EX-99.2 3 a18-38282_1ex99d2.htm EX-99.2

Exhibit 99.2

 

Financial Report for the Three and Nine Months Ended September 30, 2018

 

Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

The following is a discussion of our financial condition and results of operations for the three and nine-month periods ended September 30, 2017 and September 30, 2018. Unless otherwise specified herein, references to “GasLog”, the “Company”, the “Group”, “we”, “our” or “us” shall include GasLog Ltd. and its subsidiaries. You should read this section in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. For additional information relating to our management’s discussion and analysis of financial condition and results of operation, please see our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2018. This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. See also discussion in the section entitled “Forward-Looking Statements” below.

 

Forward-Looking Statements

 

All statements in this report that are not statements of historical fact are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that address activities, events or developments that the Company expects, projects, believes or anticipates will or may occur in the future, particularly in relation to our operations, cash flows, financial position, liquidity and cash available for dividends or distributions, plans, strategies, business prospects and changes and trends in our business and the markets in which we operate. We caution that these forward-looking statements represent our estimates and assumptions only as of the date of this press release, about factors that are beyond our ability to control or predict, and are not intended to give any assurance as to future results. Any of these factors or a combination of these factors could materially affect future results of operations and the ultimate accuracy of the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.

 

Factors that might cause future results and outcomes to differ include, but are not limited to, the following:

 

·        general LNG shipping market conditions and trends, including spot and long-term charter rates, ship values, factors affecting supply and demand of LNG and LNG shipping, technological advancements and opportunities for the profitable operations of LNG carriers;

·        fluctuations in spot and long-term charter hire rates and vessel values;

·         changes in our operating expenses, including crew wages, maintenance, dry-docking and insurance costs and bunker prices;

·         number of off-hire days and dry-docking requirements including our ability to complete scheduled dry-dockings on time and within budget;

·         planned capital expenditures and availability of capital resources to fund capital expenditures;

·         our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels no longer under long-term time charter commitments, including the risk that certain of our vessels may no longer have the latest technology at such time, which may impact the rate at which we can charter such vessels;

·         our ability to maintain long term relationships and enter into time charters with new and existing customers;

·        increased exposure to the spot market and fluctuations in spot charter rates;

·        fluctuations in prices for crude oil, petroleum products and natural gas, including LNG;

·        changes in the ownership of our charterers;

·        our customers’ performance of their obligations under our time charters and other contracts;

·        our future operating performance and expenses, financial condition, liquidity and cash available for dividends and distributions;

·        our ability to obtain financing to fund capital expenditures, acquisitions and other corporate activities, funding by banks of their financial commitments, and our ability to meet our restrictive covenants and other obligations under our credit facilities;

·        future, pending or recent acquisitions of or orders for ships or other assets, business strategy, areas of possible expansion and expected capital spending;

·        the time that it may take to construct and deliver newbuildings and the useful lives of our ships;

·        fluctuations in currencies and interest rates;

·        the expected cost of and our ability to comply with environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities, governmental organizations, classification societies and standards imposed by our charterers applicable to our business;

·        risks inherent in ship operation, including the risk of accidents, collisions and the discharge of pollutants;

·        our ability to retain key employees and the availability of skilled labour, ship crews and management;

·        potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists;

·        potential liability from future litigation;

·        any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach; and

·        other risks and uncertainties described in the Company’s Annual Report on Form 20-F filed with the SEC on February 28, 2018 and available at http://www.sec.gov.

 

We undertake no obligation to update or revise any forward-looking statements contained in this report, whether as a result of new information, future events, a change in our views or expectations or otherwise, except as required by applicable law. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

 

The declaration and payment of dividends are at all times subject to the discretion of our board of directors and will depend on, amongst other things, risks and uncertainties described above, restrictions in our credit facilities, the provisions of Bermuda law and such other factors as our board of directors may deem relevant.

 

16


 

Overview

 

We are an international owner, operator and manager of LNG carriers. Our wholly owned fleet as of November 1, 2018 consists of 19 LNG carriers, including 12 ships in operation and seven LNG carriers on order at Samsung Heavy Industries Co., Ltd. (“Samsung”). GasLog is also the general and controlling partner in GasLog Partners LP (“GasLog Partners” or the “Partnership”), a publicly traded master limited partnership, which owns 13 LNG carriers. In addition, GasLog has leased back under a bareboat charter one vessel sold to Lepta Shipping Co. Ltd. (“Lepta Shipping”), a subsidiary of Mitsui Co. Ltd. (“Mitsui”), in February 2016 for a period of up to 20 years. GasLog has the option to repurchase the vessel on pre-agreed terms no earlier than the end of year ten and no later than the end of year 17 of the bareboat charter. We currently manage and operate 26 LNG carriers including 12 of our wholly owned ships in operation, 12 of the 13 ships contributed or sold to the Partnership (the other one is managed by a subsidiary of Royal Dutch Shell plc (“Shell”)), the bareboat vessel and one LNG carrier owned by an entity in which we have a 25% interest. We also supervise the construction of our newbuildings.

 

In 2015, GasLog entered into a pool agreement (the “Pool Agreement”) with Dynagas Ltd. (“Dynagas”) and Golar LNG Ltd. (“Golar”) establishing an LNG carrier pooling arrangement (the “Cool Pool”) to market our and their vessels which were operating in the LNG shipping spot market at the time of entering into the Pool Agreement. The Cool Pool allows the participating owners to optimize the operation of the pool vessels through improved scheduling ability, cost efficiencies and common marketing. The objective of the Cool Pool is to serve the transportation requirements of a rapidly growing LNG shipping market by providing customers with reliable, flexible and innovative solutions to meet their increasingly complex shipping requirements. For the operation of the Cool Pool, a Marshall Islands service company named “The Cool Pool Limited” was incorporated in September 2015 acting as an agent. As of September 30, 2018, the Cool Pool consisted of 16 tri-fuel diesel electric (“TFDE”) LNG carriers in the 155-177,000 cbm size range owned by GasLog and Golar. The Cool Pool charters the vessels for periods of up to one year in duration as agents for the owners, who each remain responsible for the technical and commercial operation of their vessels and performance of the contracts. In June and July 2018, Dynagas removed its three vessels from the Cool Pool.

 

We have a 25% interest in the Methane Nile Eagle, a 2007-built LNG carrier owned by Egypt LNG Shipping Ltd. (“Egypt LNG”) and technically managed by us. It is currently operating under a 20-year time charter to a subsidiary of Shell.

 

We generate revenues by chartering our ships to customers on multi-year charters and spot/short-term charters, and by providing technical ship management services, including crewing, training, maintenance, regulatory and classification compliance and health, safety, security and environmental (“HSSE”) management and reporting through our wholly owned subsidiary GasLog LNG Services Ltd.

 

Recent Developments

 

Additional Vessels and New Charter Agreements

 

On August 20, 2018, GasLog announced the order of two 174,000 cbm LNG carriers (Hull Nos. 2300 and 2301) with low pressure two stroke (“LP-2S”) propulsion and GTT Mark III Flex Plus containment systems from Samsung scheduled to be delivered in late 2020. The vessels will be chartered to Cheniere Energy, Inc. (“Cheniere”) for a firm period of seven years. GasLog has also negotiated with Cheniere an option for the charter of one or two additional newbuild vessels.

 

Sale of the Methane Becki Anne

 

On October 25, 2018, GasLog Partners announced an agreement with GasLog to purchase 100% of the ownership interest in GAS-twenty seven Ltd., the entity that owns the Methane Becki Anne. The vessel is currently on a multi-year time charter with a subsidiary of Shell through March 2024 and Shell has a unilateral option to extend the term of the time charter for a period of either three or five years.

 

The aggregate sale price will be $207.4 million, which includes $1.0 million for positive net working capital balances to be transferred with the entity. GasLog Partners expects to finance the acquisition with cash on hand, plus the assumption of the Methane Becki Anne’s outstanding indebtedness of $93.9 million. The sale is expected to close in November 2018.

 

GasLog Partners’ At-the-Market Common Units Equity Offering Programme (the “ATM Programme”)

 

On May 16, 2017, GasLog Partners commenced an ATM Programme under which the Partnership may, from time to time, raise equity through the issuance and sale of new common units having an aggregate offering value of up to $100.0 million in accordance with the terms of an equity distribution agreement entered into on the same date. Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC agreed to act as sales agents. On November 3, 2017, the size of the ATM Programme was increased to $144.0 million and UBS Securities LLC was included as a sales agent.

 

In the third quarter of 2018, GasLog Partners issued and received payment for an additional 2,293,775 common units at a weighted average price of $23.68 per common unit for total gross proceeds of $54.3 million and net proceeds of $54.0 million. The aforementioned units included 2,093,775 common units which were purchased by funds managed by Tortoise Capital Advisors L.L.C. (“Tortoise”), a leading energy infrastructure investor.

 

In the period from October 1, 2018 through October 29, 2018, GasLog Partners issued and received payment for an additional 259,104 common units at a price of $24.06 per unit for gross and net proceeds of $6.2 million.

 

Since the commencement of the ATM Programme through October 29, 2018, GasLog Partners has issued and received payment for a total of 5,291,304 common units, with cumulative gross proceeds of $123.4 million at a weighted average price of $23.33 per unit. As of October 29, 2018, the cumulative net proceeds were $121.4 million.

 

17


 

Alexandroupolis Project Update

 

The Alexandroupolis Floating Storage Regasification Unit (“FSRU”) project in Northern Greece continued to move forward in the third quarter. In September 2018, Gastrade S.A. (“Gastrade”) issued Invitations for Expression of Interest (“IEOI”) for the supply of the FSRU vessel and the pipeline infrastructure which will connect the FSRU with the Greek natural gas transmission system. Following regulatory approvals, Gastrade launched the first phase of the market test in late October. During this phase interested parties, including DEPA, the Greek state natural gas utility, and Bulgarian Energy Holding (“BEH”), are invited to submit proposals for offtake capacity from the Alexandroupolis project.

 

DEPA and BEH continue to work towards the formalisation of their respective shareholdings in Gastrade.

 

The launch of the FSRU and pipeline tenders by Gastrade, as well as the market test, are, we believe, significant milestones and advance the project towards Final Investment Decision (“FID”), which is targeted for the first half of 2019.

 

Dividend Declarations

 

On September 13, 2018, the board of directors declared a dividend on the Series A Preference Shares of $0.546875 per share, or $2.5 million in aggregate, payable on October 1, 2018 to holders of record as of September 28, 2018. GasLog paid the declared dividend to the transfer agent on September 28, 2018.

 

On October 31, 2018, the board of directors declared a quarterly cash dividend of $0.15 per common share, or $12.1 million in aggregate, payable on November 21, 2018 to shareholders of record as of November 12, 2018.

 

Fleet Update

 

Owned Fleet

 

As of September 30, 2018, our wholly owned fleet consisted of the following vessels:

 

 

 

 

 

 

 

Cargo

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Capacity

 

 

 

 

 

Charter

 

Optional

Vessel Name

 

Built

 

(cbm)

 

Charterer

 

Propulsion

 

Expiration(1)

 

Period(2)

1

 

Methane Lydon Volney

 

2006

 

145,000

 

Shell

 

Steam

 

October 2020

 

2

 

GasLog Savannah

 

2010

 

155,000

 

Spot Market (3)

 

TFDE

 

 

3

 

GasLog Singapore

 

2010

 

155,000

 

Spot Market (3)

 

TFDE

 

 

4

 

GasLog Chelsea

 

2010

 

153,600

 

Spot Market (3)

 

TFDE

 

 

5

 

Methane Becki Anne(7)

 

2010

 

170,000

 

Shell

 

TFDE

 

March 2024

 

2027-2029

6

 

GasLog Skagen(4)

 

2013

 

155,000

 

Spot Market

 

TFDE

 

 

7

 

GasLog Saratoga(4)

 

2014

 

155,000

 

Shell

 

TFDE

 

September 2019

 

8

 

GasLog Salem

 

2015

 

155,000

 

Spot Market (3)

 

TFDE

 

 

9

 

GasLog Glasgow

 

2016

 

174,000

 

Shell

 

TFDE

 

June 2026

 

2031

10

 

GasLog Houston(5)

 

2018

 

174,000

 

New Customer

Shell

 

LP-2S

 

January 2019

May 2028

 

2031-2034

11

 

GasLog Hong Kong

 

2018

 

174,000

 

Total(6)

 

LP-2S

 

December 2025

 

2028

12

 

GasLog Genoa

 

2018

 

174,000

 

Shell

 

LP-2S

 

April 2027

 

2030-2033

 

 

As of September 30, 2018, the Partnership’s fleet consisted of the following vessels:

 

 

 

 

 

 

 

Cargo

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Capacity

 

 

 

 

 

Charter

 

Optional

Vessel Name

 

Built

 

(cbm)

 

Charterer

 

Propulsion

 

Expiration(1)

 

Period(2)

1

 

Methane Rita Andrea

 

2006

 

145,000

 

Shell

 

Steam

 

April 2020

 

2

 

Methane Jane Elizabeth

 

2006

 

145,000

 

Shell

 

Steam

 

October 2019

 

3

 

Methane Jane Elizabeth/
Methane Alison Victoria

 

2006/
2007

 

145,000

 

New Customer

 

Steam

 

November/December 2020(8)

 

2021–2024

 

 

Methane Alison Victoria

 

2007

 

145,000

 

Shell

 

Steam

 

December 2019

 

4

 

Methane Shirley Elisabeth

 

2007

 

145,000

 

Shell

 

Steam

 

June 2020

 

5

 

Methane Heather Sally

 

2007

 

145,000

 

Shell

 

Steam

 

December 2020

 

2023-2025

6

 

GasLog Shanghai

 

2013

 

155,000

 

Spot Market (3)

 

TFDE

 

 

7

 

GasLog Santiago

 

2013

 

155,000

 

New Customer

 

TFDE

 

December 2021/January 2022

 

2022-2028

8

 

GasLog Sydney

 

2013

 

155,000

 

Cheniere(9)

 

TFDE

 

April 2020

 

2020-2021

9

 

GasLog Seattle

 

2013

 

155,000

 

Shell

 

TFDE

 

December 2020

 

2025-2030

10

 

Solaris

 

2014

 

155,000

 

Shell

 

TFDE

 

June 2021

 

2026-2031

11

 

GasLog Greece

 

2016

 

174,000

 

Shell

 

TFDE

 

March 2026

 

2031

12

 

GasLog Geneva

 

2016

 

174,000

 

Shell

 

TFDE

 

September 2023

 

2028-2031

13

 

GasLog Gibraltar

 

2016

 

174,000

 

Shell

 

TFDE

 

October 2023

 

2028-2031

 

18


 

Bareboat Vessel

 

 

 

 

 

 

 

Cargo

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Capacity

 

 

 

 

 

Charter

 

Optional

Vessel Name

 

Built

 

(cbm)

 

Charterer

 

Propulsion

 

Expiration(1)

 

Period(2)

1

 

Methane Julia Louise (10)

 

2010

 

170,000

 

Shell

 

TFDE

 

March 2026

 

2029-2031

 

(1)      Indicates the expiration of the initial term.

