note 29) for which an amount of $100 was capitalised under Other non-current assets.
|
F-46
Compensation of key management personnel
The remuneration of directors and key management was as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Remuneration
|
|
|
|
6,140
|
|
|
|
|
6,627
|
|
|
|
|
6,117
|
|
Short-term benefits
|
|
|
|
50
|
|
|
|
|
94
|
|
|
|
|
73
|
|
Expense recognized in respect of share-based compensation
|
|
|
|
1,245
|
|
|
|
|
1,173
|
|
|
|
|
1,454
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
7,435
|
|
|
|
|
7,894
|
|
|
|
|
7,644
|
|
|
|
|
|
|
|
|
21. Share-Based Compensation
Omnibus Incentive Compensation Plan
On May 17, 2013, April 1, 2014, April 1, 2015 and April 1, 2016, GasLog granted to executives, managers and certain employees of the Group, Restricted Stock Units (RSUs) and Stock Appreciation Rights or Stock Options (collectively, the SARs) in accordance with its 2013 Omnibus Incentive
Compensation Plan (the Plan). The RSUs vest three years after the grant dates while the SARs vesting incrementally with one-third of the SARs vest on each of the three anniversaries of the grant dates. 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 of the awards have no voting rights. In addition, the holders of the awards granted in 2013 and 2014 are not entitled to dividends or other distributions.
The details of the aforementioned awards are presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
Awards
|
|
Number
|
|
Grant date
|
|
Expiry date
|
|
Exercise price
|
|
Fair value at
grant date
|
RSUs
|
|
|
|
64,792
|
|
|
|
|
May 17, 2013
|
|
|
n/a
|
|
n/a
|
|
|
$
|
|
11.95
|
|
SARs
|
|
|
|
325,943
|
|
|
|
|
May 17, 2013
|
|
|
April 29, 2023
|
|
$13.26
|
|
|
$
|
|
2.3753
|
|
RSUs
|
|
|
|
76,251
|
|
|
|
|
April 1, 2014
|
|
|
n/a
|
|
n/a
|
|
|
$
|
|
22.58
|
|
SARs
|
|
|
|
286,746
|
|
|
|
|
April 1, 2014
|
|
|
March 31, 2024
|
|
$24.00
|
|
|
$
|
|
6.0035
|
|
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
|
|
RSUs
|
|
|
|
212,837
|
|
|
|
|
April 1, 2016
|
|
|
n/a
|
|
n/a
|
|
|
$
|
|
9.28
|
|
SARs
|
|
|
|
848,981
|
|
|
|
|
April 1, 2016
|
|
|
March 31, 2026
|
|
$9.28
|
|
|
$
|
|
2.3263
|
|
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.
Fair value
The fair value of the SARs has been calculated based on the Modified Black-Scholes-Merton method. Expected volatility was based on historical share price volatility for the period since the Groups initial public offering. The expected dividend is based on managements expectations of
F-47
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
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
Grant date share closing price
|
|
|
$
|
|
13.26
|
|
|
|
$
|
|
24.00
|
|
|
|
$
|
|
19.48
|
|
|
|
$
|
|
9.28
|
|
Exercise price
|
|
|
$
|
|
13.26
|
|
|
|
$
|
|
24.00
|
|
|
|
$
|
|
19.48
|
|
|
|
$
|
|
9.28
|
|
Expected volatility
|
|
|
|
29.31
|
%
|
|
|
|
|
29.42
|
%
|
|
|
|
|
39.3
|
%
|
|
|
|
|
47.3
|
%
|
|
Expected term
|
|
|
|
6 years
|
|
|
|
|
6 years
|
|
|
|
|
6 years
|
|
|
|
|
6 years
|
|
Risk-free interest rate for the period similar to the expected term
|
|
|
|
1.08
|
%
|
|
|
|
|
2.03
|
%
|
|
|
|
|
1.48
|
%
|
|
|
|
|
1.37
|
%
|
|
In 2013, the fair value of the RSUs in accordance with the Plan was determined by using the grant date closing price of $13.26 per share and adjusting for the effect of the expected dividends to which holders of RSUs are not entitled using a risk-free interest rate of 0.4% for the three years until the
expiry of the RSUs, which resulted in a fair value of $11.95 per RSU.
In 2014, the fair value of the RSUs in accordance with the Plan was determined by using the grant date closing price of $24.00 per share and adjusting for the effect of the expected dividends which holders of RSUs are not entitled using a risk-free interest rate of 0.91% for the three years until the
expiry of the RSUs which resulted in a fair value of $22.58 per RSU.
In 2015, the fair value of the RSUs in accordance with the Plan was determined by using the grant date closing price of $19.48 per share and was not further adjusted since the holders are entitled to dividends.
In 2016, the fair value of the RSUs in accordance with the Plan was determined by using the grant date closing price of $9.28 per share and was not further adjusted since the holders are entitled to dividends.
Movement in RSUs and SARs
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 January 1, 2015
|
|
|
|
139,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.82
|
|
|
|
|
2,465
|
|
Granted during the year
|
|
|
|
88,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,724
|
|
Vested during the year
|
|
|
|
(3,373
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54
|
)
|
|
Forfeited during the year
|
|
|
|
(7,820
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(149
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2015
|
|
|
|
216,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.38
|
|
|
|
|
3,986
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during the year
|
|
|
|
212,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,975
|
|
Vested during the year
|
|
|
|
(61,028
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(729
|
)
|
|
Forfeited during the year
|
|
|
|
(340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2016
|
|
|
|
368,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.63
|
|
|
|
|
5,225
|
|
|
|
|
|
|
|
|
|
|
|
|
SARs
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2015
|
|
|
|
590,353
|
|
|
|
|
18.45
|
|
|
|
|
|
|
|
|
|
8.78
|
|
|
|
|
2,437
|
|
Granted during the year
|
|
|
|
305,859
|
|
|
|
|
19.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,724
|
|
Expired during the year
|
|
|
|
(7,247
|
)
|
|
|
|
|
15.98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24
|
)
|
|
Forfeited during the year
|
|
|
|
(15,737
|
)
|
|
|
|
|
19.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(81
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2015
|
|
|
|
873,228
|
|
|
|
|
18.81
|
|
|
|
|
|
|
|
|
|
8.28
|
|
|
|
|
4,056
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during the year
|
|
|
|
848,981
|
|
|
|
|
9.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,975
|
|
Exercised during the year
|
|
|
|
(8,115
|
)
|
|
|
|
|
13.26
|
|
|
|
|
16.15
|
|
|
|
|
|
|
|
|
|
(19
|
)
|
|
Forfeited during the year
|
|
|
|
(392
|
)
|
|
|
|
|
19.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2016
|
|
|
|
1,713,702
|
|
|
|
|
14.11
|
|
|
|
|
|
|
|
|
|
8.25
|
|
|
|
|
6,010
|
|
|
|
|
|
|
|
|
|
|
|
|
F-48
As of December 31, 2016, 578,105 SARs have vested but not been exercised.
