Exhibit 99.2
GASLOG LTD.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page | |
F-2 | |
F-3 | |
F-4 | |
F-5 | |
F-6 | |
Notes to the unaudited condensed consolidated financial statements | F-8 |
F-1
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of financial position
As of December 31, 2020 and June 30, 2021
(Amounts expressed in thousands of U.S. Dollars)
|
| December 31, |
| June 30, | ||
Note | 2020 | 2021 | ||||
Assets |
|
| ||||
Non-current assets |
|
| ||||
Goodwill | | | ||||
Investment in associates | 3 | | | |||
Deferred financing costs | | | ||||
Other non-current assets | 6 | | | |||
Derivative financial instruments, non-current portion | 15 | | | |||
Tangible fixed assets | 4 | | | |||
Vessels under construction | 4 | | | |||
Right-of-use assets | 5 | | | |||
Total non-current assets | | | ||||
Current assets | ||||||
Trade and other receivables | | | ||||
Dividends receivable and other amounts due from related parties | 8 | | | |||
Derivative financial instruments, current portion | 15 | | | |||
Inventories | | | ||||
Prepayments and other current assets | 6 | | | |||
Short-term investments | — | | ||||
Cash and cash equivalents | | | ||||
Total current assets | | | ||||
Total assets | | | ||||
Equity and liabilities | ||||||
Equity | ||||||
Preference shares | 13 | | | |||
Share capital | 13 | | | |||
Contributed surplus | | | ||||
Reserves | | | ||||
Treasury shares | ( | — | ||||
Accumulated deficit | ( | ( | ||||
Equity attributable to owners of the Group | | | ||||
Non-controlling interests | | | ||||
Total equity | | | ||||
Current liabilities | ||||||
Trade accounts payable | | | ||||
Ship management creditors | | | ||||
Amounts due to related parties | 8 | | | |||
Derivative financial instruments, current portion | 15 | | | |||
Other payables and accruals | 12 | | | |||
Borrowings, current portion | 7 | | | |||
Lease liability, current portion | 5 | | | |||
Total current liabilities | | | ||||
Non-current liabilities | ||||||
Derivative financial instruments, non-current portion | 15 | | | |||
Borrowings, non-current portion | 7 | | | |||
Lease liability, non-current portion | 5 | | | |||
Other non-current liabilities | | | ||||
Total non-current liabilities | | | ||||
Total equity and liabilities | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of profit or loss
For the three and six months ended June 30, 2020 and 2021
(Amounts expressed in thousands of U.S. Dollars)
For the three months ended | For the six months ended | |||||||||
|
| June 30, |
| June 30, |
| June 30, |
| June 30, | ||
Notes | 2020 | 2021 | 2020 | 2021 | ||||||
Revenues | 9 |
| | |
| |
| | ||
Voyage expenses and commissions |
|
| ( | ( |
| ( |
| ( | ||
Vessel operating and supervision costs |
| 11 |
| ( | ( |
| ( |
| ( | |
Depreciation |
| 4, 5 |
| ( | ( |
| ( |
| ( | |
General and administrative expenses |
| 10 |
| ( | ( |
| ( |
| ( | |
Loss on disposal of non-current assets | ( | — | ( | — | ||||||
Impairment loss on vessels | ( | — | ( | — | ||||||
Profit from operations |
| | |
| |
| | |||
Financial costs |
| 16 |
| ( | ( |
| ( |
| ( | |
Financial income |
|
| | |
| |
| | ||
(Loss)/gain on derivatives |
| 16 |
| ( | ( |
| ( |
| | |
Share of profit of associates |
| 3 |
| | |
| |
| | |
Total other expenses, net |
| ( | ( |
| ( |
| ( | |||
(Loss)/profit for the period |
| ( | |
| ( |
| | |||
Attributable to: |
|
|
| |||||||
Owners of the Group |
| ( | ( |
| ( |
| | |||
Non-controlling interests |
| | |
| |
| | |||
| ( | |
| ( |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of comprehensive income or loss
For the three and six months ended June 30, 2020 and 2021
(Amounts expressed in thousands of U.S. Dollars)
For the three months ended | For the six months ended | |||||||||
| Notes |
| June 30, 2020 |
| June 30, 2021 |
| June 30, 2020 |
| June 30, 2021 | |
(Loss)/profit for the period |
| ( |
| ( |
| |||||
Other comprehensive income/(loss): |
|
|
| |||||||
Items that may be reclassified subsequently to profit or loss: | ||||||||||
Effective portion of changes in fair value of cash flow hedges, net of amounts recycled to profit or loss |
| 15 |
| |
| ( |
| ( | ||
Other comprehensive income/(loss) for the period |
|
| ( |
| ( | |||||
Total comprehensive (loss)/income for the period |