(2)      The period shown reflects the expiration of the minimum optional period and the maximum optional period. The charterer of the GasLog Santiago may extend the term of this time charter for a period ranging from one to seven years, provided that the charterer provides us with advance notice of declaration. The charterer of the GasLog Sydney may extend the term of this time charter for a period ranging from six to twelve months, provided that the charterer provides us with advance notice of declaration. The charterers of the GasLog Seattle and the Solaris have unilateral options to extend the term of the time charters for periods ranging from five to ten years, provided that the charterers provide us with advance notices of declaration of any option in accordance with the terms of the applicable charter. The charterers of the Methane Heather Sally, the Methane Becki Anne and the Methane Julia Louise have unilateral options to extend the term of the related time charters for a period of either three or five years at their election, provided that the charterers provide us with advance notice of declaration of any option in accordance with the terms of the applicable charter. The charterer of the GasLog Greece and the GasLog Glasgow has the right to extend the charters for a period of five years at the charterer’s option. The charterer of the GasLog Geneva and the GasLog Gibraltar has the right to extend the charter by two additional periods of five and three years, respectively, provided that the charterer provides us with advance notice of declaration. The charterer of the GasLog Houston and the GasLog Genoa has the right to extend the charter by two additional periods of three years, provided that the charterer provides us with advance notice of declaration. The charterer of the GasLog Hong Kong has the right to extend the charter for a period of three years, provided that the charterer provides us with advance notice of declaration.

(3)      Vessels currently operating in the spot market under the Cool Pool.

(4)      Shell and GasLog have agreed to substitute the GasLog Saratoga for the GasLog Skagen. The substitution took effect subsequent to the end of the GasLog Skagen’s dry-docking in September 2018.

(5)      The vessel is currently on a short-term charter to a major LNG producer and thereafter will trade under her long-term charter party with a subsidiary of Shell, from the beginning of 2019 until May 2028.

(6)      “Total” refers to Total Gas & Power Chartering Limited, a wholly owned subsidiary of Total S.A.;

(7)      On October 25, 2018, GasLog announced an agreement with GasLog Partners to sell 100% of the ownership interest in GAS-twenty seven Ltd., the entity that owns and charters the Methane Becki Anne to Shell. The acquisition is expected to close in November 2018.

(8)      On March 22, 2018, a new charter party agreement was signed with a new customer for either the Methane Jane Elizabeth or the Methane Alison Victoria (as nominated by the Partnership) commencing in either November or December 2019, at the Partnership’s option, until November or December 2020, with the charterer having the option to extend the charter from one to four years.

(9)      The vessel is currently operating in the spot market under a short-term charter and is expected to begin her 18-month charter with Cheniere in December 2018.

(10)  On February 24, 2016, GasLog’s subsidiary, GAS-twenty six Ltd., completed the sale and leaseback of the Methane Julia Louise with Lepta Shipping. Lepta Shipping has the right to on-sell and lease back the vessel. The vessel was sold to Lepta Shipping for a total consideration approximately equivalent to its current book value. GasLog has leased back the vessel under a bareboat charter from Lepta Shipping for a period of up to 20 years. GasLog has the option to re-purchase the vessel on pre-agreed terms no earlier than the end of year ten and no later than the end of year 17 of the bareboat charter. The vessel remains on its eleven-year-charter with MSL, a subsidiary of Shell.

 

Under the omnibus agreement entered into with GasLog Partners and certain of its subsidiaries in connection with the Partnership’s initial public offering, as amended, GasLog Partners has the option to purchase from us: (i) the GasLog Glasgow within 36 months after we notify the Partnership’s board of directors of the vessel’s acceptance by their charterers and (ii) the GasLog Houston within 30 days after we notify the Partnership’s board of directors of the vessel’s commencement of her multi-year charter with Shell. In each case, GasLog Partners’ option to purchase is at fair market value as determined pursuant to the omnibus agreement.

 

GasLog Partners also has a right of first offer from us to purchase any other LNG carriers with cargo capacities greater than 75,000 cbm engaged in ongoing LNG transportation under charters of five full years or more that we own or acquire (the “Five Year Vessels”) either at their acquisition cost plus certain break-up costs (in the case of a newly acquired Five-Year Vessel) or at their fair market value (in the case of a previously owned vessel that becomes a Five-Year Vessel). In addition, five of our seven newbuildings (Hull Nos. 2131, 2213, 2262, 2300 and 2301) will each qualify as a Five-Year Vessel upon commencement of their charters and we will be required to offer to GasLog Partners an opportunity to purchase each vessel at fair market value within 30 days of the commencement of her charter. Generally, GasLog Partners must exercise this right of first offer within 30 days following the notice from us that the vessel has been acquired or has become a Five-Year Vessel.

 

Charter Expirations

 

The GasLog Saratoga, the Methane Jane Elizabeth, the Methane Alison Victoria, the Methane Rita Andrea, the Methane Shirley Elisabeth and the Methane Lydon Volney are due to come off charter in September 2019, October 2019, December 2019, April 2020, June 2020 and October 2020, respectively, each plus or minus 30 days. GasLog Partners has already secured a one-year charter for either Methane Jane Elizabeth or Methane Alison Victoria (as nominated by the Partnership), commencing in either November or December 2019 at the Partnership’s option. In addition, GasLog Partners and GasLog continue to pursue opportunities for new multi-year charters with third parties and, on an interim basis, may consider trading the vessels in the spot market, pursuing the most advantageous redeployment depending on evolving market conditions.

 

Results of Operations

 

Three-month period ended September 30, 2017 compared to the three-month period ended September 30, 2018

 

 

 

For the three months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

Amounts in thousands of U.S. Dollars

 

 

 

 

 

Revenues

 

131,242

 

158,398

 

Net pool allocation

 

2,041

 

3,882

 

Voyage expenses and commissions

 

(3,980

)

(6,828

)

 

19


 

Vessel operating and supervision costs

 

(29,569

)

(31,948

)

Depreciation

 

(34,447

)

(39,341

)

General and administrative expenses

 

(9,988

)

(9,917

)

Profit from operations

 

55,299

 

74,246

 

Financial costs

 

(34,709

)

(43,908

)

Financial income

 

644

 

1,057

 

Gain on derivatives

 

3,137

 

7,368

 

Share of (loss)/profit of associates

 

(143

)

498

 

Total other expenses, net

 

(31,071

)

(34,985

)

Profit for the period

 

24,228

 

39,261

 

Non-controlling interests

 

(18,893

)

(21,047

)

Profit attributable to owners of the Group

 

5,335

 

18,214

 

 

 

During the three-month period ended September 30, 2017, we had an average of 23.0 ships operating in our owned and bareboat fleet (including ships owned by the Partnership) having 2,116 operating days, and an average of 23.0 ships operating under our technical management (including 22.0 of our owned and bareboat ships). During the three-month period ended September 30, 2018, we had an average of 26.0 ships operating in our owned and bareboat fleet (including ships owned by the Partnership) having 2,302 operating days, and an average of 26.0 ships operating under our technical management (including 25.0 of our owned and bareboat ships).

 

Revenues:

 

Revenues increased by 20.7%, or $27.2 million, from $131.2 million during the three-month period ended September 30, 2017 to $158.4 million during the three-month period ended September 30, 2018. The increase is attributable to an increase in revenues of $21.0 million due to the deliveries of the GasLog Houston, the GasLog Hong Kong and the GasLog Genoa (which were delivered on January 8, 2018, March 20, 2018 and March 29, 2018, respectively) in the three-month period ended September 30, 2018, which resulted in an increase in operating days. There was also an increase of $17.8 million in gross revenues from our vessels operating in the spot market under the Cool Pool (before any Net pool allocation which is recorded in a separate Profit and Loss line below) and a further increase of $0.8 million from the remaining fleet. These increases were partially offset by a decrease of $9.0 million due to the expiration of the initial time charters of the GasLog Shanghai, the GasLog Santiago and the GasLog Sydney and a decrease of $3.2 million due to the off-hire days from the scheduled dry-docking of the GasLog Skagen. The average daily hire rate increased from $61,838 for the three-month period ended September 30, 2017 to $68,735 for the three-month period ended September 30, 2018. There was also a decrease of $0.2 million in revenues from technical management services.

 

Net Pool Allocation:

 

Net pool allocation increased by $1.9 million, from $2.0 million during the three-month period ended September 30, 2017 to $3.9 million during the three-month period ended September 30, 2018. The increase was attributable to the movement in the adjustment of the net pool results earned by the GasLog vessels in accordance with the pool distribution formula. GasLog recognized gross revenues and gross voyage expenses and commissions of $25.9 million and $2.1 million, respectively, from the operation of its vessels in the Cool Pool during the quarter ended September 30, 2018 (September 30, 2017: $8.1 million and $2.5 million, respectively). The increase in GasLog’s total net pool performance was driven by higher spot rates and higher utilization achieved by all vessels trading in the Cool Pool. GasLog’s total net pool performance is presented below:

 

 

 

For the three months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

Amounts in thousands of U.S. Dollars

 

 

 

 

 

Pool gross revenues (included in Revenues)

 

8,146

 

25,947

 

Pool gross voyage expenses and commissions (included in Voyage expenses and commissions)

 

(2,480

)

(2,066

)

GasLog’s adjustment for net pool allocation (included in Net pool allocation)

 

2,041

 

3,882

 

GasLog’s total net pool performance

 

7,707

 

27,763

 

 

Voyage Expenses and Commissions:

 

Voyage expenses and commissions increased by $2.8 million, from $4.0 million during the three-month period ended September 30, 2017 to $6.8 million during the three-month period ended September 30, 2018. The increase is due to an increase of $3.1 million in bunkers consumed and voyage expenses during certain unchartered and off-hire periods and an increase of $0.1 million in broker commissions, partially offset by a decrease of $0.4 million in voyage expenses of the vessels operating in the spot market.

 

Vessel Operating and Supervision Costs:

 

Vessel operating and supervision costs increased by 7.8%, or $2.3 million, from $29.6 million during the three-month period ended September 30, 2017 to $31.9 million during the three-month period ended September 30, 2018. The increase was mainly attributable to the deliveries of the GasLog Houston, the GasLog Hong Kong and the GasLog Genoa operating in our fleet for the full third quarter in 2018, partially offset by one-off savings in certain expenses. Daily operating cost per vessel decreased from $14,564 per day for the three-month period ended September 30, 2017 to $13,859 per day for the three-month period ended September 30, 2018.

 

20


 

Depreciation:

 

Depreciation increased by 14.2%, or $4.9 million, from $34.4 million during the three-month period ended September 30, 2017 to $39.3 million during the three-month period ended September 30, 2018. The increase in depreciation resulted mainly from the increase in the average number of vessels in our fleet in the three-month period ended September 30, 2018 compared to the same period in 2017.

 

General and Administrative Expenses:

 

General and administrative expenses marginally decreased by 1.0%, or $0.1 million, from $10.0 million during the three-month period ended September 30, 2017 to $9.9 million during the three-month period ended September 30, 2018.