On April 1, 2015 and April 1, 2016, 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 three years after the
grant dates subject to the recipients continued service; vesting of the PCUs is also subject to the achievement of certain performance targets in relation to total unitholder return. Specifically, the performance measure is based on the total unitholder return (TUR) achieved by the Partnership during the
performance period, benchmarked against the TUR of a selected group of peer companies. TUR above the 75th percentile of the peer group results in 100% of the award vesting; TUR between the 50th-75th percentile of the peer group results in 50% of award vesting; TUR below the 50th percentile of
the peer group results in none of the award vesting. The holders are entitled to cash distributions that are accrued and will be settled on vesting.
The details of the aforementioned awards are presented in the following table:
|
|
|
|
|
|
|
Awards
|
|
Number
|
|
Grant date
|
|
Fair value at
grant date
|
RCUs
|
|
|
|
16,999
|
|
|
|
|
April 1, 2015
|
|
|
|
$
|
|
24.12
|
|
PCUs
|
|
|
|
16,999
|
|
|
|
|
April 1, 2015
|
|
|
|
$
|
|
24.12
|
|
RCUs
|
|
|
|
24,925
|
|
|
|
|
April 1, 2016
|
|
|
|
$
|
|
16.45
|
|
PCUs
|
|
|
|
24,925
|
|
|
|
|
April 1, 2016
|
|
|
|
$
|
|
16.45
|
|
In accordance with the terms of the GasLog Partners Plan, the awards will be settled in cash or in common units at the sole discretion of the board of directors or such committee as may be designated by the board to administer the GasLog Partners Plan. These awards have been treated as equity
settled because the Partnership has no present obligation to settle them in cash.
Fair value
The fair value of the RCUs and PCUs granted in 2015 and 2016 was determined by using the grant date closing price of $24.12 and $16.45 per common unit, respectively, and was not further adjusted since the holders are entitled to cash distribution.
Movement in RCUs and PCUs
The summary of RCUs and PCUs is presented below:
|
|
|
|
|
|
|
|
|
Number of
awards
|
|
Weighted
average
contractual life
|
|
Aggregate
fair value
|
RCUs
|
|
|
|
|
|
|
Outstanding as of January 1, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during the year
|
|
|
|
16,999
|
|
|
|
|
|
|
|
|
|
410
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2015
|
|
|
|
16,999
|
|
|
|
|
2.25
|
|
|
|
|
410
|
|
|
|
|
|
|
|
|
Granted during the year
|
|
|
|
24,925
|
|
|
|
|
|
|
|
|
|
410
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2016
|
|
|
|
41,924
|
|
|
|
|
1.84
|
|
|
|
|
820
|
|
|
|
|
|
|
|
|
PCUs
|
|
|
|
|
|
|
Outstanding as of January 1, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during the year
|
|
|
|
16,999
|
|
|
|
|
|
|
|
|
|
410
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2015
|
|
|
|
16,999
|
|
|
|
|
2.25
|
|
|
|
|
410
|
|
|
|
|
|
|
|
|
Granted during the year
|
|
|
|
24,925
|
|
|
|
|
|
|
|
|
|
410
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2016
|
|
|
|
41,924
|
|
|
|
|
1.94
|
|
|
|
|
820
|
|
|
|
|
|
|
|
|
F-49
The total expense recognized in respect of share-based compensation for the year ended December 31, 2016 was $3,869 (December 31, 2015: $2,872 and December 31, 2014: $1,856). The total accrued cash distribution as of December 31, 2016 is $353 (December 31, 2015: $81) and is included under
Other non-current liabilities.
22. Commitments
(a) On December 31, 2016 the Group had the following commitments as lessee relating to buildings under operating leases:
|
|
|
|
|
As of December 31,
2016
|
Not later than one year
|
|
|
|
1,586
|
|
Later than one year and not later than three years
|
|
|
|
1,632
|
|
Later than three years and not later than five years
|
|
|
|
670
|
|
More than five years
|
|
|
|
367
|
|
|
|
|
Total operating lease commitment
|
|
|
|
4,255
|
|
|
|
|
The rental expense relating to operating leases for the year ended December 31, 2016 was $1,527 (December 31, 2015: $1,493 and December 31, 2014: $1,081).
(b) Commitments relating to the vessels under construction (Note 6) on December 31, 2016 payable to Samsung and Hyundai were as follows:
|
|
|
|
|
As of December 31,
2016
|
Not later than one year
|
|
|
|
63,656
|
|
Later than one year and not later than three years
|
|
|
|
883,276
|
|
|
|
|
Total vessel construction commitment
|
|
|
|
946,932
|
|
|
|
|
GasLog has issued performance guarantees in favor of Samsung and Hyundai for the outstanding commitments relating to the vessels under construction.
Also, based on an agreement entered into by GAS-twenty two Ltd. and GAS-twenty three Ltd. with MSL on March 8, 2016, the first two entities declared their options with Samsung to install reliquefaction plants on board the vessels. MSL agreed to reimburse 50% of such cost per vessel, resulting in
an aggregate commitment to pay $3,200 per vessel to GasLog after the installation has been completed. In the case that the reliquefaction plants do not fulfill specified enhanced performance criteria during operation as set forth in the relevant agreement, GasLog will refund the reimbursed amounts to
MSL in the form of a daily compensation amount per vessel.
(c) Future gross minimum revenues receivable upon collection of hire under non-cancellable time charter agreements for vessels in operation as of December 31, 2016 are as follows (30 off-hire days are assumed when each vessel will undergo scheduled dry-docking; in addition early delivery of the
vessels by the charterers or any exercise of the charterers options to extend the terms of the charters are not accounted for):
|
|
|
|
|
As of December 31,
2016
|
Not later than one year
|
|
|
|
474,696
|
|
Later than one year and not later than three years
|
|
|
|
816,019
|
|
Later than three years and not later than five years
|
|
|
|
491,612
|
|
Later than five years
|
|
|
|
568,203
|
|
|
|
|
Total future gross minimum charter hire
|
|
|
|
2,350,530
|
|
|
|
|
F-50
Future gross minimum lease revenues disclosed in the above table excludes the revenues of the vessels that are under construction as of December 31, 2016 (Note 6). For these vessels, the following charter party agreements have been signed:
|
|
|
|
In April 2015, GAS-twenty two Ltd., GAS-twenty three Ltd. and GAS-twenty four Ltd. signed time charter agreements with MSL for the employment of the respective owned vessels for average initial terms of approximately 9.5 years, commencing between mid-2018 and mid-2019.
|
|
|
|
|
In July 2016, GAS-twenty five Ltd. signed a time charter agreement with Total Gas & Power Chartering Limited for the employment of its owned vessel for a period of seven years, commencing mid-2018.
|
|
|
|
|
In October 2016, GAS-twenty eight Ltd. signed a time charter agreement with Pioneer Shipping Limited, a subsidiary of Centrica plc for the employment of its owned vessel for a period of seven years, commencing mid-2019.
|
(d) Related to the acquisition of the six vessels from a subsidiary of MSL in 2014 and another two vessels in 2015, the Group is committed to purchase depot spares from MSL with an aggregate value of $8,000, of which depot spares with value $660 have been purchased and paid as of December 31,
2016. The remaining spares should be acquired before the end of the initial term of the charter party agreements.
(e) On November 2, 2015, following execution of a letter agreement between GasLog and MSL reimbursing MSL the sum of $2,654 for value as of November 1, 2015, adjusted for future value through January 2020 up to $3,801, allowing for the future use of the reimbursement amount against the
funding of specific MSL projects, such as costs associated with change orders on LNG newbuildings and/or modifications of existing vessels as agreed between the parties. As of December 31, 2016, the outstanding commitment is $1,312.