| ( |
| ( |
| |||||
Attributable to: |
| |||||||||
Owners of the Group |
| ( | ( |
| ( |
| ||||
Non-controlling interests |
| |
| |
| |||||
( |
| ( |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of changes in equity
For the six months ended June 30, 2020 and 2021
(Amounts expressed in thousands of U.S. Dollars)
Share | Preference | Attributable | Non - | |||||||||||||||
capital | shares | Contributed | Treasury | Accumulated | to owners of | controlling | ||||||||||||
| (Note 13) |
| (Note 13) |
| surplus |
| Reserves |
| shares |
| Deficit |
| the Group |
| interests |
| Total | |
Balance as of December 31, 2019 | | | | | ( | ( | | | | |||||||||
Proceeds from private placement, net of offering costs | | — | | — | — | — | | ( | | |||||||||
Dividend paid (common and preference shares) |
| — | — | ( | — | — | — | ( | ( | ( | ||||||||
Share-based compensation, net of accrued dividend | — | — | — | | — | — | | — | | |||||||||
Settlement of share-based compensation | — | — | — | ( | | — | ( | — | ( | |||||||||
Treasury shares, net or GasLog Partners’ common units | — | — | — | — | ( | — | ( | ( | ( | |||||||||
(Loss)/profit for the period | — | — | — | — | — | ( | ( | | ( | |||||||||
Other comprehensive loss for the period | — | — | — | ( | — | — | ( | — | ( | |||||||||
Total comprehensive (loss)/income for the period | — | — | — | ( | — | ( | ( | | ( | |||||||||
Balance as of June 30, 2020 | | | |
| |
| ( |
| ( |
| | | | |||||
Balance as of December 31, 2020 | | | | | ( | ( | | | | |||||||||
Net proceeds from GasLog Partners' public offerings | — | — | — | — | — | — | — | | | |||||||||
Dividend paid (common and preference shares) (Note 13) | — | — | ( | — | — | — | ( | ( | ( | |||||||||
Share-based compensation, net of accrued dividend | — | — | — | | — | — | | — | | |||||||||
Settlement of share-based compensation | — | — | — | ( | | — | ( | — | ( | |||||||||
Profit for the period | — | — | — | — | — | | | | | |||||||||
Other comprehensive loss for the period | — | — | — | ( | — | — | ( | — | ( | |||||||||
Total comprehensive (loss)/income for the period | — | — | — | ( | — | | | | | |||||||||
Balance as of June 30, 2021 | | | | | — | ( | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of cash flows
For the six months ended June 30, 2020 and 2021
(Amounts expressed in thousands of U.S. Dollars)
For the six months ended | ||||||
| Note |
| June 30, 2020 |
| June 30, 2021 | |
(restated)(1) | ||||||
Cash flows from operating activities: | ||||||
(Loss)/profit for the period | ( | | ||||
Adjustments for: | ||||||
Depreciation | | | ||||
Impairment loss on vessels | | — | ||||
Loss on disposal of non-current assets | | — | ||||
Share of profit of associates | ( | ( | ||||
Financial income | ( | ( | ||||
Financial costs | | | ||||
Loss/(gain) on derivatives (excluding realized loss on forward foreign exchange contracts held for trading) | 16 | | ( | |||
Share-based compensation | | | ||||
| | |||||
Movements in working capital | ( | | ||||
Net cash provided by operating activities | | | ||||
Cash flows from investing activities: | ||||||
Payments for tangible fixed assets and vessels under construction | ( | ( | ||||
Payments for right-of-use assets | ( | — | ||||
Dividends received from associate | | | ||||
Purchase of short-term investments | — | ( | ||||
Maturity of short-term investments | | — | ||||
Financial income received | | | ||||
Net cash used in investing activities | ( | ( |
F-6
For the six months ended | ||||||
| Note |
| June 30, 2020 |
| June 30, 2021 | |
(restated)(1) | ||||||
Cash flows from financing activities: | ||||||
Proceeds from loans |
| 17 |
| |
| |
Loan and bond repayments |
| 17 |
| ( |
| ( |
Payment for bond repurchase at a premium |
| 17 |
| ( |
| — |
Payment for interest rate swaps termination | 17 | ( | — | |||
Proceeds from entering into interest rate swaps | 17 | | — | |||
Interest paid | ( | ( | ||||
Loan/bond modification costs related to the Transaction (as defined in Note 1) | — | ( | ||||
Payment of cash collaterals for swaps | ( | ( | ||||
Release of cash collaterals for swaps | | | ||||
Payment of loan and bond issuance costs | 17 | ( | ( | |||
Loan issuance costs received |
| 17 |
| — |
| |
Payment of equity raising costs |
|
| ( |