 

Financial Costs:

 

Financial costs increased by 26.5%, or $9.2 million, from $34.7 million during the three-month period ended September 30, 2017 to $43.9 million during the three-month period ended September 30, 2018. The increase is mainly attributable to an increase of $9.0 million in interest expense on loans and an increase of $0.3 million in amortization of deferred loan fees. During the three-month period ended September 30, 2018, we had an average of $2,930.1 million of outstanding indebtedness, with a weighted average interest rate of 5.0%, while during the three-month period ended September 30, 2017, we had an average of $2,628.5 million of outstanding indebtedness having an aggregate weighted average interest rate of 4.3%. These weighted average interest rates include interest expense on loans and cash flow hedges and interest expense on senior unsecured notes and cross-currency swaps (“CCS”).

 

Gain on Derivatives:

 

Gain on derivatives increased by $4.3 million, from $3.1 million during the three-month period ended September 30, 2017 to $7.4 million during the three-month period ended September 30, 2018. The increase in gain on derivatives is primarily attributable to an increase of $3.8 million in gain from mark-to-market valuation of our derivative financial instruments carried at fair value through profit or loss, which reflected a gain of $7.0 million for the quarter ended September 30, 2018 as compared to a gain of $3.2 million for the quarter ended September 30, 2017, a decrease of $2.5 million in realized loss on interest rate swaps held for trading and an increase of $0.2 million in the ineffective portion of cash flow hedges, which were partially offset by a decrease of $2.2 million in realized gain on forward foreign exchange contracts held for trading.

 

Profit for the Period:

 

Profit for the period increased by $15.1 million, from a profit of $24.2 million for the three-month period ended September 30, 2017 to a profit of $39.3 million for the three-month period ended September 30, 2018, as a result of the aforementioned factors.

 

Profit Attributable to Owners of the Group:

 

Profit attributable to owners of the Group increased by $12.9 million, from $5.3 million for the three-month period ended September 30, 2017 to $18.2 million for the three-month period ended September 30, 2018. The increase in profit attributable to the owners of GasLog resulted mainly from the increase in profit mentioned above, partially offset by the increase of $2.1 million in profit attributable to the non-controlling interests (non-controlling unitholders of GasLog Partners) as a result of issuances under the GasLog Partners’ ATM Programme, the preference unit issuance in January 2018 and the associated sales of the GasLog Geneva, the Solaris and the GasLog Gibraltar on July 3, 2017, October 20, 2017 and April 26, 2018, respectively.

 

Nine-month period ended September 30, 2017 compared to the nine-month period ended September 30, 2018

 

 

 

For the nine months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

Amounts in thousands of U.S. Dollars

 

 

 

 

 

Revenues

 

389,457

 

429,700

 

Net pool allocation

 

3,361

 

19,493

 

Voyage expenses and commissions

 

(10,171

)

(16,743

)

Vessel operating and supervision costs

 

(86,891

)

(98,964

)

Depreciation

 

(102,606

)

(113,683

)

General and administrative expenses

 

(30,213

)

(32,282

)

Profit from operations

 

162,937

 

187,521

 

Financial costs

 

(104,311

)

(122,505

)

Financial income

 

1,779

 

3,367

 

(Loss)/gain on derivatives

 

(6,585

)

26,306

 

Share of profit of associates

 

704

 

1,325

 

Total other expenses, net

 

(108,413

)

(91,507

)

Profit for the period

 

54,524

 

96,014

 

Non-controlling interests

 

(47,952

)

(62,116

)

Profit attributable to owners of the Group

 

6,572

 

33,898

 

 

21


 

During the nine-month period ended September 30, 2017, we had an average of 23.0 ships operating in our owned and bareboat fleet (including ships owned by the Partnership) having 6,267 operating days, and an average of 23.6 ships operating under our technical management (including 22.0 of our owned and bareboat ships). During the nine-month period ended September 30, 2018, we had an average of 25.4 ships operating in our owned and bareboat fleet (including ships owned by the Partnership) having 6,713 operating days, and an average of 25.4 ships operating under our technical management (including 24.4 of our owned and bareboat ships).

 

Revenues:

 

Revenues increased by 10.3%, or $40.2 million, from $389.5 million during the nine-month period ended September 30, 2017 to $429.7 million during the nine-month period ended September 30, 2018. The increase is attributable to an increase in revenues of $42.1 million due to the deliveries of the GasLog Houston, the GasLog Hong Kong and the GasLog Genoa (which were delivered on January 8, 2018, March 20, 2018 and March 29, 2018, respectively) in the nine-month period ended September 30, 2018, which resulted in an increase in operating days. There was also an increase of $20.9 million in gross revenues from our vessels operating in the spot market under the Cool Pool (before any Net pool allocation which is recorded in a separate Profit and Loss line below). These increases were partially offset by a decrease of $12.9 million due to the expiration of the initial time charters of the GasLog Shanghai, the GasLog Santiago and the GasLog Sydney, a decrease of $9.2 million due to the off-hire days from the scheduled dry-dockings of the GasLog Santiago, the GasLog Sydney and the GasLog Skagen, and a further decrease of $0.3 million from the remaining fleet. The average daily hire rate increased from $61,995 for the nine-month period ended September 30, 2017 to $63,928 for the nine-month period ended September 30, 2018. There was also a decrease of $0.4 million in revenues from technical management services.

 

Net Pool Allocation:

 

Net pool allocation increased by $16.1 million, from $3.4 million during the nine-month period ended September 30, 2017 to $19.5 million during the nine-month period ended September 30, 2018. The increase was attributable to the movement in the adjustment of the net pool results earned by the GasLog vessels in accordance with the pool distribution formula. GasLog recognized gross revenues and gross voyage expenses and commissions of $44.4 million and $7.8 million, respectively, from the operation of its vessels in the Cool Pool during the quarter ended September 30, 2018 (September 30, 2017: $23.5 million and $5.5 million, respectively). The increase in GasLog’s total net pool performance was driven by higher spot rates and higher utilization achieved by all vessels trading in the Cool Pool. GasLog’s total net pool performance is presented below:

 

 

 

For the nine months ended

 

 

 

 

 

 

 

 

 

September 30,
2017

 

September 30,
2018

 

Amounts in thousands of U.S. Dollars

 

 

 

 

 

Pool gross revenues (included in Revenues)

 

23,524

 

44,399

 

Pool gross voyage expenses and commissions (included in Voyage expenses and commissions)

 

(5,542

)

(7,769

)

GasLog’s adjustment for net pool allocation (included in Net pool allocation)

 

3,361

 

19,493

 

GasLog’s total net pool performance

 

21,343

 

56,123

 

 

Voyage Expenses and Commissions:

 

Voyage expenses and commissions increased by 63.7%, or $6.5 million, from $10.2 million during the nine-month period ended September 30, 2017 to $16.7 million during the nine-month period ended September 30, 2018. The increase is mainly attributable to an increase of $4.3 million in bunkers consumed and voyage expenses during certain unchartered and off-hire periods, an increase of $1.9 million in voyage expenses of the vessels operating in the spot market and an increase of $0.3 million in broker commissions.

 

Vessel Operating and Supervision Costs:

 

Vessel operating and supervision costs increased by 13.9%, or $12.1 million, from $86.9 million during the nine-month period ended September 30, 2017 to $99.0 million during the nine-month period ended September 30, 2018. The increase is mainly attributable to the deliveries of the GasLog Houston, the GasLog Hong Kong and the GasLog Genoa during the first quarter of 2018, increased scheduled technical maintenance costs related to engine maintenance, intermediate surveys and costs related to performed dry-dockings and an increase due to the unfavorable movement of the United States dollar (“USD”) against the Euro (“EUR”). We have entered into forward foreign exchange contracts to hedge economically part of this exposure and the associated realized gains are recorded in (Loss)/gain on derivatives, which is discussed below. Daily operating cost per vessel increased from $14,424 per day for the nine-month period ended September 30, 2017, to $14,845 per day for the nine-month period ended September 30, 2018.

 

Depreciation:

 

Depreciation increased by 10.8%, or $11.1 million, from $102.6 million during the nine-month period ended September 30, 2017 to $113.7 million during the nine-month period ended September 30, 2018. The increase in depreciation resulted mainly from the increase in the average number of vessels in our fleet in the nine-month period ended September 30, 2018 compared to the same period of 2017.

 

General and Administrative Expenses:

 

General and administrative expenses increased by 7%, or $2.1 million, from $30.2 million during the nine-month period ended September 30, 2017 to $32.3 million during the nine-month period ended September 30, 2018. The increase is mainly attributable to an increase of $2.2 million in employee costs due to the unfavorable movement of the USD against the EUR and the British Pound (we have entered into forward foreign exchange contracts to hedge economically part of this exposure and the associated realized gains are recorded in (Loss)/gain on derivatives, which is discussed below), a net increase of $0.5 million in various other expenses, an increase of $0.4 million in share based compensation and an

 

22


 

increase of $0.3 million in director’s fees, partially offset by a decrease of $1.3 million in legal and professional fees.

 

Financial Costs:

 

Financial costs increased by 17.4%, or $18.2 million, from $104.3 million during the nine-month period ended September 30, 2017 to $122.5 million during the nine-month period ended September 30, 2018. The increase is attributable to an increase of $19.6 million in interest expense on loans, bonds and cash flow hedges and $0.3 million in other financial costs, partially offset by a decrease of $1.5 million in losses arising on bond repurchase and a decrease of $0.3 million in finance lease charges. During the nine-month period ended September 30, 2018, we had an average of $2,882.4 million of outstanding indebtedness, with a weighted average interest rate of 4.7%, while during the nine-month period ended September 30, 2017, we had an average of $2,718.8 million of outstanding indebtedness having an aggregate weighted average interest rate of 4.1%. These weighted average interest rates include interest expense on loans and cash flow hedges and interest expense on senior unsecured notes and CCS.

 

(Loss)/gain on Derivatives:

 

Gain on derivatives increased by $32.9 million, from a loss of $6.6 million during the nine-month period ended September 30, 2017 to a gain of $26.3 million during the nine-month period ended September 30, 2018. The increase in gain is mainly attributable to an increase of $22.2 million in gain from mark-to-market valuation of our derivative financial instruments carried at fair value through profit or loss, which reflected a gain of $24.2 million for the nine-month period ended September 30, 2018, as compared to a gain of $2.0 million for the nine-month period ended September 30, 2017, an increase of $7.2 million in realized gain from interest rate swaps held for trading and a decrease of $4.4 million in recycled loss of cash flow hedges reclassified to profit or loss, which were partially offset by a decrease of $0.6 million in realized gain on forward foreign exchange contracts held for trading and an increase of $0.3 million in the ineffective portion of cash flow hedges.

 

Profit for the Period:

 

Profit for the period increased by $41.5 million, from a profit of $54.5 million for the nine-month period ended September 30, 2017 to a profit of $96.0 million for the nine-month period ended September 30, 2018, as a result of the aforementioned factors.

 

Profit Attributable to Owners of the Group:

 

Profit attributable to owners of the Group increased by $27.3 million, from a profit of $6.6 million for the nine-month period ended September 30, 2017 to a profit of $33.9 million for the nine-month period ended September 30, 2018. The increase in profit attributable to the owners of GasLog resulted mainly from the increase in profit mentioned above, partially offset by the increase of $14.1 million in profit attributable to the non-controlling interests (non-controlling unitholders of GasLog Partners) as a result of issuances under the GasLog Partners’ ATM Programme, the preference unit issuance in May 2017 and January 2018, and the associated sales of the GasLog Greece, the GasLog Geneva, the Solaris and the GasLog Gibraltar on May 3, 2017, July 3, 2017, October 20, 2017 and April 26, 2018, respectively.

 

Customers

 

For the nine-month period ended September 30, 2018, we received 81.8% of our revenues from Shell, 10.3% of our revenues from various charterers in the spot/short-term market, 7.8% of our revenues from major LNG producers and 0.1% of our revenues from Egypt LNG, an entity in which we have a 25% ownership interest. For the nine-month period ended September 30, 2017, we received 93.8% of our revenues from Shell, 6.0% of our revenues from various charterers in the spot/short-term market and 0.2% of our revenues from Egypt LNG.

 

Liquidity and Capital Resources

 

Our primary liquidity needs are to fund our operating and other expenses, to finance the purchase and construction of our newbuildings and conversions, to purchase secondhand vessels, to service our existing debt and to pay dividends. In monitoring our working capital needs, we project our charter hire income and the vessels’ maintenance and running expenses, as well as debt service obligations, and seek to maintain adequate cash reserves in order to address revenue shortfalls or budget overruns, if any.

 

We anticipate that our primary sources of funds will be available cash, cash from operations and borrowings under existing and new debt agreements. We may also seek to raise additional common or other forms of equity, subject in each case to market conditions. We believe that these sources of funds will be sufficient to meet our liquidity needs, although there can be no assurance that we will be able to obtain future debt and equity financing on terms acceptable to us.

 

Our funding and treasury activities are intended to meet our operating and financing requirements while maintaining appropriate liquidity. Cash and cash equivalents are held primarily in U.S. dollars.

 

As of September 30, 2018, GasLog had $293.9 million of cash and cash equivalents, of which $142.3 million was held in time deposits and the remaining balance in current accounts. Moreover, as of September 30, 2018, GasLog had $10.0 million held in time deposits with an initial duration of more than three months but less than a year that have been classified as short-term investments.