(f) On October 11, 2016, GasLog LNG Services Ltd. entered into an arrangement whereby it has access to all long lead items (LLIs) necessary for the conversion of a GasLog LNG carrier vessel into a floating storage and regasification unit (FSRU), such conversion work to be undertaken by
Keppel Shipyard Limited. GasLog is only obligated to pay for such LLIs if utilized for a GasLog vessel conversion, or if the same have not been utilized in a GasLog vessel conversion within three years from November 2016, the items may be put to GasLog at 110% of the original cost, or GasLog may
call for the purchase of such LLIs at discounted price of 85% of the original cost.
(g) Other Guarantees:
As of December 31, 2016, GasLog LNG Services Ltd. has provided bank guarantees as follows:
|
|
|
|
Up to $1,250 to third parties relating to the satisfactory performance of its ship management activities;
|
|
|
|
|
Bank guarantee of $10 to the Greek Ministry of Finance relating to the satisfactory performance of the obligations arising under Greek laws 89/1967, 378/1968 as amended by law 814/1978.
|
23. Financial Risk Management
The Groups activities expose it to a variety of financial risks, including market risk, liquidity risk and credit risk. The Groups overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Groups financial performance.
The Group makes use of derivative financial instruments such as interest rate swaps to moderate certain risk exposures.
F-51
Market risk
Interest rate risk:
The Group is subject to market risks relating to changes in interest rates because it has floating rate debt outstanding. Significant increases in interest rates could adversely affect the Groups operating margins, results of operations and its ability to service its debt. The Group uses
interest rate swaps to reduce its exposure to market risk from changes in interest rates. The principal objective of these contracts is to minimize risks associated with its floating rate debt and not for speculative or trading purposes. As of December 31, 2016, the Group has economically hedged 37.77% of
its variable rate interest exposure relating to its existing loan facilities and the Bonds by swapping the variable rate to a fixed rate (December 31, 2015: 43.61% and December 31, 2014: 53.90%).
The aggregate principal amount of our outstanding floating rate debt as of December 31, 2016 was $1,695,302. As an indication of the extent of our sensitivity to interest rate changes, an increase in LIBOR by 10 basis points would increase the interest expense on the un-hedged portion of the Groups
loans by approximately $1,433 (December 31, 2015: $1,315 and December 31, 2014: $678).
Interest rate sensitivity analysis:
The fair value of the interest rate swaps as of December 31, 2016 was estimated as a net asset of $1,796 (December 31, 2015: net liability of $16,561). The effective movement in the fair value of the interest rate swaps designated as cash flow hedging instruments
(Note 25) amounting to $4,922 loss (December 31, 2015: $979 and December 31, 2014: $6,515) was recognized directly in equity.
The interest rate swap agreements described below are subject to market risk as they are recorded at fair value in the statement of financial position at year end. The fair value of interest rate swap liabilities increases when interest rates decrease and decreases when interest rates increase. As of
December 31, 2016, if interest rates had increased or decreased by 10 basis points with all other variables held constant, the positive/(negative) impact, respectively, on the fair value of the interest rate and cross currency swaps would have amounted to $4,526 (December 31, 2015: $3,349 and December 31,
2014: $4,405). This amount would have affected other comprehensive income by $499 (December 31, 2015: $1,483 and December 31, 2014: $2,192) and the loss on swaps by $4,027 (December 31, 2015: $1,866 and December 31, 2014: $2,213).
Other price risk:
The decrease in the fair value of Egypt LNG Shipping Ltd., in response to unfavorable market conditions resulting in a decrease in charter rates and vessel values, could negatively impact the value of the Groups investment in associate. Therefore, management might conclude that
impairment is necessary in the future.
Currency risk:
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Groups subsidiaries
functional currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to general and crew costs denominated in Euros (EUR). Specifically, for the year ended December 31, 2016, approximately $85,777 of the operating and administrative
expenses were denominated in EUR (December 31, 2015: $78,131 and December 31, 2014: $68,928). As of December 31, 2016, approximately $12,799 of the Groups outstanding trade payables and accruals were denominated in EUR (December 31, 2015: $17,454).
The Group has entered into cross currency swaps (Note 25) to hedge its currency exposure from the Bonds and forward foreign exchange contracts to hedge its currency exposure from payments in EUR and GBP. In addition, management monitors the exchange rate fluctuations on a continuous
basis. As an indication of the extent of the Groups sensitivity to changes in exchange rate, a 10% increase in the average EUR/USD exchange rate would have decreased the Groups profit and cash flows during the year ended December 31, 2016 by $8,578, based upon its expenses during the year
(December 31, 2015: $7,813 and December 31, 2014: $6,893).
F-52
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group minimizes liquidity risk by maintaining sufficient cash and cash equivalents and by having
available adequate amounts of undrawn credit facilities. The Group is not significantly exposed to liquidity risk resulting from the commitments under the vessel construction contracts as bank facilities have been contracted to meet the obligations.