| ( | |
Proceeds from GasLog Partners’ common unit offerings (net of underwriting discounts and commissions) | — | | ||||
Proceeds from private placement | | — | ||||
Dividends paid | ( | ( | ||||
Payment for cross currency swaps’ (“CCS”) termination/modification | 17 | ( | — | |||
Purchase of treasury shares or GasLog Partners’ common units |
|
| ( |
| — | |
Payments for lease liability |
|
| ( |
| ( | |
Net cash provided by/(used in) financing activities |
|
| |
| ( | |
Effects of exchange rate changes on cash and cash equivalents |
|
| ( |
| ( | |
Decrease in cash and cash equivalents |
|
| ( |
| ( | |
Cash and cash equivalents, beginning of the period |
|
| |
| | |
Cash and cash equivalents, end of the period |
|
| |
| | |
Non-cash investing and financing activities |
|
|
| |||
Capital expenditures included in liabilities at the end of the period |
|
| |
| | |
Capital expenditures included in liabilities at the end of the period – Right-of-use assets | | | ||||
Receivable from related parties - Disposal of non-current assets | | — | ||||
Equity raising costs included in liabilities at the end of the period |
|
| |
| | |
Loan issuance costs included in liabilities at the end of the period |
| 17 |
| |
| |
Dividend declared included in liabilities at the end of the period | | — | ||||
Liabilities related to leases at the end of the period |
|
| |
| |
(1) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-7
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the six months ended June 30, 2020 and 2021
(Amounts expressed in thousands of U.S. Dollars, except share and per share data)
1. Organization and Operations
GasLog Ltd. (“GasLog”) was incorporated in Bermuda on July 16, 2003. GasLog and its subsidiaries (the “Group”) are primarily engaged in the ownership, operation and management of vessels in the liquefied natural gas (“LNG”) market, providing maritime services for the transportation of LNG on a worldwide basis and LNG vessel management services. The Group conducts its operations through its vessel-owning subsidiaries and through its vessel management services subsidiary. The Group’s operations are carried out from offices in Piraeus, London and Singapore. The registered office of GasLog is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
On February 21, 2021, GasLog entered into an agreement and plan of merger (the “Merger Agreement”) with BlackRock’s Global Energy & Power Infrastructure Team (collectively, “GEPIF”), pursuant to which GEPIF acquired all of the outstanding common shares of GasLog Ltd. that were not held by certain existing shareholders of GasLog Ltd. for a purchase price of $
Following the consummation of the Transaction on June 9, 2021, the Company, GEPIF, Blenheim Holdings Ltd., Blenheim Special Investments Holding Ltd. and Olympic LNG Investments Ltd. (the “Rolling Shareholders”) entered into a shareholders’ agreement with respect to the governance of the Company (the “Shareholders’ Agreement”). Pursuant to the Shareholders’ Agreement, the board of directors of the Company were reduced to
As of June 30, 2021, GasLog held a
The accompanying unaudited condensed consolidated financial statements include the financial statements of GasLog and its subsidiaries. All subsidiaries included in the unaudited condensed consolidated financial statements are
2. Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Certain information and footnote disclosures required by IFRS for a complete set of annual financial statements have been omitted, and, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Group’s annual consolidated financial statements as of and for the year ended December 31, 2020, filed with the SEC on March 5, 2021.
The critical accounting judgments and key sources of estimation uncertainty were disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2020 and remain unchanged.
The unaudited condensed consolidated financial statements are expressed in U.S. dollars (“USD”), which is the functional currency of all of the subsidiaries in the Group because their vessels operate in international shipping markets in which revenues and expenses are primarily settled in USD, and the Group’s most significant assets and liabilities are paid for and settled in USD.