 

As of September 30, 2018, GasLog had an aggregate of $2.9 billion of indebtedness outstanding under its credit facilities and bond agreements, of which $182.7 million was repayable within one year, and a $208.0 million finance lease liability related to the sale and leaseback of the Methane Julia Louise, of which $6.6 million was repayable within one year.

 

As of September 30, 2018, there was undrawn available capacity of $100.0 million under the revolving credit facility of the credit agreement of up to $1.1 billion entered into on July 19, 2016 (the “Legacy Facility Refinancing”).

 

As of September 30, 2018, the total remaining balance of the contract prices of the seven LNG carriers on order was $1.2 billion which

 

23


 

GasLog expects to be funded with the $165.8 million undrawn capacity under the financing agreement entered into on October 16, 2015, as well as cash balances, cash from operations, borrowings under new debt agreements and proceeds from the issuance of new equity by GasLog Partners, if any.

 

As of September 30, 2018, GasLog maintains a total interest rate swap notional amount at $1.2 billion after terminations, extensions and the signing of new agreements. GasLog has hedged 47.5% of its expected floating interest rate exposure on its outstanding debt (excluding the finance lease liability) as of September 30, 2018.

 

Our credit facilities are described in Note 13 of our annual audited consolidated financial statements included in our Annual Report on Form 20-F filed with the SEC on February 28, 2018 and Note 7 of our unaudited condensed consolidated financial statements included elsewhere in this report.

 

Working Capital Position

 

As of September 30, 2018, GasLog’s current assets totaled $355.3 million, while current liabilities totaled $303.9 million, resulting in a positive working capital position of $51.4 million.

 

Taking into account generally expected market conditions, we anticipate that available cash and cash flow generated from operations will be sufficient to fund our operations, including our working capital requirements, and to make all other required principal and interest payments on our indebtedness during the next 12 months.

 

Cash Flows

 

Nine-month period ended September 30, 2017 compared to the nine-month period ended September 30, 2018

 

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

 

 

 

For the nine months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

Amounts in thousands of U.S. Dollars

 

 

 

 

 

Net cash provided by operating activities

 

154,796

 

172,617

 

Net cash used in investing activities

 

(84,993

)

(624,631

)

Net cash provided by financing activities

 

60,437

 

361,913

 

 

 

Net Cash Provided by Operating Activities

 

Net cash provided by operating activities increased by $17.8 million, from $154.8 million during the nine-month period ended September 30, 2017 to $172.6 million during the nine-month period ended September 30, 2018. The increase was mainly attributable to an increase of $40.2 million in revenues, an increase of $16.1 million in net pool allocation, a decrease of $7.3 million in realized losses on interest rate swaps held for trading and a net increase of the remaining movements of $0.7 million, partially offset by an increase of $13.1 million in cash paid for interest, an increased cash outflow of $12.7 million caused by movements in working capital accounts, an increase of $12.1 million in vessel operating and supervision costs, an increase of $6.5 million in voyage expenses and commissions and an increase of $2.1 million in general and administrative expenses.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities increased by $539.6 million, from $85.0 million in the nine-month period ended September 30, 2017 to $624.6 million in the nine-month period ended September 30, 2018. The increase is mainly attributable to an increase of $549.0 million in payments for the construction costs of newbuildings and other fixed assets and a net increase of $5.8 million in short-term investments. The above movements were partially offset by an increase of $1.6 million in financial income received and because no payments were made to Gastrade in the nine-month period ended September 30, 2018 ($14.0 million in the nine-month period ended September 30, 2017).

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities increased by $301.5 million, from $60.4 million in the nine-month period ended September 30, 2017 to $361.9 million in the nine-month period ended September 30, 2018. The increase is mainly attributable to an increase of $218.2 million in proceeds from our borrowings, a decrease of $191.2 million in bank loan and bond repayments and a decrease of $20.6 million from payments for CCS termination. The above movements were partially offset by a decrease of $78.1 million in GasLog Partners’ common unit offerings, a decrease of $27.7 million in proceeds from the issuance of the Partnership’s Series B Preference Units as compared to the Partnership’s Series A Preference Units, an increase of $19.5 million in dividend payments and an increase of $3.7 million in payments for finance lease liabilities.

 

24


 

Contracted Charter Revenues and Days from Time Charters

 

The following table summarizes GasLog’s (including the vessels contributed or sold to GasLog Partners) contracted charter revenues and vessel utilization as of September 30, 2018.

 

 

 

Contracted Charter Revenues and Days from Time Charters

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

On and
after
October 1,

 

For the years ending December 31,

 

 

 

2018

 

2019

 

2020

 

2021

 

2022

 

2023-2029

 

Total

 

 

 

(in millions of U.S. dollars, except days and percentages)

 

Contracted time charter revenues(1)

 

129.8

 

548.0

 

475.0

 

424.3

 

401.7

 

1,400.4

 

3,379.2

 

Total contracted days(1)

 

1,767

 

7,421

 

6,463

 

5,536

 

5,110

 

18,018

 

44,315

 

Total available days(2)

 

2,362

 

9,874

 

10,697

 

11,865

 

12,045

 

83,031

 

129,874

 

Total unfixed days(3)

 

595

 

2,453

 

4,234

 

6,329

 

6,935

 

65,013

 

85,559

 

Percentage of total contracted days/total available days

 

74.8

%

75.2

%

60.4

%

46.7

%

42.4

%

21.7

%

34.1

%

 


 

(1)      Reflects time charter revenues and contracted days for seven of our currently wholly owned ships, 12 of the 13 ships currently owned by the Partnership, the bareboat vessel and five of our seven newbuildings on order for which we have secured time charters. Does not include charter revenues for the vessels operating in the spot/short-term market under the Cool Pool agreement and the Methane Nile Eagle, in which we hold a 25% minority interest. Contracted revenue calculations assume: (a) 365 revenue days per annum, with 30 off-hire days when the ship undergoes scheduled dry-docking (every five years); (b) all LNG carriers on order are delivered on schedule; and (c) no exercise of any option to extend the terms of charters. Revenue calculations for such charters include an estimate of the amount of the operating cost component and the management fee component.

 

(2)      Available days represent total calendar days after deducting 30 off-hire days when the ship undergoes scheduled dry-docking. The available days for the vessels operating in the spot/short-term market are included.

 

(3)      Represents available days for ships after the expiration of existing charters (assuming charterers do not exercise any option to extend the terms of charters) and the available days for the vessels operating in the spot/short-term market.

 

Other than the assumptions reflected in the footnotes to the table, including our assumption that our newbuildings are delivered on schedule, the table does not reflect events occurring after September 30, 2018. The table reflects only our contracted charter revenues for the ships in our owned fleet and bareboat fleet for which we have secured time charters and it does not reflect the costs or expenses we will incur in fulfilling our obligations under the charters, nor does it include other revenues we may earn, such as revenues for technical management of customer-owned ships. In particular, the table does not reflect any revenues from the six vessels that are operating in the Cool Pool, any additional ships we may acquire in the future, nor does it reflect the options under our time charters that permit our charterers to extend the time charter terms for successive multi-year periods. The entry into time charter contracts for the six vessels that are operating in the Cool Pool and any additional ships we may acquire, or the exercise of options extending the terms of our existing charters, would result in an increase in the number of contracted days and the contracted revenue for our fleet in the future. Although the contracted charter revenues are based on contracted charter hire rate provisions, they reflect certain assumptions, including assumptions relating to the service elements of revenues. We consider the assumptions to be reasonable as of the date of this report, but if these assumptions prove to be incorrect, our actual time charter revenues could differ from those reflected in the table. Furthermore, any contract is subject to various risks, including performance by the counterparties or an early termination of the contract pursuant to its terms. If the charterers are unable or unwilling to make charter payments to us, or if we agree to renegotiate charter terms at the request of a charterer or if contracts are prematurely terminated for any reason, we would be exposed to prevailing market conditions at the time and our results of operations and financial condition may be materially adversely affected. Please see the disclosure under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on February 28, 2018. For these reasons, the contracted charter revenue information presented above is not fact and should not be relied upon as being necessarily indicative of future results and readers are cautioned not to place undue reliance on this information. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the information presented in the table, nor have they expressed any opinion or any other form of assurance on such information or its achievability and assume no responsibility for, and disclaim any association with, the information in the table.

 

Significant Accounting Policies

 

For a description of all of our significant accounting policies, see Note 2 of our annual audited consolidated financial statements included in our Annual Report on Form 20-F filed on February 28, 2018 and Note 2 of our unaudited condensed consolidated financial statements included elsewhere in this report.

 

25


 

GASLOG LTD.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Page

 

 

Unaudited condensed consolidated statements of financial position as of December 31, 2017 and September 30, 2018

F-2

Unaudited condensed consolidated statements of profit or loss for the three and nine months ended September 30, 2017 and 2018

F-3

Unaudited condensed consolidated statements of comprehensive income or loss for the three and nine months ended September 30, 2017 and 2018

F-4

Unaudited condensed consolidated statements of changes in equity for the nine months ended September 30, 2017 and 2018

F-5

Unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2017 and 2018

F-6

Notes to the unaudited condensed consolidated financial statements

F-7

 

F-1


 

GasLog Ltd. and its Subsidiaries

 

Unaudited condensed consolidated statements of financial position

As of December 31, 2017 and September 30, 2018

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

 

 

 

Note

 

December 31, 2017

 

September 30, 2018

 

Assets

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Goodwill

 

 

 

9,511

 

9,511

 

Investment in associates

 

4

 

20,800

 

21,123

 

Deferred financing costs

 

 

 

17,519

 

4,324

 

Other non-current assets

 

 

 

428

 

1,812

 

Derivative financial instruments

 

14

 

16,012

 

35,403

 

Tangible fixed assets

 

5

 

3,772,566

 

4,353,523

 

Vessels under construction

 

5

 

166,655

 

111,534

 

Vessel held under finance lease

 

5

 

214,329

 

208,699

 

Total non-current assets

 

 

 

4,217,820

 

4,745,929

 

Current assets

 

 

 

 

 

 

 

Trade and other receivables

 

 

 

10,706

 

17,068

 

Dividends receivable and other amounts due from related parties

 

8

 

8,666

 

14,191

 

Derivative financial instruments

 

14

 

2,199

 

8,478

 

Inventories

 

 

 

6,839

 

7,159

 

Prepayments and other current assets

 

 

 

4,569

 

4,593

 

Short-term investments

 

 

 

 

10,000

 

Cash and cash equivalents

 

 

 

384,092

 

293,854

 

Total current assets

 

 

 

417,071

 

355,343

 

Total assets

 

 

 

4,634,891

 

5,101,272

 

Equity and liabilities

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Preference shares

 

12

 

46

 

46

 

Share capital

 

12

 

810

 

810

 

Contributed surplus

 

12

 

911,766

 

883,314

 

Reserves

 

 

 

18,347

 

20,134

 

Treasury shares

 

12

 

(6,960

)

(4,424

)

(Accumulated deficit)/ retained earnings

 

 

 

(5,980

)

13,470

 

Equity attributable to owners of the Group

 

 

 

918,029

 

913,350

 

Non-controlling interests

 

 

 

845,105

 

1,007,686

 

Total equity

 

 

 

1,763,134

 

1,921,036

 

Current liabilities

 

 

 

 

 

 

 

Trade accounts payable

 

 

 

11,526

 

12,841

 

Ship management creditors

 

 

 

2,394

 

1,840

 

Amounts due to related parties

 

8

 

35

 

69

 

Derivative financial instruments

 

14

 

1,815

 

1,315

 

Other payables and accruals

 

11

 

93,418

 

98,567

 

Borrowings, current portion

 

7

 

179,367

 

182,709

 

Finance lease liability, current portion

 

6

 

6,302

 

6,579

 

Total current liabilities

 

 

 

294,857

 

303,920

 

Non-current liabilities

 

 

 

 

 

 

 

Borrowings, non-current portion

 

7

 

2,368,189

 

2,673,414

 

Finance lease liability, non-current portion

 

6

 

207,126

 

201,402

 

Other non-current liabilities

 

 

 

1,585

 

1,500

 

Total non-current liabilities

 

 

 

2,576,900

 

2,876,316

 

Total equity and liabilities

 

 

 

4,634,891

 

5,101,272

 

 

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 nine months ended September 30, 2017 and 2018

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

 

 

 

 

 

For the three months ended

 

For the nine months ended

 

 

 

Note

 

September 30,
2017

 

September 30,
2018

 

September 30,
2017

 

September 30,
2018

 

Revenues 

 

9

 

131,242

 

158,398

 

389,457

 

429,700

 

Net pool allocation

 

 

 

2,041

 

3,882

 

3,361

 

19,493

 

Voyage expenses and commissions

 

 

 

(3,980

)

(6,828

)

(10,171

)

(16,743

)

Vessel operating and supervision costs 

 

 

 

(29,569

)

(31,948

)

(86,891

)

(98,964

)

Depreciation 

 

5

 

(34,447

)

(39,341

)

(102,606

)

(113,683

)

General and administrative expenses 

 

10

 

(9,988

)

(9,917

)

(30,213

)

(32,282

)

Profit from operations 

 

 

 

55,299

 

74,246

 

162,937

 

187,521

 

Financial costs 

 

15

 

(34,709

)