The following tables detail the Groups expected cash flows for its non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and
principal cash flows. Variable future interest payments were determined based on an average LIBOR plus the margins applicable to the Groups loans at the end of each year presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average
effective
interest
rate
|
|
Less
than 1
month
|
|
1-3 months
|
|
3-12 months
|
|
1-5 years
|
|
5+ years
|
|
Total
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other accounts payable
|
|
|
|
|
$
|
|
11,877
|
|
|
|
|
322
|
|
|
|
|
192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,391
|
|
Amounts due to related parties
|
|
|
|
|
|
163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163
|
|
Other payables and accruals*
|
|
|
|
|
|
7,584
|
|
|
|
|
28,370
|
|
|
|
|
971
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,925
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
518
|
|
|
|
|
760
|
|
|
|
|
1,278
|
|
Variable interest loans
|
|
|
|
2.97
|
%
|
|
|
|
|
7,223
|
|
|
|
|
68,141
|
|
|
|
|
624,498
|
|
|
|
|
1,467,432
|
|
|
|
|
297,551
|
|
|
|
|
2,464,845
|
|
Bonds
|
|
|
|
|
|
|
|
|
|
|
2,763
|
|
|
|
|
8,480
|
|
|
|
|
130,717
|
|
|
|
|
|
|
|
|
|
141,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
$
|
|
26,847
|
|
|
|
$
|
|
99,596
|
|
|
|
|
634,141
|
|
|
|
|
1,598,667
|
|
|
|
|
298,311
|
|
|
|
|
2,657,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other accounts payable
|
|
|
|
|
|
7,189
|
|
|
|
|
|
|
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,255
|
|
Amounts due to related parties
|
|
|
|
|
|
105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105
|
|
Other payables and accruals*
|
|
|
|
|
|
27,703
|
|
|
|
|
26,130
|
|
|
|
|
2,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,864
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
353
|
|
|
|
|
776
|
|
|
|
|
1,129
|
|
Variable interest loans
|
|
|
|
3.33
|
%
|
|
|
|
|
35,884
|
|
|
|
|
21,063
|
|
|
|
|
158,831
|
|
|
|
|
2,231,522
|
|
|
|
|
454,020
|
|
|
|
|
2,901,320
|
|
Bonds
|
|
|
|
|
|
|
|
|
|
|
2,233
|
|
|
|
|
9,025
|
|
|
|
|
164,255
|
|
|
|
|
|
|
|
|
|
175,513
|
|
Finance lease liability
|
|
|
|
|
|
1,516
|
|
|
|
|
2,885
|
|
|
|
|
13,448
|
|
|
|
|
71,443
|
|
|
|
|
253,240
|
|
|
|
|
342,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
$
|
|
72,397
|
|
|
|
|
52,311
|
|
|
|
|
183,401
|
|
|
|
|
2,467,573
|
|
|
|
|
708,036
|
|
|
|
|
3,483,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Excludes Unearned revenue as it is not a financial liability.
|
The amounts included above for variable interest rate instruments are subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.
The following tables detail the Groups expected cash flows for its derivative financial instruments. The table has been drawn up based on the undiscounted contractual net cash inflows and outflows on derivative instruments that are settled on a net basis. When the amount payable or receivable is
not fixed, the amount disclosed has been determined by reference to the projected
F-53
interest rates as illustrated by the yield curves existing at the end of the reporting period. The undiscounted contractual cash flows are based on the contractual maturities of the derivatives.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
than 1
month
|
|
1-3 months
|
|
3-12 months
|
|
1-5 years
|
|
5+ years
|
|
Total
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
|
|
152
|
|
|
|
|
2,266
|
|
|
|
|
7,053
|
|
|
|
|
7,355
|
|
|
|
|
(47
|
)
|
|
|
|
|
16,779
|
|
Cross currency swaps
|
|
|
|
|
|
|
|
|
883
|
|
|
|
|
3,102
|
|
|
|
|
53,960
|
|
|
|
|
|
|
|
|
|
57,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
152
|
|
|
|
|
3,149
|
|
|
|
|
10,155
|
|
|
|
|
61,315
|
|
|
|
|
(47
|
)
|
|
|
|
|
74,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
5,010
|
|
|
|
|
(5,707
|
)
|
|
|
|
|
(1,754
|
)
|
|
|
|
|
(2,378
|
)
|
|
Cross currency swaps
|
|
|
|
|
|
|
|
|
348
|
|
|
|
|
1,370
|
|
|
|
|
23,073
|
|
|
|
|
|
|
|
|
|
24,791
|
|
Forward foreign exchange contracts
|
|
|
|
27
|
|
|
|
|
144
|
|
|
|
|
(299
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
100
|
|
|
|
|
492
|
|
|
|
|
6,081
|
|
|
|
|
17,366
|
|
|
|
|
(1,754
|
)
|
|
|
|
|
22,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit risk
Credit risk is the risk that a counterparty will fail to discharge its obligations and cause a financial loss. The Group is exposed to credit risk in the event of non-performance by any of its counterparties. To limit this risk, the Group deals exclusively with financial institutions and customers with high
credit ratings.
|
|
|
|
|
|
|
As of December 31,
|
|
2015
|
|
2016
|
Cash and cash equivalents
|
|
|
|
302,988
|
|
|
|
|
227,024
|
|
Short-term investments
|
|
|
|
6,000
|
|
|
|
|
18,000
|
|
Trade and other receivables
|
|
|
|
16,079
|
|
|
|
|
9,256
|
|
Dividends receivable and other amounts due from related parties
|
|
|
|
1,345
|
|
|
|
|
3,065
|
|
Restricted cash
|
|
|
|
62,718
|
|
|
|
|
42
|
|
Derivative financial instruments
|
|
|
|
61
|
|
|
|
|
7,938
|
|
For the year ended December 31, 2016, 95.0% of the Groups revenue was earned from Royal Dutch Shell plc (Shell). For the year ended December 31, 2015, 83.1% of the Groups revenue was earned from BG Group and 11.8% from Shell and for the year ended December 31, 2014, 80.1% of
the Groups revenue was earned from BG Group and 11.7% from Shell and accounts receivable were not collateralized; however, management believes that the credit risk is partially offset by the creditworthiness of the Groups counterparties. BG Group was acquired by Shell on February 15, 2016. This
acquisition does not impact the contractual obligations under the existing charter party agreements. The Group did not experience significant credit losses on its accounts receivable portfolio during the three years ended December 31, 2016. The carrying amount of financial assets recorded in the
consolidated financial statements represents the Groups maximum exposure to credit risk. Management monitors exposure to credit risk, and they believe that there is no substantial credit risk arising from the Groups counterparties.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.
24. Capital Risk Management
The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern, to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders value.
F-54
The Group monitors capital using a gearing ratio, which is total debt divided by total equity plus total debt. The gearing ratio is calculated as follows:
|
|
|
|
|
|
|
As of December 31,
|
|
2015
|
|
2016
|
Borrowings, current portion
|
|
|
|
636,987
|
|
|
|
|
147,448
|
|
Borrowings, non-current portion
|
|
|
|
1,737,500
|
|
|
|
|
2,504,578
|
|
Finance lease liability, current portion
|
|
|
|
|
|
|
|
|
5,946
|
|
Finance lease liability, non-current portion
|
|
|
|
|
|
|
|
|
214,455
|
|
|
|
|
|
|
Total debt
|
|
|
|
2,374,487
|
|
|
|
|
2,872,427
|
|
Total equity
|
|
|
|
1,507,920
|
|
|
|
|
1,509,682
|
|
|
|
|
|
|
Total debt and equity
|
|
|
|
3,882,407
|
|
|
|
|
4,382,109
|
|
|
|
|
|
|
Gearing ratio
|
|
|
|
61.16
|
%
|
|
|
|
|
65.55
|
%
|
|
25. Derivative Financial Instruments
The fair value of the derivative assets is as follows:
|
|
|
|
|
|
|
As of December 31,
|
|
2015
|
|
2016
|
Derivative assets carried at fair value through profit or loss (FVTPL)
|
|
|
|
|
Interest rate swaps
|
|
|
|
61
|
|
|
|
|
7,856
|
|
Forward foreign exchange contracts
|
|
|
|
|
|
|
|
|
82
|
|
|
|
|
|
|
Total
|
|
|
|
61
|
|
|
|
|
7,938
|
|
|
|
|
|
|
Derivative financial instruments, current assets
|
|
|
|
|
|
|
|
|
82
|
|
Derivative financial instruments, non-current assets
|
|
|
|
61
|
|
|
|
|
7,856
|
|
|
|
|
|
|
Total
|
|
|
|
61
|
|
|
|
|
7,938
|
|
|
|
|
|
|
The fair value of the derivative liabilities is as follows:
|
|
|
|
|
|
|
As of December 31,
|
|
2015
|
|
2016
|
Derivative liabilities designated and effective as hedging instruments carried at fair value
|
|
|
|
|
Interest rate swaps
|
|
|
|
8,410
|
|
|
|
|
|
|
Cross currency swaps
|
|
|
|
56,152
|
|
|
|
|
24,279
|
|
Derivative liabilities carried at fair value through profit or loss (FVTPL)
|
|
|
|
|
Interest rate swaps
|
|
|
|
8,212
|
|
|
|
|
6,060
|
|
|
|
|
|
|
Total
|
|
|
|
72,774
|
|
|
|
|
30,339
|
|
|
|
|
|
|
Derivative financial instruments, current liability
|
|
|
|
14,243
|
|
|
|
|
7,854
|
|
Derivative financial instruments, non-current liability
|
|
|
|
58,531
|
|
|
|
|
22,485
|
|
|
|
|
|
|
Total
|
|
|
|
72,774
|
|
|
|
|
30,339
|
|
|
|
|
|
|
Interest rate swap agreements
The Group enters into interest rate swap agreements which convert the floating interest rate exposure into a fixed interest rate in order to hedge a portion of the Groups 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.