F-8
The financial statements are prepared on the historical cost basis, except for the revaluation of derivative financial instruments. The same accounting policies and methods of computation have been followed in these unaudited condensed consolidated financial statements as were applied in the preparation of the Group’s financial statements for the year ended December 31, 2020.
Until December 31, 2020, interest paid and movements of cash collaterals for swaps were presented in the consolidated statement of cash flows under cash provided by operating activities. IAS 7 Cash Flow Statement does not dictate how interest cash flows should be classified, but rather allows an entity to determine the classification appropriate to its business. The standard permits entities to present payments for interest under either operating or financing activities, provided that the elected presentation is applied consistently from period to period. In 2021, management, after reviewing the Exposure Draft General Presentation and Disclosures issued by the IASB in December 2019, elected to reclassify interest paid including cash paid for interest rate swaps held for trading and the movements of cash collaterals related to the Group’s swaps under cash used in financing activities, in conformity with the proposal of the Exposure Draft to reduce presentation alternatives and classify interest paid as a cash flow arising from financing activities. Management believes that the revised classification provides more relevant information to users, as it better reflects management’s view of the financing nature of these transactions. Comparative figures have been retrospectively adjusted to reflect this change in policy in the statement of cash flows, as follows:
Six months ended June 30, 2020 | ||||||
| As previously reported |
| Adjustments |
| As restated | |
Net cash provided by operating activities |
| |
| |
| |
Net cash used in investing activities |
| ( |
| — |
| ( |
Net cash provided by financing activities |
| |
| ( |
| |
Effects of exchange rate changes on cash and cash equivalents |
| ( |
| — |
| ( |
Decrease in cash and cash equivalents |
| ( |
| — |
| ( |
On August 5, 2021, GasLog’s board of directors authorized the unaudited condensed consolidated financial statements for issuance.
As of June 30, 2021, GasLog’s current assets totaled $
Management monitors the Company’s liquidity position throughout the year to ensure that it has access to sufficient funds to meet its forecast cash requirements, including newbuilding and debt service commitments, and to monitor compliance with the financial covenants within its loan and bond facilities. Considering the volatile commercial and financial market conditions experienced throughout 2020 due to the COVID-19 pandemic and the continued uncertainty surrounding the long-term impact of the pandemic, management anticipates that our primary sources of funds for at least twelve months from the date of this report will be available cash, cash from operations and existing borrowings. Management believes that these anticipated sources of funds will be sufficient for the Company to meet its liquidity needs and to comply with its banking covenants for at least twelve months from the date of this report and therefore it is appropriate to prepare the financial statements on a going concern basis. In relation to the
Adoption of new and revised IFRS
(a) Standards and interpretations adopted in the current period
In August 2020, the IASB issued the Phase 2 amendments to IFRS 9 Financial Instruments, IFRS 7 Financial Instruments: Disclosures, IFRS 4 and IFRS 16 in connection with the Phase 2 of the interest rate benchmark reform. The amendments address the issues arising from the implementation of the reforms, including the replacement of one benchmark with an alternative one. The amendment is effective for annual periods beginning on or after January 1, 2021. Management anticipates that this amendment will not have a material impact on the Group’s consolidated financial statements.
F-9
(b) Standards and amendments in issue not yet adopted
In January 2020, the IASB issued a narrow-scope amendment to IAS 1 Presentation of Financial Statements, to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (for example, the receipt of a waiver or a breach of covenant). The amendment also defines the “settlement” of a liability as the extinguishment of a liability with cash, other economic resources or an entity’s own equity instruments. The amendment will be effective for annual periods beginning on or after January 1, 2022 and should be applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Earlier application is permitted. Management anticipates that this amendment will not have a material impact on the Group’s financial statements.