(43,908

)

(104,311

)

(122,505

)

Financial income 

 

 

 

644

 

1,057

 

1,779

 

3,367

 

Gain/(loss) on derivatives

 

15

 

3,137

 

7,368

 

(6,585

)

26,306

 

Share of (loss)/profit of associates 

 

4

 

(143

)

498

 

704

 

1,325

 

Total other expenses, net 

 

 

 

(31,071

)

(34,985

)

(108,413

)

(91,507

)

Profit for the period 

 

 

 

24,228

 

39,261

 

54,524

 

96,014

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

Owners of the Group

 

 

 

5,335

 

18,214

 

6,572

 

33,898

 

Non-controlling interests

 

 

 

18,893

 

21,047

 

47,952

 

62,116

 

  

 

 

 

24,228

 

39,261

 

54,524

 

96,014

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings/(loss) per share – basic

 

18

 

0.03

 

0.19

 

(0.01

)

0.33

 

Earnings/(loss) per share – diluted  

 

18

 

0.03

 

0.19

 

(0.01

)

0.32

 

 

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 nine months ended September 30, 2017 and 2018

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

 

 

 

 

 

For the three months ended

 

For the nine months ended

 

 

 

Note

 

September 30, 2017

 

September 30, 2018

 

September 30, 2017

 

September 30, 2018

 

Profit for the period 

 

 

 

24,228

 

39,261

 

54,524

 

96,014

 

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 

 

14

 

1,441

 

77

 

2,160

 

1,287

 

Recycled loss of cash flow hedges reclassified to profit or loss  

 

 

 

 

 

4,368

 

 

Other comprehensive income for the period 

 

 

 

1,441

 

77

 

6,528

 

1,287

 

Total comprehensive income for the period 

 

 

 

25,669

 

39,338

 

61,052

 

97,301

 

Attributable to: 

 

 

 

 

 

 

 

 

 

 

 

Owners of the Group

 

 

 

6,776

 

18,291

 

13,100

 

35,185

 

Non-controlling interests 

 

 

 

18,893

 

21,047

 

47,952

 

62,116

 

 

 

 

 

25,669

 

39,338

 

61,052

 

97,301

 

 

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 nine months ended September 30, 2017 and 2018

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

 

 

 

Share
capital

(Note 12)

 

Preference
shares
(Note 12)

 

Contributed
surplus
(Note 12)

 

Reserves

 

Treasury
shares

(Note 12)

 

(Accumulated
deficit)/
retained
earnings

 

Attributable
to owners of
the Group

 

Non -
controlling
interests

 

Total

 

Balance as of January 1, 2017

 

810

 

46

 

966,974

 

10,160

 

(10,861

)

(21,486

)

945,643

 

564,039

 

1,509,682

 

Net proceeds from GasLog Partners’ public offerings

 

 

 

 

 

 

 

 

269,708

 

269,708

 

Dividend declared (common and preference shares)

 

 

 

(41,401

)

 

 

 

(41,401

)

(46,844

)

(88,245

)

Share-based compensation, net of accrued dividend

 

 

 

 

3,149

 

 

 

3,149

 

 

3,149

 

Settlement of share-based compensation

 

 

 

 

(2,061

)

2,212

 

 

151

 

 

151

 

Profit for the period

 

 

 

 

 

 

6,572

 

6,572

 

47,952

 

54,524

 

Other comprehensive income for the period

 

 

 

 

6,528

 

 

 

6,528

 

 

6,528

 

Total comprehensive income for the period

 

 

 

 

6,528

 

 

6,572

 

13,100

 

47,952

 

61,052

 

Balance as of September 30, 2017

 

810

 

46

 

925,573

 

17,776

 

(8,649

)

(14,914

)

920,642

 

834,855

 

1,755,497

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2017

 

810

 

46

 

911,766

 

18,347

 

(6,960

)

(5,980

)

918,029

 

845,105

 

1,763,134

 

Opening adjustment(1)

 

 

 

 

(436

)

 

190

 

(246

)

 

(246

)

Balance as of January 1, 2018

 

810

 

46

 

911,766

 

17,911

 

(6,960

)

(5,790

)

917,783

 

845,105

 

1,762,888

 

Net proceeds from GasLog Partners’ public offerings (Note 3)

 

 

 

 

 

 

 

 

165,151

 

165,151

 

Dividend declared (common and preference shares) (Notes 3 and 12)

 

 

 

(28,452

)

 

 

(14,638

)

(43,090

)

(64,686

)

(107,776

)

Share-based compensation, net of accrued dividend (Note 17)

 

 

 

 

3,431

 

 

 

3,431

 

 

3,431

 

Settlement of share-based compensation

 

 

 

 

(2,495

)

2,598

 

 

103

 

 

103

 

Treasury shares, net

 

 

 

 

 

(62

)

 

(62

)

 

(62

)

Profit for the period

 

 

 

 

 

 

33,898

 

33,898

 

62,116

 

96,014

 

Other comprehensive income for the period

 

 

 

 

1,287

 

 

 

1,287

 

 

1,287

 

Total comprehensive income for the period

 

 

 

 

1,287

 

 

33,898

 

35,185

 

62,116

 

97,301

 

Balance as of September 30, 2018

 

810

 

46

 

883,314

 

20,134

 

(4,424

)

13,470

 

913,350

 

1,007,686

 

1,921,036

 

 

 

(1)

Adjusted so as to reflect certain amendments introduced due to the adoption of IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments, which became effective on January 1, 2018 (Note 2).

 

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 nine months ended September 30, 2017 and 2018

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

 

 

 

For the nine months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

Cash flows from operating activities:

 

 

 

 

 

Profit for the period

 

54,524

 

96,014

 

Adjustments for:

 

 

 

 

 

Depreciation

 

102,606

 

113,683

 

Share of profit of associates

 

(704

)

(1,325

)

Financial income

 

(1,779

)

(3,367

)

Financial costs

 

104,311

 

122,505

 

Unrealized foreign exchange (gain)/loss on cash and cash equivalents

 

(761

)

137

 

Unrealized gain on derivative financial instruments held for trading, including ineffective portion of cash flow hedges (Note 15)

 

(2,034

)

(23,878

)

Recycled loss of cash flow hedges reclassified to profit or loss

 

4,368

 

 

Share-based compensation (Note 17)

 

3,492

 

3,865

 

 

 

264,023

 

307,634

 

Movements in working capital

 

(5,523

)

(18,246

)

Cash provided by operations

 

258,500

 

289,388

 

Interest paid

 

(103,704

)

(116,771

)

Net cash provided by operating activities

 

154,796

 

172,617

 

Cash flows from investing activities:

 

 

 

 

 

Payments for tangible fixed assets, vessels under construction and vessel held under finance lease

 

(69,567

)

(618,601

)

Dividends received from associate

 

1,230

 

869

 

Return of contributed capital from associate

 

59

 

 

Other investments

 

(14,125

)

(136

)

Purchase of short-term investments

 

(37,244

)

(46,000

)

Maturity of short-term investments

 

33,000

 

36,000

 

Financial income received

 

1,654

 

3,237

 

Net cash used in investing activities

 

(84,993

)

(624,631

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from bank loans and bonds

 

280,000

 

498,225

 

Bank loans and bonds repayments

 

(371,987

)

(180,792

)

Payment of loan issuance costs

 

(6,245

)

(7,363

)

Proceeds from GasLog Partners’ public common unit offerings (net of underwriting discounts and commissions)

 

132,410

 

54,338

 

Proceeds from GasLog Partners’ preference unit offering (net of underwriting discounts and commissions)

 

139,222

 

111,544

 

Payment of equity raising costs

 

(1,216

)

(929

)

Payment for NOK bond repurchase at a premium

 

(1,459

)

 

Payment for cross currency swaps’ termination

 

(20,603

)

 

Purchase of treasury shares

 

 

(62

)

Proceeds from stock options’ exercise

 

341

 

175

 

Dividends paid

 

(88,245

)

(107,776

)

Payments for finance lease liability

 

(1,781

)

(5,447

)

Net cash provided by financing activities

 

60,437

 

361,913

 

Effects of exchange rate changes on cash and cash equivalents

 

761

 

(137

)

Increase/(decrease) in cash and cash equivalents

 

131,001

 

(90,238

)

Cash and cash equivalents, beginning of the period

 

227,024

 

384,092

 

Cash and cash equivalents, end of the period

 

358,025

 

293,854

 

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

Capital expenditures – net payable at the end of the period

 

4,557

 

19,954

 

Equity raising costs included in liabilities at the end of the period

 

713

 

166

 

Loan issuance costs included in liabilities at the end of the period

 

776

 

224

 

 

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

 

F-6


 

GasLog Ltd. and its Subsidiaries

 

Notes to the unaudited condensed consolidated financial statements

For the nine months ended September 30, 2017 and 2018

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

 

1. Organization and Operations

 

GasLog Ltd. (“GasLog”) was incorporated in Bermuda on July 16, 2003. GasLog and its subsidiaries (the “Group”) are primarily engaged in the ownership, operation and management of vessels in the liquefied natural gas (“LNG”) market, providing maritime services for the transportation of LNG on a worldwide basis and LNG vessel management services. The Group conducts its operations through its vessel-owning subsidiaries and through its vessel management services subsidiary. The Group’s operations are carried out from offices in Piraeus, London, New York, Singapore and Monaco. The registered office of GasLog is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. GasLog’s chairman, Peter G. Livanos, is GasLog’s largest shareholder through his ownership of Ceres Shipping Ltd. (“Ceres Shipping”), which controls Blenheim Holdings Ltd. As of September 30, 2018, entities controlled by members of the Livanos family, including GasLog’s chairman, are deemed to beneficially own approximately 40.1% of GasLog’s issued and outstanding common shares. As a result of his ownership of GasLog’s common shares, Mr. Livanos can effectively control the outcome of most matters on which GasLog’s shareholders are entitled to vote.

 

As of September 30, 2018, GasLog held a 27.7% interest (including the 2% interest through general partner units) in GasLog Partners LP (“GasLog Partners” or the “Partnership”) and, as a result of its ownership of the general partner, and the fact that the general partner elects the majority of the Partnership’s directors in accordance with the Partnership Agreement, GasLog has the ability to control the Partnership’s affairs and policies. Consequently, GasLog Partners is consolidated in the Group’s financial statements.

 

The accompanying unaudited condensed consolidated financial statements include the financial statements of GasLog and its subsidiaries. Unless indicated otherwise, the subsidiaries listed below are 100% held (either directly or indirectly) by GasLog. As of September 30, 2018, the Group’s structure is as follows:

 

 

 

Place of

 

Date of

 

 

 

Cargo
capacity

 

 

 

 

Name

 

incorporation

 

incorporation

 

Principal activities

 

(cbm)

 

Vessel

 

Delivery date

Subsidiaries:

 

 

 

 

 

 

 

 

 

 

 

 

GasLog Investments Ltd.

 

BVI

 

July 2003

 

Holding company

 

 

 

GasLog Carriers Ltd. (“GasLog Carriers”)

 

Bermuda

 

February 2008

 

Holding company

 

 

 

GasLog Shipping Company Ltd.

 

Bermuda

 

January 2006

 

Holding company

 

 

 

GasLog Partners GP LLC

 

Marshall Islands

 

January 2014

 

Holding company

 

 

 

GasLog Cyprus Investments Ltd.

 

Cyprus

 

December 2016

 

Holding company

 

 

 

GasLog Services UK Ltd.

 

England and Wales

 

May 2014

 

Service company

 

 

 

GasLog Services US Inc.

 

Delaware

 

May 2014

 

Service company

 

 

 

GasLog Asia Pte Ltd.

 

Singapore

 

May 2015

 

Service company

 

 

 

GasLog LNG Services Ltd.

 

Bermuda

 

August 2004

 

Vessel management services

 

 

 

GasLog Monaco S.A.M.

 

Monaco

 

February 2010

 

Service company

 

 

 

GAS-one Ltd.

 

Bermuda

 

February 2008

 

Vessel-owning company

 

155,000

 

GasLog Savannah

 

May 2010

GAS-two Ltd.

 

Bermuda

 

February 2008

 

Vessel-owning company

 

155,000

 

GasLog Singapore

 

July 2010

GAS-six Ltd.

 

Bermuda

 

February 2011

 

Vessel-owning company

 

155,000

 

GasLog Skagen

 

July 2013

GAS-nine Ltd.

 

Bermuda

 

June 2011

 

Vessel-owning company

 

155,000

 

GasLog Saratoga

 

December 2014

GAS-ten Ltd.

 

Bermuda

 

June 2011

 

Vessel-owning company

 

155,000

 

GasLog Salem

 

April 2015

GAS-twelve Ltd.

 

Bermuda

 

December 2012

 

Vessel-owning company

 

174,000

 

GasLog Glasgow

 

June 2016

GAS-fifteen Ltd.

 

Bermuda

 

August 2013

 

Vessel-owning company

 

153,600

 

GasLog Chelsea

 

October 2013

GAS-eighteen Ltd.

 

Bermuda

 

January 2014

 

Vessel-owning company

 

145,000

 

Methane Lydon Volney

 

April 2014

GAS-twenty two Ltd.