F-55
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
Counterparty
|
|
Trade
Date
|
|
Effective
Date
|
|
Original Termination
Date
|
|
Fixed Interest
Rate
|
|
Notional Amount
|
|
December 31,
2015
|
|
December 31,
2016
|
GAS-six Ltd.
(1)
|
|
Nordea Bank Finland
|
|
|
|
Nov 2011
|
|
|
|
|
July 2013
|
|
|
|
|
July 2018
|
|
|
2.04%
|
|
|
|
65,074
|
|
|
|
|
|
|
GAS-nine Ltd.
(1)
|
|
Commonwealth Bank
of Australia (CBA)
|
|
|
|
April 2014
|
|
|
|
|
Dec 2014
|
|
|
|
|
Dec 2019
|
|
|
2.23%
|
|
|
|
59,024
|
|
|
|
|
|
|
GAS-nine Ltd.
(1)
|
|
DNB Bank ASA
|
|
|
|
April 2014
|
|
|
|
|
Dec 2014
|
|
|
|
|
Dec 2019
|
|
|
2.24%
|
|
|
|
59,024
|
|
|
|
|
|
|
GAS-ten Ltd.
(1)
|
|
Skandinavinska
Enskilda Banken AB
(publ) (SEB)
|
|
|
|
April 2014
|
|
|
|
|
Feb 2015
|
|
|
|
|
Feb 2020
|
|
|
2.25%
|
|
|
|
59,893
|
|
|
|
|
|
|
GAS-ten Ltd.
(1)
|
|
ING Bank N.V.
|
|
|
|
May 2014
|
|
|
|
|
Feb 2015
|
|
|
|
|
Feb 2020
|
|
|
2.23%
|
|
|
|
59,893
|
|
|
|
|
|
|
GAS-fifteen Ltd.
(1)(2)
|
|
Citibank
|
|
|
|
July 2014
|
|
|
|
|
Sept 2014
|
|
|
|
|
Sept 2018
|
|
|
0.66%/2.89%
|
|
|
|
86,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
389,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
In July 2016, the Group terminated these interest rate swap agreements associated with the six legacy facilities that were refinanced by the Legacy Facility Refinancing (Note 13) paying their fair value on that date. The cumulative loss of $12,953 from the period that hedging was effective was recycled to profit or loss during the year ended December 31, 2016.
|
|
|
(2)
|
|
The fixed interest rate was agreed at 0.66% until September 2016 and at 2.89% from September 2016 to September 2018.
|
The derivative instruments listed above qualified as cash flow hedging instruments for accounting purposes as of December 31, 2015.
For the year ended December 31, 2016, the effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments amounting to a loss of $7,550 has been recognized in Other comprehensive income (December 31, 2015: $7,279, December 31, 2014: $9,885). For the
year ended December 31, 2016, a loss of $2,628, was recycled to profit or loss representing the realized loss on interest rate swaps in relation to the interest expenses component of the hedge (December 31, 2015: $6,300, December 31, 2014: $3,370).
F-56
Interest rate swaps held for trading
The principal terms of the interest rate swaps held for trading were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
Counterparty
|
|
Trade
Date
|
|
Effective
Date
|
|
Original Termination
Date
|
|
Fixed Interest
Rate
|
|
Notional Amount
|
|
December 31,
2015
|
|
December 31,
2016
|
GAS-eight Ltd.
(1)
|
|
SEB
|
|
|
|
Feb 2012
|
|
|
|
|
Mar 2014
|
|
|
|
|
Mar 2021
|
|
|
2.26%
|
|
|
|
39,263
|
|
|
|
|
|
|
GAS-eight Ltd.
(1)
|
|
ING Bank N.V.
|
|
|
|
Feb 2012
|
|
|
|
|
Mar 2014
|
|
|
|
|
Mar 2021
|
|
|
2.26%
|
|
|
|
39,263
|
|
|
|
|
|
|
GAS-eight Ltd.
(1)
|
|
SEB
|
|
|
|
May 2012
|
|
|
|
|
Mar 2014
|
|
|
|
|
Mar 2021
|
|
|
2.05%
|
|
|
|
12,636
|
|
|
|
|
|
|
GAS-eight Ltd.
(1)
|
|
ING Bank N.V.
|
|
|
|
May 2012
|
|
|
|
|
Mar 2014
|
|
|
|
|
Mar 2021
|
|
|
2.05%
|
|
|
|
12,636
|
|
|
|
|
|
|
GAS-eight Ltd.
(1)
|
|
DNB Bank ASA
|
|
|
|
May 2012
|
|
|
|
|
Mar 2014
|
|
|
|
|
Mar 2021
|
|
|
2.05%
|
|
|
|
12,636
|
|
|
|
|
|
|
GAS-eight Ltd.
(1)
|
|
CBA
|
|
|
|
May 2012
|
|
|
|
|
Mar 2014
|
|
|
|
|
Mar 2021
|
|
|
2.06%
|
|
|
|
12,636
|
|
|
|
|
|
|
GAS-one Ltd.
(1)(2)
|
|
Danish Ship Finance
|
|
|
|
Oct 2011
|
|
|
|
|
Nov 2011
|
|
|
|
|
May 2020
|
|
|
2.10%
|
|
|
|
64,095
|
|
|
|
|
|
|
GAS-one Ltd.