3. Investment in Associates
The movements in investment in associates are reported in the following table:
| June 30, 2021 | |
As of January 1, 2021 |
| |
Share of profit of associates |
| |
Dividend declared |
| ( |
As of June 30, 2021 |
|
4. Tangible Fixed Assets and Vessels Under Construction
The movements in tangible fixed assets and vessels under construction are reported in the following table:
Office property | Total | |||||||
and other | tangible fixed | Vessels under | ||||||
| Vessels |
| tangible assets |
| assets |
| construction | |
Cost |
|
|
|
|
|
| ||
As of January 1, 2021 |
| |
| | | | ||
Additions | | | | | ||||
Transfer from vessels under construction | | — | | ( | ||||
Fully amortized fixed assets |
| ( |
| — | ( | — | ||
As of June 30, 2021 |
| |
| | | | ||
Accumulated depreciation | ||||||||
As of January 1, 2021 | | | | — | ||||
Depreciation expense |
| |
| | | — | ||
Fully amortized fixed assets | ( | — | ( | — | ||||
As of June 30, 2021 |
| |
| | | — | ||
Net book value | ||||||||
As of December 31, 2020 |
| |
| | | | ||
As of June 30, 2021 | | | | |
Vessels with an aggregate carrying amount of $
As of June 30, 2021, the Company concluded that there were no events or circumstances triggering the existence of potential impairment or reversal of impairment of its vessels.
F-10
Vessels under construction
As of June 30, 2021, GasLog has the following newbuilding on order at Samsung Heavy Industries Co., Ltd. (“Samsung”):
Cargo Capacity | ||||||
Date of | Estimated | cubic meters | ||||
LNG Carrier |
| agreement |
| delivery |
| (“cbm”) |
Hull No. 2312 |
| December 2018 |
| Q3 2021 |
| |
Vessels under construction represent scheduled advance payments to the shipyards as well as certain capitalized expenditures.
5. Leases
The movements in right-of-use assets are reported in the following table:
Vessels’ | ||||||||||
Right-of-Use Assets |
| Vessel |
| Equipment |
| Properties |
| Other |
| Total |
As of January 1, 2021 |
| |
| |
| |
| |
| |
Additions, net |
| — |
| |
| |
| ( |
| |
Depreciation expense |
| ( |
| ( |
| ( |
| ( |
| ( |
As of June 30, 2021 |
| |
| |
| |
| |
| |
An analysis of the lease liabilities is as follows:
| Lease Liabilities | |
As of January 1, 2021 |
| |
Additions, net |
| |
Lease charge (Note 16) |
| |
Payments |
| ( |
As of June 30, 2021 |
| |
Lease liability, current portion |
| |
Lease liability, non-current portion |
| |
Total |
| |
6. Other Non-Current Assets
Other non-current assets consist of the following:
| December 31, 2020 |
| June 30, 2021 | |
Various guarantees | | |||
Other long-term assets | | |||
Cash collaterals on swaps |
| |
| |
Total |
| |
|
Cash collaterals on swaps represent cash deposited for the Group’s interest rate swaps and CCSs, being the difference between their fair value and an agreed threshold. An amount of $
F-11
7. Borrowings
An analysis of the borrowings is as follows:
| December 31, 2020 |
| June 30, 2021 | |
Amounts due within one year |
| |
| |
Less: unamortized premium |
| — |
| |
Less: unamortized deferred loan/bond issuance costs | ( | ( | ||
Borrowings, current portion |
| |
| |
Amounts due after one year |
| |
| |
Less: unamortized premium |
| |
| — |
Less: unamortized deferred loan/bond issuance costs |
| ( |
| ( |
Borrowings, non-current portion |
| |
| |
Total |
| |
| |
Loans
The main terms of the Group’s loan facilities in existence as of December 31, 2020, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2020. Refer to Note 13 “Borrowings”.
On January 22, 2021, GasLog refinanced through a sale-and-leaseback transaction the GasLog Houston, a
The facility includes customary respective covenants, and among other restrictions the facility includes a fair market value covenant pursuant to which the lender may request additional security under the facility if the aggregate fair market value of the collateral vessel (without taking into account any charter arrangements) were to fall below
During the six months ended June 30, 2021, the Group drew down $
The carrying amount of the Group’s credit facilities recognized in the unaudited condensed consolidated financial statements approximates its fair value after adjusting for the unamortized loan/bond issuance costs.
Bonds
The main terms of the Group’s bonds have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2020. Refer to Note 13 “Borrowings”.
The carrying amount under the Norwegian Kroner (“NOK”) bond maturing in 2024 (the “NOK 2024 Bonds”), net of unamortized financing costs and unamortized premium, as of June 30, 2021 is $
F-12
The carrying amount under the
The Group was in compliance with its financial covenants as of June 30, 2021.