 

Bermuda

 

May 2014

 

Vessel-owning company

 

174,000

 

GasLog Genoa

 

March 2018

GAS-twenty three Ltd.

 

Bermuda

 

May 2014

 

Vessel-owning company

 

174,000

 

Hull No. 2131

 

Q1 2019(1)

GAS-twenty four Ltd.

 

Bermuda

 

June 2014

 

Vessel-owning company

 

174,000

 

GasLog Houston

 

January 2018

GAS-twenty five Ltd.

 

Bermuda

 

June 2014

 

Vessel-owning company

 

174,000

 

GasLog Hong Kong

 

March 2018

GAS-twenty six Ltd.

 

Bermuda

 

January 2015

 

Finance lease asset company (2)

 

170,000

 

Methane Julia Louise

 

March 2015

GAS-twenty seven Ltd.

 

Bermuda

 

January 2015

 

Vessel-owning company

 

170,000

 

Methane Becki Anne

 

March 2015

GAS-twenty eight Ltd.

 

Bermuda

 

September 2016

 

Vessel-owning company

 

180,000

 

Hull No. 2213(4)

 

Q2 2020(1)

GAS-twenty nine Ltd.

 

Bermuda

 

September 2016

 

Vessel-owning company

 

180,000

 

Hull No. 2212

 

Q3 2019(1)

GAS-thirty Ltd.

 

Bermuda

 

December 2017

 

Vessel-owning company

 

180,000

 

Hull No. 2262

 

Q3 2020(1)

GAS-thirty one Ltd.

 

Bermuda

 

December 2017

 

Vessel-owning company

 

180,000

 

Hull No. 2274

 

Q2 2020(1)

GAS-thirty two Ltd.

 

Bermuda

 

December 2017

 

Vessel-owning company

 

174,000

 

Hull No. 2300

 

Q4 2020(1)

GAS-thirty three Ltd.

 

Bermuda

 

May 2018

 

Vessel-owning company

 

174,000

 

Hull No. 2301

 

Q4 2020(1)

GAS-thirty four Ltd.

 

Bermuda

 

May 2018

 

Dormant

 

 

 

GasLog Shipping Limited

 

BVI

 

July 2003

 

Dormant

 

 

 

27.7% interest subsidiaries:

 

 

 

 

 

 

 

 

 

 

 

 

GasLog Partners LP

 

Marshall Islands

 

January 2014

 

Holding company

 

 

 

GasLog Partners Holdings LLC

 

Marshall Islands

 

April 2014

 

Holding company

 

 

 

GAS-three Ltd.

 

Bermuda

 

April 2010

 

Vessel-owning company

 

155,000

 

GasLog Shanghai

 

January 2013

GAS-four Ltd.

 

Bermuda

 

April 2010

 

Vessel-owning company

 

155,000

 

GasLog Santiago

 

March 2013

GAS-five Ltd.

 

Bermuda

 

February 2011

 

Vessel-owning company

 

155,000

 

GasLog Sydney

 

May 2013

GAS-seven Ltd.

 

Bermuda

 

March 2011

 

Vessel-owning company

 

155,000

 

GasLog Seattle

 

December 2013

 

F-7


 

GAS-eight Ltd.

 

Bermuda

 

March 2011

 

Vessel-owning company

 

155,000

 

Solaris

 

June 2014

GAS-eleven Ltd.

 

Bermuda

 

December 2012

 

Vessel-owning company

 

174,000

 

GasLog Greece

 

March 2016

GAS-thirteen Ltd.

 

Bermuda

 

July 2013

 

Vessel-owning company

 

174,000

 

GasLog Geneva

 

September 2016

GAS-fourteen Ltd.

 

Bermuda

 

July 2013

 

Vessel-owning company

 

174,000

 

GasLog Gibraltar

 

October 2016

GAS-sixteen Ltd.

 

Bermuda

 

January 2014

 

Vessel-owning company

 

145,000

 

Methane Rita Andrea

 

April 2014

GAS-seventeen Ltd.

 

Bermuda

 

January 2014

 

Vessel-owning company

 

145,000

 

Methane Jane Elizabeth

 

April 2014

GAS-nineteen Ltd.

 

Bermuda

 

April 2014

 

Vessel-owning company

 

145,000

 

Methane Alison Victoria

 

June 2014

GAS-twenty Ltd.

 

Bermuda

 

April 2014

 

Vessel-owning company

 

145,000

 

Methane Shirley Elisabeth

 

June 2014

GAS-twenty one Ltd.

 

Bermuda

 

April 2014

 

Vessel-owning company

 

145,000

 

Methane Heather Sally

 

June 2014

25% interest associate:

 

 

 

 

 

 

 

 

 

 

 

 

Egypt LNG Shipping Ltd.

 

Bermuda

 

May 2010

 

Vessel-owning company

 

145,000

 

Methane Nile Eagle

 

December 2007

20% interest associate:

 

 

 

 

 

 

 

 

 

 

 

 

Gastrade S.A. (“Gastrade”)

 

Greece

 

June 2010

 

Service company

 

 

 

50% joint venture:

 

 

 

 

 

 

 

 

 

 

 

 

The Cool Pool Limited (the “Cool Pool”) (3)

 

Marshall Islands

 

September 2015

 

Service company

 

 

 

 

____________

 

(1)

For newbuildings, expected delivery quarters as of September 30, 2018 are presented.

(2)

On February 24, 2016, GAS-twenty six Ltd. completed the sale and leaseback of the Methane Julia Louise with a subsidiary of Mitsui Co. Ltd. (“Mitsui”). Refer to Note 6.

(3)

On October 1, 2015, GasLog Carriers, Dynagas Ltd. (“Dynagas”) and Golar LNG Limited (“Golar”) (“Pool Owners”) and The Cool Pool Limited signed a LNG carrier pooling agreement (the “LNG Carrier Pool” or “Pool Agreement”) to market their vessels, which are currently operating in the LNG shipping spot market.

 

As of September 30, 2018, the LNG Carrier Pool – named the “Cool Pool” – consists of 16 modern, high quality and essentially equivalent vessels powered by fuel efficient tri-fuel diesel electric (“TFDE”) propulsion technology. The participation of the Pool Owners’ vessels in the Cool Pool is as follows: GasLog: six vessels; and Golar: ten vessels. Each vessel owner continues to be fully responsible for the staffing and technical management of their respective vessels. For the operation of the Cool Pool, a Marshall Islands service company named “The Cool Pool Limited” or the “Pool Manager”, was incorporated in September 2015 acting as an agent. In June and July 2018, Dynagas removed its three vessels from the Cool Pool and ceased to be a shareholder. In addition, as of September 30, 2018, GasLog Skagen was substituted for the GasLog Saratoga in the Cool Pool.

(4)

On January 12, 2018, GasLog entered into a shipbuilding contract with Samsung Heavy Industries Co. Ltd. (“Samsung”) for the construction of a 180,000 cbm GTT Mark III Flex LNG Carrier with LP-2S propulsion (Hull No. 2213) that is scheduled to be delivered in the second quarter of 2020. This vessel will be chartered to Centrica for an initial period of approximately seven years. The 180,000 cbm GTT Mark III Flex Plus LNG Carrier with LP-2S propulsion (Hull No. 2212) to be delivered in the third quarter of 2019 is currently without charter.

 

2. Basis of Presentation

 

These unaudited condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Certain information and footnote disclosures required by International Financial Reporting Standards (“IFRS”) for a complete set of annual financial statements have been omitted, and, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Group’s annual consolidated financial statements as of and for the year ended December 31, 2017 filed with the SEC on February 28, 2018. On October 31, 2018 GasLog’s board of directors authorized the unaudited condensed consolidated financial statements for issuance.

 

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, 2017 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.

 

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, 2017, except for the changes resulting from the adoption of IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers (as discussed below).

 

Management anticipates that the Group’s primary sources of funds will be available cash, cash from operations and borrowings under existing and new loan agreements. The Group may also seek to raise additional common or other forms of equity. Management believes that these sources of funds will be sufficient for the Group to meet its liquidity needs and comply with its financial covenants for at least twelve months from the end of the reporting period and therefore it is appropriate to prepare the financial statements on a going concern basis.

 

Adoption of new and revised IFRS

 

(a) Standards and interpretations adopted in the current period

 

In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers which applies to all contracts with customers: the main exceptions are leases, financial instruments and insurance contracts. IFRS 15 specifies how and when an IFRS reporter will recognize revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard supersedes IAS 18 Revenue, IAS 11 Construction Contracts and a number of revenue-related interpretations. The standard was effective for annual periods beginning on or after January 1, 2018 and was applied by the Group using the modified retrospective approach. The adoption of the standard as of January 1, 2018 resulted in an increase of $246 on the Group’s Accumulated deficit and an increase of the same amount on the Group’s Other payables and accruals under the modified retrospective approach, as a result of the reassessment of the timing of the performance obligations in relation to positioning and repositioning fees and associated expenses.

 

F-8


 

The Group assessed that under a time charter arrangement, the hire rate per the charter agreement has two components: the lease component and the service component relating to the vessel operating costs. The revenue in relation to the lease component of the agreements is accounted for under the leases standard. The revenue in relation to the service component relates to vessel operating expenses which include expenses that are paid by the vessel owner such as management fees, crew wages, provisions and stores, technical maintenance and insurance expenses. These costs are essential to operating a charter and the charterers receive the benefit of these when the vessel is used during the contracted time and, therefore, these costs will be accounted for in accordance with the requirements of IFRS 15 Revenue from Contracts with Customers.

 

In relation to short-term charters under the Cool Pool, management believes mobilization of a vessel from a previous port of discharge to a subsequent port of loading does not result in a separate benefit for charterers and that the activity is thus incapable of being distinct. This activity is considered to be a required set-up activity to fulfil the contract. On that basis, it was concluded that positioning and repositioning fees and associated expenses should be recognized over the period of the contract, and not at a certain point in time.

 

In July 2014, the IASB issued the complete version of IFRS 9 Financial Instruments. IFRS 9 specifies how an entity should classify and measure financial assets and financial liabilities. The new standard requires all financial assets to be subsequently measured at amortized cost or fair value depending on the business model of the legal entity in relation to the management of the financial assets and the contractual cash flows of the financial assets. The standard also requires a financial liability to be classified as either at fair value through profit or loss or at amortized cost. In addition, a new hedge accounting model was introduced, that is designed to be more closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk exposures.

 

When an entity first applies IFRS 9 Financial Instruments, it may choose as its accounting policy to continue to apply the hedge accounting requirements of IAS 39 Financial Instruments, Recognition and Measurement, instead of the requirements in Chapter 6 of IFRS 9 Financial Instruments. An entity shall apply that policy to all of its hedging relationships. The Group has selected to apply hedge accounting under IFRS 9 Financial Instruments.

 

The Group has elected to take the transition relief as provided by IFRS 9.7.2.15 which permits an entity not to restate prior periods on initial application of IFRS 9 Financial Instruments and any adjustments to be made in the current year. The adoption of this standard as of January 1, 2018 resulted in a decrease of $436 on the Group’s Accumulated deficit and an equal decrease on the Group’s Reserves, as a result of the change in the accounting for the currency basis element of the cross-currency swaps (“CCS”) to flow directly to the statement of profit or loss.

 

(b) Standards and amendments in issue not yet adopted

 

At the date of authorization of these unaudited condensed consolidated financial statements, the following standards and amendments relevant to the Group were in issue but not yet effective:

 

In January 2016, the IASB issued IFRS 16 Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e., the customer (“lessee”) and the supplier (“lessor”). IFRS 16 eliminates the classification of leases by lessees as either operating leases or finance leases and, instead, introduces a single lessee accounting model. Applying that model, a lessee is required to recognise: (a) assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value; and (b) depreciation of lease assets separately from interest on lease liabilities in the statement of profit or loss. Lessors continue to classify their leases as operating leases or finance leases, and to account for those two types of leases differently. IFRS 16 supersedes the previous leases Standard, IAS 17 Leases, and related Interpretations. The standard is effective from January 1, 2019, with early adoption permitted only with concurrent adoption of IFRS 15 Revenue from Contracts with Customers. Management has elected not to adopt early, and it anticipates that the implementation of this standard will not have a material impact on the Group’s consolidated financial statements, since the changes for lessors are fairly minor and the Group’s lessee obligations are not significant.

 

The impact of all other IFRS standards and amendments issued but not yet adopted is not expected to be material to the Group’s unaudited condensed consolidated financial statements.

 

3. Non-controlling Interest in GasLog Partners

 

On January 17, 2018, GasLog Partners completed a public offering of 4,600,000 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series B Preference Units”), including 600,000 units issued upon the exercise in full by the underwriters of their option to purchase additional Partnership’s Series B Preference Units, at a price to the public of $25.00 per preference unit. The net proceeds from the offering, after deducting underwriting discounts, commissions and other offering expenses, were $111,194. The Partnership’s Series B Preference Units are listed on the New York Stock Exchange under the symbol “GLOP PR B”.

 

In addition, under the Partnership’s At-the-Market Common Units Equity Offering Programme (the “ATM Programme”), GasLog Partners has issued and received payment for a total of 2,294,795 additional common units during the second and third quarters of 2018, with cumulative gross proceeds of $54,338 at a weighted average price of $23.68 per common unit for total net proceeds of $53,957 after broker commissions of $185 and other expenses of $196.