(1)(2)
|
|
Danish Ship Finance
|
|
|
|
June 2013
|
|
|
|
|
Aug 2013
|
|
|
|
|
May 2020
|
|
|
2.03%
|
|
|
|
55,554
|
|
|
|
|
|
|
GAS-six Ltd.
(1)(2)
|
|
ABN-AMRO Bank
|
|
|
|
May 2012
|
|
|
|
|
July 2013
|
|
|
|
|
July 2019
|
|
|
1.72%
|
|
|
|
55,096
|
|
|
|
|
|
|
GAS-seven Ltd.
(1)(2)
|
|
Credit Suisse AG
|
|
|
|
Mar 2012
|
|
|
|
|
Nov 2013
|
|
|
|
|
Nov 2020
|
|
|
2.23%
|
|
|
|
96,000
|
|
|
|
|
|
|
GAS-seven Ltd.
(1)(2)
|
|
Credit Suisse AG
|
|
|
|
April 2014
|
|
|
|
|
May 2014
|
|
|
|
|
May 2019
|
|
|
1.77%
|
|
|
|
32,000
|
|
|
|
|
|
|
GAS-two Ltd.
(1)(2)
|
|
CBA
|
|
|
|
Sept 2013
|
|
|
|
|
Feb 2014
|
|
|
|
|
April 2018
|
|
|
1.69%
|
|
|
|
28,333
|
|
|
|
|
|
|
GAS-two Ltd.
(1)(2)
|
|
DNB Bank ASA
|
|
|
|
Sept 2013
|
|
|
|
|
Feb 2014
|
|
|
|
|
April 2018
|
|
|
1.69%
|
|
|
|
28,333
|
|
|
|
|
|
|
GAS-two Ltd.
(1)(2)
|
|
SEB
|
|
|
|
Sept 2013
|
|
|
|
|
Feb 2014
|
|
|
|
|
April 2018
|
|
|
1.66%
|
|
|
|
28,333
|
|
|
|
|
|
|
GasLog
(3)
|
|
Deutsche Bank AG
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2020
|
|
|
1.98%
|
|
|
|
|
|
|
|
|
66,667
|
|
GasLog
(3)
|
|
Deutsche Bank AG
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2021
|
|
|
1.98%
|
|
|
|
|
|
|
|
|
66,667
|
|
GasLog
(3)
|
|
Deutsche Bank AG
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2022
|
|
|
1.98%
|
|
|
|
|
|
|
|
|
66,667
|
|
GasLog
(3)
|
|
DNB Bank ASA
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2020
|
|
|
1.784%
|
|
|
|
|
|
|
|
|
73,333
|
|
GasLog
(3)
|
|
DNB Bank ASA
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2021
|
|
|
1.729%
|
|
|
|
|
|
|
|
|
73,333
|
|
GasLog
(3)
|
|
DNB Bank ASA
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2022
|
|
|
1.719%
|
|
|
|
|
|
|
|
|
73,333
|
|
GasLog
(3)
|
|
HSBC Bank Plc
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2020
|
|
|
1.896%
|
|
|
|
|
|
|
|
|
33,333
|
|
GasLog
(3)
|
|
HSBC Bank Plc
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2021
|
|
|
1.818%
|
|
|
|
|
|
|
|
|
33,333
|
|
GasLog
(3)
|
|
HSBC Bank Plc
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2022
|
|
|
1.79%
|
|
|
|
|
|
|
|
|
33,333
|
|
GasLog
(3)
|
|
Nordea Bank Finland
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2020
|
|
|
1.905%
|
|
|
|
|
|
|
|
|
66,667
|
|
GasLog
(3)
|
|
Nordea Bank Finland
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2021
|
|
|
1.84%
|
|
|
|
|
|
|
|
|
66,667
|
|
GasLog
(3)
|
|
Nordea Bank Finland
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2022
|
|
|
1.815%
|
|
|
|
|
|
|
|
|
66,667
|
|
GasLog
(3)
|
|
SEB
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2020
|
|
|
1.928%
|
|
|
|
|
|
|
|
|
50,000
|
|
GasLog
(3)
|
|
SEB
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2021
|
|
|
1.8405%
|
|
|
|
|
|
|
|
|
50,000
|
|
GasLog
(3)
|
|
SEB
|
|
|
|
July 2016
|
|
|
|
|
July 2016
|
|
|
|
|
July 2022
|
|
|
1.814%
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
516,814
|
|
|
|
|
870,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
In July 2016, the Group terminated these interest rate swap agreements associated with the six legacy facilities that were refinanced by the Legacy Facility Refinancing (Note 13) paying their fair value on that date.
|
|
|
(2)
|
|
During the year ended December 31, 2016, the amount of the cumulative loss from the period that these hedges were effective that was recycled to profit or loss was $4,978 (December 31, 2015: $1,129).
|
|
|
(3)
|
|
In July 2016, GasLog entered into new interest rate swap agreements with a notional value of $870,000 in aggregate, maturing between 2020 and 2022.
|
The derivative instruments listed above were not designated as cash flow hedging instruments. The change in the fair value of these contracts for the year ended December 31, 2016 amounted to a net gain of $18,448 (December 31, 2015: $149 loss, December 31, 2014: $7,873 loss), which was
recognized against profit or loss in the period incurred and is included in Loss on swaps. During the year ended December 31, 2016, the net gain of $18,448 derived mainly from the fact that the LIBOR yield curve, which was used to calculate the present value of the estimated future cash flows, was
higher than the agreed fixed interest rates resulting in a decrease in derivative liabilities from interest rate swaps held for trading.
F-57
Cross currency swap agreements
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 Groups exposure to fluctuations deriving from its Bonds.
The CCSs qualified as cash flow hedging instruments for accounting purposes.