8. Related Party Transactions
The Group had the following balances with related parties which have been included in the unaudited condensed consolidated statements of financial position:
Current Assets
Dividends receivable and other amounts due from related parties
December 31, | June 30, | |||
| 2020 |
| 2021 | |
Dividends receivable from associate (Note 3) |
| |
| |
Other receivables |
| |
| |
Total |
| |
|
Current Liabilities
Amounts due to related parties
December 31, | June 30, | |||
| 2020 |
| 2021 | |
Ship management creditors |
| |
| |
Amounts due to related parties |
| |
|
Ship management creditors’ liability comprises cash collected from Egypt LNG Shipping Ltd. to cover the obligations of its vessel under the Group’s management.
Amounts due to related parties of $
9. Revenues from Contracts with Customers
The Group has recognized the following amounts relating to revenues:
For the three months ended | For the six months ended | |||||||
| June 30, 2020 |
| June 30, 2021 |
| June 30, 2020 |
| June 30, 2021 | |
Revenues from long-term fleet | | | | | ||||
Revenues from spot fleet | | | | | ||||
Revenues from vessel management services |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
Management allocates vessel revenues to
F-13
10. General and Administrative Expenses
An analysis of general and administrative expenses is as follows:
For the three months ended | For the six months ended | |||||||
| June 30, 2020 |
| June 30, 2021 |
| June 30, 2020 |
| June 30, 2021 | |
Employee costs |
| |
| | |
| | |
Share-based compensation |
| |
| | |
| | |
Other expenses |
| |
| | |
| | |
Total |
| |
| | |
| |
Other expenses include legal and professional costs relating to the Transaction of $
GasLog had granted to executives, managers and certain employees of the Group, Restricted Stock Units (“RSUs”), Stock Appreciation Rights or Stock Options (collectively, the “SARs”) and Performance Stock Units (“PSUs”) in accordance with its 2013 Omnibus Incentive Compensation Plan (the “Plan”). The terms of the Plan and the assumptions for the valuation of the RSUs, the SARs and the PSUs have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2020. Refer to Note 22 “Share-Based Compensation”.
Following the consummation of the Transaction, the previously unvested RSUs and PSUs vested; the PSUs vested assuming
11. Vessel Operating and Supervision Costs
An analysis of vessel operating and supervision costs is as follows:
For the three months ended | For the six months ended | |||||||
| June 30, 2020 |
| June 30, 2021 |
| June 30, 2020 |
| June 30, 2021 | |
Crew and vessel management employee costs | | | | | ||||
Technical maintenance expenses |
| |
| |
| |
| |
Other vessel operating expenses |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
12. Other Payables and Accruals
An analysis of other payables and accruals is as follows:
December 31, | June 30, | |||
| 2020 |
| 2021 | |
Unearned revenue |
| |
| |
Accrued off-hire |
| |
| |
Accrued purchases |
| |
| |
Accrued interest |
| |
| |
Other accruals |
| |
| |
Total |
| |
| |
13. Share Capital and Preference Shares
GasLog’s authorized share capital consists of
As of June 30, 2021, the share capital consisted of
F-14
Dividend distributions
GasLog’s dividend distributions for the period ending June 30, 2021, are presented in the following table:
Declaration date |
| Type of shares |
| Dividend per share |
| Payment date |
| Amount paid | ||
February 21, 2021 |
| Common | $ | | March 11, 2021 |
| | |||
March 11, 2021 |
| Preference | $ | March 31, 2021 |
| | ||||
May 5, 2021 |
| Common | $ | |
| May 26, 2021 |
| | ||
May 13, 2021 |
| Preference | $ |
| June 30, 2021 |
| | |||
Total |
|
|
|
|
|
|
| |
14. Commitments and Contingencies
(a) | Commitments relating to the vessel under construction (Note 4) as of June 30, 2021, payable to Samsung were as follows: |
| June 30, 2021 | |
Period | ||
Not later than one year |
| |
Total |
|
(b) | Future gross minimum revenues receivable in relation to non-cancellable time charter agreements for vessels in operation, including a vessel under a lease (Note 5), as of June 30, 2021 are as follows ( |
| June 30, 2021 | |
Period | ||
Not later than one year |
| |
Later than one year and not later than two years |
| |
Later than two years and not later than three years |
| |
Later than three years and not later than four years | | |
Later than four years and not later than five years | | |
Later than five years |
| |
Total |
| |
Future gross minimum lease payments disclosed in the above table exclude the lease payments of the vessel that is under construction as of June 30, 2021 (Note 4).