 

The profit allocation to non-controlling interests is based on the distribution policy for available cash stated in the Partnership Agreement and is illustrated in the table below:

 

 

 

Marginal Percentage Interest in Distributions

 

 

 

Total Quarterly

 

 

 

 

 

 

 

 

 

Distribution

 

 

 

General

 

Holders of

 

 

 

Target Amount

 

Unitholders

 

Partner

 

IDRs

 

Minimum Quarterly Distribution

 

$0.375

 

98.0%

 

2.0%

 

0%

 

 

F-9


 

First Target Distribution

 

$0.375 up to $0.43125

 

98.0%

 

2.0%

 

0%

 

Second Target Distribution

 

$0.43125 up to $0.46875

 

85.0%

 

2.0%

 

13.0%

 

Third Target Distribution

 

$0.46875 up to $0.5625

 

75.0%

 

2.0%

 

23.0%

 

Thereafter

 

Above $0.5625

 

50.0%

 

2.0%

 

48.0%

 

 

 

 

Allocation of GasLog Partners’ profit(*)

 

For the three months ended

 

For the nine months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

September 30,
2017

 

September 30,
2018

 

Partnership’s profit attributable to:

 

 

 

 

 

 

 

 

 

Common unitholders

 

20,941

 

21,127

 

53,014

 

62,279

 

Subordinated unitholders

 

N/A

 

N/A

 

5,085

 

N/A

 

General partner

 

443

 

436

 

1,220

 

1,324

 

Incentive distribution rights (“IDRs”)

 

815

 

250

 

1,711

 

2,618

 

Paid and accrued preference equity distributions

 

3,100

 

5,457

 

4,649

 

15,952

 

Total

 

25,299

 

27,270

 

65,679

 

82,173

 

Partnership’s profit allocated to GasLog

 

6,406

 

6,223

 

17,727

 

20,057

 

Partnership’s profit allocated to non-controlling interests

 

18,893

 

21,047

 

47,952

 

62,116

 

Total

 

25,299

 

27,270

 

65,679

 

82,173

 

 

* Excludes profits of GAS-eleven Ltd., GAS-thirteen Ltd., GAS-eight Ltd. and GAS-fourteen Ltd. for the period prior to their transfers to the Partnership on May 3, 2017, July 3, 2017, October 20, 2017 and April 26, 2018, respectively.

 

Dividends declared attributable to non-controlling interests included in the unaudited condensed consolidated statements of changes in equity represent cash distributions to holders of common and preference units.

 

In the nine months ended September 30, 2018, the board of directors of the Partnership approved and declared cash distributions of $49,153 and $15,533 per common unit and preference unit, respectively held by non-controlling interests.

 

4. Investment in Associates

 

The movements in investment in associates are reported in the following table:

 

 

 

September 30,
2018

 

As of January 1, 2018

 

20,800

 

Additions

 

136

 

Share of profit of associates

 

1,325

 

Dividend declared

 

(1,138

)

As of September 30, 2018

 

21,123

 

 

On February 9, 2017, GasLog acquired a 20% shareholding in Gastrade, a private limited company licensed to develop an independent natural gas system offshore Alexandroupolis in Northern Greece utilizing a floating storage and regasification unit (“FSRU”) along with other fixed infrastructure. GasLog, as well as being a shareholder, will provide operations and maintenance (“O&M”) services for the FSRU through an O&M agreement which was signed on February 23, 2018.

 

5. Tangible Fixed Assets, Vessels Under Construction and Vessel Held Under Finance Lease

 

The movements in tangible fixed assets, vessels under construction and vessel held under finance lease are reported in the following table:

 

 

 

Vessels

 

Office
property

and other
tangible assets

 

Total
tangible fixed
assets

 

Vessels under construction

 

Vessel held
under finance
lease

 

Cost 

 

 

 

 

 

 

 

 

 

 

 

As of January 1, 2018 

 

4,217,866

 

19,224

 

4,237,090

 

166,655

 

228,523

 

Additions 

 

45,308

 

3,882

 

49,190

 

586,206

 

143

 

Transfer from vessels under construction

 

639,677

 

 

639,677

 

(639,677

)

 

Transfer under “Other non-current assets”

 

 

 

 

(1,650

)

 

Fully amortized fixed assets

 

(7,500

)

(117

)

(7,617

)

 

 

As of September 30, 2018 

 

4,895,351

 

22,989

 

4,918,340

 

111,534

 

228,666

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation 

 

 

 

 

 

 

 

 

 

 

 

As of January 1, 2018 

 

460,815

 

3,709

 

464,524

 

 

14,194

 

 

F-10


 

Depreciation expense

 

107,293

 

617

 

107,910

 

 

5,773

 

Fully amortized fixed assets

 

(7,500

)

(117

)

(7,617

)

 

 

As of September 30, 2018

 

560,608

 

4,209

 

564,817

 

 

19,967

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017  

 

3,757,051

 

15,515

 

3,772,566

 

166,655

 

214,329

 

As of September 30, 2018 

 

4,334,743

 

18,780

 

4,353,523

 

111,534

 

208,699

 

 

Vessels with an aggregate carrying amount of $4,334,743 as of September 30, 2018 (December 31, 2017: $3,757,051) have been pledged as collateral under the terms of the Group’s loan agreements.

 

In May 2014, GAS-twenty two Ltd. entered into a shipbuilding contract with Samsung for the construction of an LNG carrier (174,000 cubic meters). The vessel (GasLog Genoa) was delivered on March 29, 2018.

 

In June 2014, GAS-twenty four Ltd. and GAS-twenty five Ltd. entered into shipbuilding contracts with Hyundai Heavy Industries Co., Ltd. (“Hyundai”) for the construction of two LNG carriers (174,000 cubic meters each). The first vessel, the GasLog Houston, was delivered on January 8, 2018, while the second vessel, the GasLog Hong Kong, was delivered on March 20, 2018.

 

Vessels under construction

 

In May 2014, GAS-twenty three Ltd. entered into a shipbuilding contract with Samsung for the construction of an LNG carrier (174,000 cubic meters). The vessel is expected to be delivered in the first quarter of 2019.

 

In September 2016, GAS-twenty nine Ltd. entered into a shipbuilding contract with Samsung for the construction of one LNG carrier (180,000 cubic meters). The vessel is expected to be delivered in the third quarter of 2019.

 

On March 21, 2017, GasLog entered into a Heads of Agreement (“HOA”) with Samsung for the engineering in relation to the potential FSRU conversion of an existing vessel of the Group. As of September 30, 2018, $3,400 of the cost was paid, in accordance with the payment terms.

 

On July 10, 2017, GasLog entered into an agreement with Keppel Shipyard Limited (“Keppel”) for the detailed engineering in relation to an FSRU conversion of one vessel. As of September 30, 2018, $6,181 of the cost was paid, in accordance with the payment terms.

 

In January 2018, GAS-twenty eight Ltd. entered into a shipbuilding contract with Samsung for the construction of one LNG carrier (180,000 cubic meters). The vessel is expected to be delivered in the second quarter of 2020.

 

In March 2018, GAS-thirty one Ltd. entered into a shipbuilding contract with Samsung for the construction of one LNG carrier (180,000 cubic meters). The vessel is expected to be delivered in the second quarter of 2020.

 

In May 2018, GAS-thirty Ltd. entered into a shipbuilding contract with Samsung for the construction of one LNG carrier (180,000 cubic meters). The vessel is expected to be delivered in the third quarter of 2020.

 

In August 2018, GAS-thirty two Ltd. entered into a shipbuilding contract with Samsung for the construction of one LNG carrier (174,000 cubic meters). The vessel is expected to be delivered in the fourth quarter of 2020.

 

In August 2018, GAS-thirty three Ltd. entered into a shipbuilding contract with Samsung for the construction of one LNG carrier (174,000 cubic meters). The vessel is expected to be delivered in the fourth quarter of 2020.

 

Vessels under construction represent scheduled advance payments to the shipyards as well as certain capitalized expenditures. As of September 30, 2018, the Group has paid to the shipyard $105,516 for the vessels that are under construction and expects to pay the remaining installments as they come due upon each vessel’s keel laying, launching and delivery (Note 13).

 

The vessels under construction costs as of December 31, 2017 and September 30, 2018 are as follows:

 

 

 

December 31, 2017

 

September 30, 2018

 

Progress shipyard installments  

 

153,116

 

105,804

 

Onsite supervision costs 

 

10,570

 

4,940

 

Critical spare parts, equipment and other vessel delivery expenses

 

2,969

 

790

 

Total 

 

166,655

 

111,534

 

 

6. Sale and Leaseback

 

An analysis of the finance lease liabilities is as follows:

 

 

 

December 31, 2017

 

September 30, 2018

 

Finance lease liability, current portion

 

6,302

 

6,579

 

Finance lease liability, non-current portion

 

207,126

 

201,402

 

Total

 

213,428

 

207,981

 

 

F-11


 

7. Borrowings

 

An analysis of the borrowings is as follows:

 

 

 

December 31, 2017

 

September 30, 2018

 

Amounts due within one year

 

188,167

 

193,709

 

Less: unamortized deferred loan/bond issuance costs

 

(8,800

)

(11,000

)

Borrowings, current portion

 

179,367

 

182,709

 

Amounts due after one year

 

2,399,849

 

2,712,747

 

Less: unamortized deferred loan/bond issuance costs

 

(31,660

)

(39,333

)

Borrowings, non-current portion

 

2,368,189

 

2,673,414

 

Total

 

2,547,556

 

2,856,123

 

 

 

Bank Loans

 

The main terms of the Group’s loan facilities in existence as of December 31, 2017 have been disclosed in Note 13 “Borrowings” of the annual audited consolidated financial statements for the year ended December 31, 2017. During the nine months ended September 30, 2018, the Group drew down $498,225 to partially finance the deliveries of the GasLog Houston, the GasLog Hong Kong and the GasLog Genoa, and repaid $151,042 in accordance with the repayment terms under its loan facilities. In addition, the Group, through GasLog Partners, prepaid in full the $29,750 of the outstanding debt of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., which would have been originally due in April 2018.

 

The carrying amount of the Group’s bank debt recognized in the unaudited condensed consolidated financial statements approximates its fair value after adjusting for the unamortized loan/bond issuance costs.

 

Bonds

 

The main terms of the Group’s senior unsecured NOK bonds maturing in 2021 (the “NOK 2021 Bonds”) have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2017. Refer to Note 13 “Borrowings”.

 

The carrying amount under the NOK 2021 Bonds, net of unamortized financing costs, as of September 30, 2018 is $90,979 (December 31, 2017: $89,723) while their aggregate fair value is $97,987 based on a USD/NOK exchange rate of 0.1227 as of September 30, 2018 (December 31, 2017: $97,416, based on a USD/NOK exchange rate of 0.1213).

 

The Group was in compliance with its financial covenants as of September 30, 2018.

 

8. Related Party Transactions

 

The Group has 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, 2017

 

September 30, 2018

 

Dividends receivable from associate

 

125

 

394

 

Due from The Cool Pool Limited

 

8,186

 

13,737

 

Other receivables

 

355

 

60

 

Total

 

8,666

 

14,191

 

 

Current Liabilities

 

Amounts due to related parties

 

 

 

December 31, 2017

 

September 30, 2018

 

Ship management creditors

 

993

 

396

 

Amounts due to related parties

 

35

 

69

 

 

Ship management creditors’ liability is comprised of 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 $69 as of September 30, 2018 (December 31, 2017: $35) 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.

 

F-12


 

9. Revenues from Contracts with Customers

 

The Group has recognized the following amounts relating to revenues:

 

 

 

For the three months ended

 

For the nine months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

September 30,
2017

 

September 30,
2018

 

Revenues from time charters

 

122,703

 

132,280

 

364,986

 

384,747

 

Revenues from The Cool Pool Limited (GasLog vessels)

 

8,146

 

25,947

 

23,524

 

44,399

 

Revenues from vessel management services

 

393

 

171

 

947

 

554

 

Total

 

131,242

 

158,398

 

389,457

 

429,700

 

 

 

Revenues from The Cool Pool Limited relate to revenues received from GasLog’s vessels operating in the Cool Pool and do not include the net pool allocation to GasLog of $3,882 and $19,493 for the three and nine months ended September 30, 2018, respectively ($2,041 and $3,361 for the three and nine months ended September 30, 2017, respectively).