The principal terms of the CCSs designated as cash flow hedging instruments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Counterparty
|
|
Trade
Date
|
|
Effective
Date
|
|
Original Termination
Date
|
|
Fixed Interest
Rate
|
|
Notional Amount
|
|
December 31,
2015
|
|
December 31,
2016
|
GasLog
(1)
|
|
DNB Bank ASA
|
|
|
|
June 2013
|
|
|
|
|
June 2013
|
|
|
|
|
June 2018
|
|
|
7.40%
|
|
|
|
27,732
|
|
|
|
|
|
|
GasLog
(1)
|
|
SEB
|
|
|
|
June 2013
|
|
|
|
|
June 2013
|
|
|
|
|
June 2018
|
|
|
7.41%
|
|
|
|
27,731
|
|
|
|
|
|
|
GasLog
(1)
|
|
Nordea Bank Finland
|
|
|
|
June 2013
|
|
|
|
|
June 2013
|
|
|
|
|
June 2018
|
|
|
7.43%
|
|
|
|
27,743
|
|
|
|
|
|
|
GasLog
(1)
|
|
DNB Bank ASA
|
|
|
|
April 2014
|
|
|
|
|
May 2014
|
|
|
|
|
June 2018
|
|
|
5.99%
|
|
|
|
27,871
|
|
|
|
|
22,965
|
|
GasLog
(1)
|
|
SEB
|
|
|
|
April 2014
|
|
|
|
|
May 2014
|
|
|
|
|
June 2018
|
|
|
5.99%
|
|
|
|
27,871
|
|
|
|
|
22,965
|
|
GasLog
(1)
|
|
Nordea Bank Finland
|
|
|
|
April 2014
|
|
|
|
|
May 2014
|
|
|
|
|
June 2018
|
|
|
5.99%
|
|
|
|
27,871
|
|
|
|
|
22,965
|
|
GasLog
(2)
|
|
DNB Bank ASA
|
|
|
|
June 2016
|
|
|
|
|
June 2016
|
|
|
|
|
May 2021
|
|
|
8.59%
|
|
|
|
|
|
|
|
|
30,050
|
|
GasLog
(2)
|
|
SEB
|
|
|
|
June 2016
|
|
|
|
|
June 2016
|
|
|
|
|
May 2021
|
|
|
8.59%
|
|
|
|
|
|
|
|
|
30,050
|
|
GasLog
(2)
|
|
Nordea Bank Finland
|
|
|
|
June 2016
|
|
|
|
|
June 2016
|
|
|
|
|
May 2021
|
|
|
8.59%
|
|
|
|
|
|
|
|
|
30,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
166,819
|
|
|
|
|
159,045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
On June 27, 2016, GasLog terminated the first three CCSs agreements and decreased the notional amount of the remaining three CCSs by paying their fair value on that date. The cumulative loss of $5,583 from the period that hedging was effective was recycled to profit or loss during the year ended December 31, 2016.
|
|
|
(2)
|
|
On June 20, 2016, in conjunction with the issuance of the bond under the 2021 Bond Agreement (Note 13), GasLog entered into these CCSs to exchange interest payments and principal on maturity on the same terms as the 2021 Bond Agreement.
|
For the year ended December 31, 2016, the effective portion of changes in the fair value of CCSs amounting to a loss of $2,559 has been recognized in Other comprehensive income (December 31, 2015: $23,584 loss, December 31, 2014: $37,722 loss). For the year ended December 31, 2016, a loss of
$2,446 was recycled to profit or loss representing the realized loss on CCSs in relation to the interest expenses component of the hedge (December 31, 2015: $2,714 loss, December 31, 2014: $60 gain). Additionally, for the year ended December 31, 2016, a loss of $1,487, was recognized in Other
comprehensive income in relation to the retranslation of the Bonds in U.S. dollars as of December 31, 2016 (December 31, 2015: $21,000 gain, December 31, 2014: $31,106 gain).
Forward foreign exchange contracts
The Group uses forward foreign exchange contracts to mitigate foreign exchange transaction exposures in British Pounds Sterling (GBP) and EUR. Under these forward foreign exchange contracts, the bank counterparty will effect fixed payments in GBP or EUR to the Group and the Group will
effect fixed payments in USD to the bank counterparty on the respective settlement dates. All forward foreign exchange contracts are considered by management to be part of economic hedge arrangements but have not been formally designated.
F-58
The principal terms of the forward foreign exchange contracts held for trading are as follows:
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Counterparty
|
|
Trade Date
|
|
Settlement Date
|
|
Fixed
Exchange Rate
(USD/GBP)
|
|
Exchange
Amount
(in thousands)
|
GasLog
|
|
|
|
SEB
|
|
|
August 2016
|
|
January 2017
|
|
|
|
1.3147
|
|
|
|
|
£400
|
|
GasLog
|
|
|
|
SEB
|
|
|
August 2016
|
|
February 2017
|
|
|
|
1.3147
|
|
|
|
|
£400
|
|
GasLog
|
|
|
|
SEB
|
|
|
August 2016
|
|
March 2017
|
|
|
|
1.3147
|
|
|
|
|
£1,800
|
|
GasLog
|
|
|
|
SEB
|
|
|
August 2016
|
|
April 2017
|
|
|
|
1.3147
|
|
|
|
|
£400
|
|
GasLog
|
|
|
|
SEB
|
|
|
August 2016
|
|
May 2017
|
|
|
|
1.3147
|
|
|
|
|
£400
|
|
GasLog
|
|
|
|
SEB
|
|
|
August 2016
|
|
June 2017
|
|
|
|
1.3147
|
|
|
|
|
£400
|
|
GasLog
|
|
|
|
SEB
|
|
|
December 2016
|
|
July 2017
|
|
|
|
1.2541
|
|
|
|
|
£400
|
|
GasLog
|
|
|
|
SEB
|
|
|
December 2016
|
|
August 2017
|
|
|
|
1.2541
|
|
|
|
|
£400
|
|
GasLog
|
|
|
|
SEB
|
|
|
December 2016
|
|
September 2017
|
|
|
|
1.2541
|
|
|
|
|
£400
|
|
GasLog
|
|
|
|
SEB
|
|
|
December 2016
|
|
October 2017
|
|
|
|
1.2541
|
|
|
|
|
£400
|
|
GasLog
|
|
|
|
SEB
|
|
|
December 2016
|
|
November 2017
|
|
|
|
1.2541
|
|
|
|
|
£400
|
|
GasLog
|
|
|
|
SEB
|
|
|
December 2016
|
|
December 2017
|
|
|
|
1.2541
|
|
|
|
|
£400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
£6,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Counterparty
|
|
Trade Date
|
|
Settlement Date
|
|
Fixed
Exchange Rate
(USD/EUR)
|
|
Exchange
Amount
(in thousands)
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
January 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
February 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
March 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
April 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
May 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
June 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
July 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
August 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
September 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
October 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
November 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
HSBC
|
|
December 2016
|
|
December 2017
|
|
|
|
1.0542
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
January 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
February 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
March 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
April 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
May 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
June 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
July 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
August 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
September 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
October 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
November 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
Nordea Bank AB, London Branch
|
|
December 2016
|
|
December 2017
|
|
|
|
1.0562
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
January 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
February 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
March 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
April 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
May 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
June 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
July 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
August 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
September 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
October 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
November 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
GasLog
|
|
SEB
|
|
December 2016
|
|
December 2017
|
|
|
|
1.0541
|
|
|
|
|
€
1,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
€
43,200
|
|
|
|
|
|
|
|
|
|
|
|
|
F-59
The derivative instruments listed above were not designated as cash flow hedging instruments as of December 31, 2016. The change in the fair value of these contracts for the year ended December 31, 2016 amounted to a net gain of $82 (for the year ended December 31, 2015: $0, December 31, 2014:
$0), which was recognized against profit or loss in the period incurred and is included in Loss on swaps.
An analysis of Loss on swaps is as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Unrealized (loss)/gain on interest rate swaps held for trading
|
|
|
|
(7,873
|
)
|
|
|
|
|
(149
|
)
|
|
|
|
|
18,530
|
|
Realized loss on interest rate swaps held for trading
|
|
|
|
(10,310
|
)
|
|
|
|
|
(8,904
|
)
|
|
|
|
|
(8,435
|
)
|
|
Recycled loss of cash flow hedges reclassified to profit or loss
|
|
|
|
(6,641
|
)
|
|
|
|
|
(1,290
|
)
|
|
|
|
|
(23,514
|
)
|
|
Ineffective portion of cash flow hedges
|
|
|
|
37
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
(24,787
|
)
|
|
|
|
|
(10,332
|
)
|
|
|
|
|
(13,419
|
)
|
|
|
|
|
|
|
|
|
Fair value measurements
The fair value of the Groups financial assets and liabilities approximate to their carrying amounts at the reporting date.