(c) | In September 2017 (in addition to the |
(d) | In March 2019, GasLog LNG Services entered into an agreement with Samsung in respect of |
Various claims, suits and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, environmental claims, agents and insurers and from claims with suppliers relating to the operations of the Group’s vessels. Currently, management is not aware of any such claims or contingent liabilities requiring disclosure in the unaudited condensed consolidated financial statements.
F-15
15. Derivative Financial Instruments
The fair value of the derivative assets is as follows:
December 31, | June 30, | |||
| 2020 |
| 2021 | |
Derivative assets carried at fair value through profit or loss (FVTPL) |
| |||
Forward foreign exchange contracts | | — | ||
Derivative assets designated and effective as hedging instruments carried at fair value |
|
| ||
Cross-currency swaps |
| | | |
Total |
| |
| |
Derivative financial instruments, current assets |
| |
| |
Derivative financial instruments, non-current assets |
| |
| |
Total |
| |
| |
The fair value of the derivative liabilities is as follows:
December 31, | June 30, | |||
| 2020 |
| 2021 | |
Derivative liabilities carried at fair value through profit or loss (FVTPL) |
|
| ||
Interest rate swaps |
| |
| |
Forward foreign exchange contracts | — | | ||
Total |
| |
| |
Derivative financial instruments, current liability |
| |
| |
Derivative financial instruments, non-current liability |
| |
| |
Total |
| |
| |
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 Group’s exposure to fluctuations in prevailing market interest rates. Under the interest rate swaps, the bank counterparty effects quarterly floating-rate payments to the Group for the notional amount based on the USD LIBOR, and the Group effects quarterly payments to the bank on the notional amounts at the respective fixed rates.
Interest rate swaps held for trading
The principal terms of the Group’s interest rate swaps held for trading as of December 31, 2020, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2020. Refer to Note 26 “Derivative Financial Instruments”. In June 2021, the Group novated to ABN Amro Bank N.V. an interest rate swap with HSBC Bank plc originally maturing in July 2025 with notional amount of $
The Group’s interest rate swaps held for trading were not designated as cash flow hedging instruments. The change in the fair value of the interest rate swaps held for trading for the three and six months ended June 30, 2021 amounted to a net gain of $
Cross currency swap agreements
The principal terms of the Group’s CCSs designated as cash flow hedging instruments as of December 31, 2020, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2020. Refer to Note 26 “Derivative Financial Instruments”. During the six months ended June 30, 2021, the Group did not enter any CCS designated as cash flow hedging instruments.
F-16
For the three and six months ended June 30, 2021, the effective portion of changes in the fair value of CCSs amounting to a gain of $
Forward foreign exchange contracts
The Group uses forward foreign exchange contracts to mitigate foreign exchange transaction exposures in Euros (“EUR”). Under these forward foreign exchange contracts, the bank counterparty will effect fixed payments in 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 as such.
The principal terms of the forward foreign exchange contracts held for trading as of December 31, 2020, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2020. Refer to Note 26 “Derivative Financial Instruments”.
During the six months ended June 30, 2021, the Group entered the following forward foreign exchange contracts which remain unsettled as of June 30, 2021:
Fixed | Total Exchange | ||||||||||||
Number of | Exchange Rate | Amount | |||||||||||
Company |
| Counterparty |
| Trade Date |
| contracts |
| Settlement Dates |
| (USD/EUR) |
| (in thousands) | |
GasLog |
| ABN Amro Bank N.V. |
|
| € | | |||||||
GasLog | OCBC | € | | ||||||||||
GasLog | DNB | € | | ||||||||||
GasLog | Citibank Europe PLC UK | € | | ||||||||||
|
|
|
|
|
|
| Total | € | |
Apart from the abovementioned contracts the Group did not enter any other forward foreign exchange contracts, while