The fair value of the interest rate swaps at the end of reporting period was determined by discounting the future cash flows using the interest rate yield curves at the end of reporting period and the credit risk inherent in the contract. The fair value of the CCSs at the end of the reporting period was
determined by discounting the future cash flows that are estimated based on forward exchange rates and contract forward rates, discounted at a rate that reflects the credit risk of the counterparties. The Group uses its judgment to make assumptions that are primarily based on market conditions for the
estimation of the counterparty risk and the Groups own risk that are considered for the calculation of the fair value of the interest rate and cross currency swaps. The interest rate swaps, the forward foreign exchange contracts and the CCSs meet Level 2 classification, according to the fair value hierarchy
as defined by IFRS 13
Fair Value Measurement.
There were no financial instruments in Levels 1 or 3 and no transfers between Levels 1, 2 or 3 during the periods presented. The definitions of the levels, provided by IFRS 13 are based on the degree to which the fair value is observable:
|
|
|
|
Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities;
|
|
|
|
|
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
|
|
|
|
|
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
|
26. Non-cash Items on Statements of Cash Flows
As of December 31, 2016, there were capital expenditures for vessels and vessels under construction of $2,038 that were not paid during the year ended December 31, 2016 and were included in current liabilities (December 31, 2015: $12,576, December 31, 2014: $7,999).
As of December 31, 2016, there were equity raising costs of $5 that were not paid during the year ended December 31, 2016 and were included in current liabilities (December 31, 2015: $59, December 31, 2014: $174).
F-60
As of December 31, 2016, there were no loan issuance costs outstanding and included in current liabilities (December 31, 2015: $247, December 31, 2014: $903).
As of December 31, 2016, there were receivables from stock options exercise of $108 included in assets (December 31, 2015: $0, December 31, 2014: $0).
27. Taxation
Under the laws of the countries of the Groups domestication/incorporation and/or vessels registration, the Group is not subject to tax on international shipping income. However, it is subject to registration and tonnage taxes, which are included in vessel operating and supervision costs in the
consolidated statement of profit or loss.
Under the United States Internal Revenue Code of 1986, as amended (the Code), the U.S. source gross transportation income of a ship-owning or chartering corporation, such as GasLog, is subject to a 4% U.S. Federal income tax without allowance for deduction, unless that corporation qualifies
for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the
United States.
The Group did not qualify for this exemption for the three years ended December 31, 2016; however, the effect on the results is insignificant.
28. Earnings/(loss) per share (EPS)
Basic earnings/(loss) per share was calculated by dividing the profit for the year attributable to the owners of the common shares by the weighted average number of common shares issued and outstanding during the year.
Diluted EPS is calculated by dividing the profit for the year 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:
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Basic earnings/(loss) per share
|
|
|
|
|
|
|
Profit/(loss) for the year attributable to owners of the Group
|
|
|
|
42,161
|
|
|
|
|
10,829
|
|
|
|
|
(21,486
|
)
|
|
Less: Dividends on preference shares
|
|
|
|
|
|
|
|
|
7,379
|
|
|
|
|
(10,063
|
)
|
|
|
|
|
|
|
|
|
Profit/(loss) for the year available to owners of the Group
|
|
|
|
42,161
|
|
|
|
|
3,450
|
|
|
|
|
(31,549
|
)
|
|
Weighted average number of shares outstanding, basic
|
|
|
|
78,633,820
|
|
|
|
|
80,496,314
|
|
|
|
|
80,534,702
|
|
|
|
|
|
|
|
|
Basic earnings/(loss) per share
|
|
|
|
0.54
|
|
|
|
|
0.04
|
|
|
|
|
(0.39
|
)
|
|
|
|
|
|
|
|
|
Diluted earnings/(loss) per share
|
|
|
|
|
|
|
Profit/(loss) for the year available to owners of the Group used in the calculation of diluted EPS
|
|
|
|
42,161
|
|
|
|
|
3,450
|
|
|
|
|
(31,549
|
)
|
|
Weighted average number of shares outstanding, basic
|
|
|
|
78,633,820
|
|
|
|
|
80,496,314
|
|
|
|
|
80,534,702
|
|
Dilutive potential ordinary shares
|
|
|
|
166,372
|
|
|
|
|
114,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in the calculation of diluted EPS
|
|
|
|
78,800,192
|
|
|
|
|
80,610,420
|
|
|
|
|
80,534,702
|
|
|
|
|
|
|
|
|
Diluted earnings/(loss) per share
|
|
|
|
0.54
|
|
|
|
|
0.04
|
|
|
|
|
(0.39
|
)
|
|
|
|
|
|
|
|
|
F-61
The Group excluded the effect of 1,713,702 SARs and 368,437 RSUs in calculating diluted EPS for the year ended December 31, 2016, as they were anti-dilutive (December 31, 2015: 576,014 SARs and 83,751 RSUs, December 31, 2014: 285,024 SARs and 74,877 RSUs).
29. Subsequent Events
In January 2017, Simon Crowe, GasLog and GasLog Partners Chief Financial Officer (CFO) informed the board of directors of his intention to step down from the position of CFO in March 2017.
On January 27, 2017, GasLog Partners completed an equity offering of 3,750,000 common units and issued 76,531 general partner units to its general partner (in order for GasLog to retain its 2.0% general partner interest in GasLog Partners) at a public offering price of $20.50 per unit, raising net
proceeds of $75,488 (after excluding $1,569 from the sale of the general partner units to GasLog). The Partnership plans to use the net proceeds from the public offering for general partnership purposes, which may include future acquisitions, debt repayment, capital expenditures and additions to working
capital. On February 24, 2017, GasLog Partners issued additional 120,000 common units and 2,449 general partner units in relation to the exercise of the underwriters overallotment option resulting to additional net proceeds of $2,435 (after excluding $50 from the sale of the general partner units to
GasLog).
On February 1, 2017, GasLog and GasLog Partners announced that, following Simon Crowes decision to step down from his position as CFO, the board of directors appointed Alastair Maxwell as CFO with effective date early March 2017.
On February 9, 2017, GasLog acquired a 20% ownership interest in Gastrade, a private limited company licensed to develop an independent natural gas system offshore Alexandroupolis in Northern Greece utilizing a FSRU along with other fixed infrastructure.
On February 16, 2017, the board of directors declared a quarterly cash dividend of $0.14 per common share payable on March 16, 2017 to shareholders of record as of March 6, 2017.
On February 24, 2017, GasLog entered into three new interest rate swap agreements with a notional value of $300,000 in aggregate, maturing in February and March 2022.
F-62
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