The Group’s forward foreign exchange contracts were not designated as cash flow hedging instruments as of June 30, 2021. The change in the fair value of these contracts for the three and six months ended June 30, 2021, amounted to a net gain of $
F-17
16. Financial Costs and Loss/(gain) on Derivatives
An analysis of financial costs and loss/(gain) on derivatives is as follows:
For the three months ended | For the six months ended | |||||||
| June 30, 2020 |
| June 30, 2021 |
| June 30, 2020 |
| June 30, 2021 | |
Amortization and write-off of deferred loan/bond issuance costs/premium |
| |
| |
| |
| |
Interest expense on loans |
| |
| |
| |
| |
Interest expense on bonds and realized loss on CCS |
| |
| |
| |
| |
Lease charge |
| |
| |
| |
| |
Loss arising on bond repurchase at a premium |
| — | — | | — | |||
Other financial costs, net |
| |
| |
| |
| |
Total financial costs |
| |
| |
| |
| |
Unrealized loss/(gain) on derivative financial instruments held for trading (Note 15) |
| |
| ( |
| |
| ( |
Realized loss on interest rate swaps held for trading |
| |
| |
| |
| |
Realized loss/(gain) on forward foreign exchange contracts held for trading | | ( | | ( | ||||
Ineffective portion of cash flow hedges | | | ( | ( | ||||
Total loss/(gain) on derivatives |
| |
| |
| |
| ( |
Other financial costs, net includes an amount of $
17. Cash Flow Reconciliations
The reconciliation of the Group’s financing activities for the periods ended June 30, 2020, and June 30, 2021, are presented in the tables below:
A reconciliation of borrowings arising from financing activities is as follows:
Other | Deferred | |||||||||||
comprehensive | Non-cash | financing | ||||||||||
| Opening balance |
| Cash flows |
| income |
| items |
| costs, assets |
| Borrowings | |
January 1, 2020 | | — |
| — |
| — |
| — | | |||
Proceeds from loans |
| — |
| |
| — |
| — |
| — |
| |
Loan and bond repayments |
| — |
| ( |
| — |
| ( |
| — |
| ( |
Payment for bond repurchase at a premium | — | ( | — | — | — | ( | ||||||
Additions in deferred loan fees |
| — |
| ( |
| — |
| |
| ( |
| ( |
Amortization and write-off of deferred loan/bond issuance costs/premium (Note 16) |
| — |
| — |
| — |
| |
| — |
| |
Retranslation of the NOK 2024 Bonds in USD |
| — |
| — |
| ( |
| ( |
| — |
| ( |
June 30, 2020 |
| |
| |
| ( |
| ( | ( |
| |
F-18
Other | Deferred | |||||||||||
comprehensive | Non-cash | financing costs, | ||||||||||
| Opening balance |
| Cash flows |
| income |
| items |
| assets |
| Borrowings | |
January 1, 2021 |
| |
| — |
| — |
| — |
| — |
| |
Proceeds from loans |
| — |
| |
| — |
| — |
| — |
| |
Loan and bond repayments |
| — |
| ( |
| — |
| — |
| — |
| ( |
Additions in deferred loan fees |
| — |
| ( |
| — |
| ( |
| ( |
| ( |
Amortization and write-off of deferred loan/bond issuance costs/premium (Note 16) |
| — |
| — |
| — |
| |
| — |
| |
Retranslation of the NOK 2024 Bonds in USD |
| — |
| — |
| ( |
| — |
| — |
| ( |
June 30, 2021 |
| |
| |
| ( |
| |
| ( |
| |
A reconciliation of derivatives arising from financing activities is as follows:
Other | ||||||||||
comprehensive | Net derivative | |||||||||
| Opening balance |
| Cash flows |
| loss |
| Non-cash items |
| liabilities | |
January 1, 2020 | ( | — | — | — | ( | |||||
Unrealized loss on derivative financial instruments held for trading (Note 16) | — | — | — | ( | ( | |||||
Ineffective portion of cash flow hedges (Note 16) |
| — |
| — |
| — |
| |
| |
Payment for interest rate swaps termination | — | | — | — | | |||||
Proceeds from entering into interest rate swaps | — | ( | — | — | ( | |||||
Payment for CCS termination/modification | — | | — | ( | — | |||||
Effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments |
| — |
| — |
| ( |
| — |
| ( |
June 30, 2020 |
| ( |
| |
| ( |
| ( |
| ( |
Other | ||||||||
Opening | comprehensive | Net derivative | ||||||
| balance |
| loss |
| Non-cash items |
| liabilities | |
January 1, 2021 | ( | — | — | ( | ||||
Unrealized gain on derivative financial instruments held for trading (Note 16) |
| — |
| — |
| |
| |
Ineffective portion of cash flow hedges (Note 16) | — | — | | | ||||
Effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments |
| — |
| ( |
| — |
| ( |
June 30, 2021 |
| ( |
| ( |
| |
| ( |
18. Subsequent Events
On August 4, 2021, the board of directors declared a quarterly cash dividend of $
F-19