 

10. General and Administrative Expenses

 

An analysis of general and administrative expenses is as follows:

 

 

 

For the three months ended

 

For the nine months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

September 30,
2017

 

September 30,
2018

 

Employee costs

 

4,714

 

4,893

 

14,328

 

16,521

 

Board of directors’ fees

 

562

 

622

 

1,665

 

1,966

 

Share-based compensation

 

1,257

 

1,350

 

3,492

 

3,865

 

Rent and utilities

 

542

 

583

 

1,686

 

1,669

 

Travel and accommodation

 

374

 

231

 

1,424

 

1,264

 

Legal and professional fees

 

1,849

 

1,223

 

5,804

 

4,549

 

Foreign exchange differences, net

 

65

 

149

 

26

 

(92

)

Other expenses

 

625

 

866

 

1,788

 

2,540

 

Total

 

9,988

 

9,917

 

30,213

 

32,282

 

 

11. Other Payables and Accruals

 

An analysis of other payables and accruals is as follows:

 

 

 

December 31, 2017

 

September 30, 2018

 

Social contributions

 

1,244

 

770

 

Unearned revenue

 

34,926

 

26,571

 

Accrued legal and professional fees

 

1,567

 

1,072

 

Accrued board of directors’ fees

 

577

 

622

 

Accrued employee costs

 

5,494

 

5,231

 

Accrued off-hire

 

5,284

 

5,616

 

Accrued crew costs

 

4,027

 

4,555

 

Accrued purchases

 

4,227

 

19,763

 

Accrued financing costs

 

1,984

 

455

 

Accrued interest

 

27,851

 

22,530

 

Accrued payable to charterers

 

4,179

 

9,009

 

Other accruals

 

2,058

 

2,373

 

Total

 

93,418

 

98,567

 

 

12. Share Capital and Preference Shares

 

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

 

As of September 30, 2018, the share capital consisted of 80,815,956 issued and outstanding common shares, par value $0.01 per share, 177,170 treasury shares issued and held by GasLog and 4,600,000 preference shares issued and outstanding. The movements in the number of shares, the share capital, the preference shares, the contributed surplus and the treasury shares are reported in the following table:

 

 

 

Number of Shares

 

Amounts

 

 

 

Number of

 

Number of

 

 

 

 

 

 

 

 

 

 

 

 

 

Common
Shares

 

Treasury
Shares

 

Number of
Preference Shares

 

Share capital

 

Preference
Shares

 

Contributed
Surplus

 

Treasury
Shares

 

Outstanding as of January 1, 2018

 

80,717,885

 

275,241

 

4,600,000

 

810

 

46

 

911,766

 

(6,960

)

 

F-13


 

Treasury shares, net

 

(2,818

)

2,818

 

 

 

 

 

(62

)

Treasury shares distributed for awards vested or exercised in the period

 

100,889

 

(100,889

)

 

 

 

 

2,598

 

Dividends declared deducted from Contributed surplus due to accumulated deficit

 

 

 

 

 

 

(28,452

)

 

Outstanding as of September 30, 2018

 

80,815,956

 

177,170

 

4,600,000

 

810

 

46

 

883,314

 

(4,424

)

 

The treasury shares were acquired by GasLog in 2014 and 2018 in relation to the share-based compensation (Note 17).

 

Dividend distributions

 

On February 15, 2018, the board of directors declared a quarterly cash dividend of $0.14 per common share, which was paid on March 15, 2018 to shareholders of record as of March 5, 2018 for a total amount of $11,300.

 

On March 8, 2018, the board of directors declared a dividend on the Series A Preference Shares of $0.546875 per share, or $2,516 in aggregate, payable on April 2, 2018 to holders of record as of March 29, 2018. GasLog paid the declared dividend to the transfer agent on March 29, 2018.

 

On May 3, 2018, the board of directors declared a quarterly cash dividend of $0.15 per common share, which was paid on May 24, 2018 to shareholders of record as of May 14, 2018 for a total amount of $12,120.

 

On May 11, 2018, the board of directors declared a dividend on the Series A Preference Shares of $0.546875 per share, or $2,516 in aggregate, payable on July 2, 2018 to holders of record as of June 29, 2018. GasLog paid the declared dividend to the transfer agent on June 28, 2018.

 

On August 1, 2018, the board of directors declared a quarterly cash dividend of $0.15 per common share, which was paid on August 23, 2018 to shareholders of record as of August 13, 2018 for a total amount of $12,122.

 

On September 13, 2018, the board of directors declared a dividend on the Series A Preference Shares of $0.546875 per share, or $2,516 in aggregate, payable on October 1, 2018 to holders of record as of September 28, 2018. GasLog paid the declared dividend to the transfer agent on September 28, 2018.

 

 

13. Commitments and Contingencies

 

(a) As of September 30, 2018, the Group had the following commitments as lessee relating to buildings under operating leases:

 

 

Period

 

September 30, 2018

 

Not later than one year

 

1,348

 

Later than one year and not later than three years

 

2,495

 

Later than three years and not later than five years

 

1,955

 

More than five years

 

810

 

Total

 

6,608

 

 

(b) Commitments relating to the vessels under construction (Note 5) as of September 30, 2018 payable to Samsung were as follows:

 

Period 

 

September 30, 2018

 

Not later than one year

 

448,615

 

Later than one year and not later than three years

 

773,240

 

Total

 

1,221,855

 

 

Also, pursuant to a Heads of Agreement entered into by GAS-twenty two Ltd. and GAS-twenty three Ltd. with Methane Services Limited (“MSL”), a subsidiary of Shell, on March 8, 2016, the GasLog entities declared their options with Samsung to install Air Liquide Advanced Technologies (“ALAT”) reliquefaction plants onboard 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 event the ALAT reliquefaction plants do not meet certain specified performance criteria during operation, GasLog will have an obligation to pay to MSL a daily compensation amount per vessel, which obligation will in whole or in part be satisfied by certain obligations of the manufacturers incurred for failure to meet the specified performance criteria. The amount of $3,200 relating to GAS-twenty two Ltd. was included in Trade and other receivables since the ALAT reliquefaction plant installation has been completed.

 

F-14


 

(c)     Future gross minimum lease payments receivable in relation to non-cancellable time charter agreements for vessels in operation, including a vessel under a finance lease (Note 6), as of September 30, 2018 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):

 

Period

 

September 30, 2018

 

Not later than one year

 

415,881

 

Later than one year and not later than three years

 

601,103

 

Later than three years and not later than five years

 

427,668

 

More than five years

 

448,938

 

Total

 

1,893,590

 

 

Future gross minimum lease payments disclosed in the above table excludes the lease payments of the vessels that are under construction.

 

(d)     In April and May 2017, GasLog LNG Services Ltd. entered into agreements in relation to some of the Group’s vessels with the aim of enhancing their operational performance. Commitments relating to these agreements, without including additional estimated costs for which no agreement had been signed as of September 30, 2018, are as follows:

 

Period

 

September 30, 2018

 

Not later than one year

 

2,324

 

Total

 

2,324

 

 

(e)     Related to the acquisition of 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 of $660 have been purchased and paid for as of September 30, 2018 and are included in Tangible fixed assets (Note 5). The remaining spares are expected to be acquired before the end of the initial term of the charter party agreements.

 

(f)      On November 2, 2015, a letter agreement between GasLog and MSL was signed 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 September 30, 2018, the outstanding commitment is $1,196.

 

(g)     On October 11, 2016, GasLog LNG Services Ltd. entered into an agreement whereby it has access to all long lead items (“LLIs”) necessary for the conversion of a GasLog LNG carrier vessel into an FSRU whereby such conversion work would be undertaken by Keppel. 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 a discounted price of 85% of the original cost.

 

(h)    On July 10, 2017, GasLog entered into an agreement with Keppel for the detailed engineering in relation to an FSRU conversion of one vessel. The commitment relating to this agreement as of September 30, 2018 is as follows:

 

Period

 

September 30, 2018

 

Not later than one year

 

1,894

 

Total

 

1,894

 

 

(i)        In September 27, 2017 (and in addition to the seven existing maintenance agreements signed in 2014 in relation to GasLog vessels), GasLog LNG Services Ltd. entered into further maintenance agreements with Wartsila Greece S.A. (“Wartsila”) in respect of eight GasLog LNG carriers. The agreements cover the renewal of existing maintenance agreements on four GasLog vessels and extend the servicing to four additional LNG carriers. On July 1, 2018, GasLog LNG Services Ltd. entered into maintenance agreements with Wartsila in respect of seven additional GasLog LNG carriers. The agreements ensure dynamic maintenance planning, technical support, security of spare parts supply, specialist technical personnel and performance monitoring.

 

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.

 

14. Derivative Financial Instruments

 

The fair value of the derivative assets is as follows:

 

 

 

December 31, 2017

 

September 30, 2018

 

Derivative assets carried at fair value through profit or loss (FVTPL)

 

 

 

 

 

Interest rate swaps

 

11,535

 

37,513

 

Forward foreign exchange contracts

 

2,123

 

298

 

Derivative assets designated and effective as hedging instruments carried at fair value

 

 

 

 

 

 

F-15


 

Cross currency swaps

 

4,553

 

6,070

 

Total

 

18,211

 

43,881

 

Derivative financial instruments, current assets

 

2,199

 

8,478

 

Derivative financial instruments, non-current assets

 

16,012

 

35,403

 

Total

 

18,211

 

43,881

 

 

 

 

The fair value of the derivative liabilities is as follows:

 

 

 

December 31, 2017

 

September 30, 2018

 

Derivative liabilities designated and effective as hedging instruments carried at fair value

 

 

 

 

 

Cross currency swaps

 

605

 

162

 

Derivative liabilities carried at fair value through profit or loss (FVTPL)

 

 

 

 

 

Interest rate swaps

 

1,210

 

 

Forward foreign exchange contracts

 

 

1,153

 

Total

 

1,815

 

1,315

 

Derivative financial instruments, current liability

 

1,815

 

1,315

 

Total

 

1,815

 

1,315

 

 

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 economically 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 interest rate swaps held for trading are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Notional Amount

Company

 

Counterparty

 

Trade
Date

 

Effective
Date

 

Termination
Date

 

Fixed Interest
Rate

 

December 31,
2017

 

September 30,
2018

GasLog

 

Deutsche Bank AG

 

July 2016

 

July 2016

 

July 2020

 

1.98%

 

66,667

 

66,667

GasLog

 

Deutsche Bank AG

 

July 2016

 

July 2016

 

July 2021

 

1.98%

 

66,667

 

66,667

GasLog

 

Deutsche Bank AG

 

July 2016

 

July 2016

 

July 2022

 

1.98%

 

66,667

 

66,667

GasLog

 

DNB Bank ASA (“DNB”)

 

July 2016

 

July 2016

 

July 2020

 

1.784%

 

73,333

 

73,333

GasLog (1)

 

DNB

 

July 2016

 

July 2016

 

July 2021

 

1.729%

 

73,333

 

GasLog

 

DNB

 

July 2016

 

July 2016

 

July 2022

 

1.719%

 

73,333

 

73,333

GasLog (3)

 

HSBC Bank plc (“HSBC”)

 

July 2016

 

July 2016

 

July 2020

 

1.896%

 

33,333

 

GasLog (3)

 

HSBC

 

July 2016

 

July 2016

 

July 2021

 

1.818%

 

33,333

 

GasLog

 

HSBC

 

July 2016

 

July 2016

 

July 2022

 

1.79%

 

33,333

 

33,333

GasLog

 

Nordea Bank Finland

 

July 2016

 

July 2016

 

July 2020

 

1.905%

 

66,667

 

66,667

GasLog (2)

 

Nordea Bank Finland

 

July 2016

 

July 2016

 

July 2021

 

1.84%

 

66,667

 

GasLog

 

Nordea Bank Finland

 

July 2016

 

July 2016

 

July 2022

 

1.815%

 

66,667

 

66,667

GasLog

 

Skandinavinska Enskilda Banken AB (“SEB”)

 

July 2016

 

July 2016

 

July 2020

 

1.928%

 

50,000

 

50,000

GasLog

 

SEB

 

July 2016

 

July 2016

 

July 2021

 

1.8405%

 

50,000

 

50,000

GasLog (3)

 

SEB

 

July 2016

 

July 2016

 

July 2022

 

1.814%

 

50,000

 

GasLog

 

HSBC

 

Feb 2017

 

Feb 2017

 

Feb 2022

 

2.005%

 

100,000

 

100,000

GasLog

 

Nordea Bank Finland

 

Feb 2017

 

Feb 2017

 

Mar 2022

 

2.0145%

 

100,000

 

100,000

GasLog

 

ABN Amro Bank NV (“ABN”)

 

Feb 2017

 

Feb 2017

 

Mar 2022

 

2.003%

 

100,000

 

100,000

GasLog (4)

 

Nordea Bank Finland

 

May 2018

 

July 2020

 

July 2026

 

3.070%

 

 

N/A

GasLog (2)

 

Nordea Bank Finland

 

May 2018

 

May 2018

 

July 2026

 

2.562%

 

 

66,667

GasLog (4)

 

SEB

 

May 2018

 

July 2020

 

July 2024

 

3.025%

 

 

N/A

GasLog (3)

 

SEB

 

May 2018

 

Apr 2018

 

July 2025

 

2.300%

 

 

50,000

GasLog (4)

 

DNB

 

May 2018

 

July 2020

 

July 2024

 

3.056%

 

 

N/A

GasLog (1)

 

DNB

 

May 2018

 

July 2018

 

July 2025

 

2.472%

 

 

73,333

GasLog (3)

 

HSBC

 

May 2018

 

Apr 2018

 

July 2024

 

2.475%

 

 

33,333

GasLog (3)

 

HSBC

 

May 2018

 

Apr 2018

 

July 2025

 

2.550%

 

 

33,333

GasLog (4)

 

Citibank Europe Plc. (“CITI”)

 

May 2018

 

July 2020

 

July 2024

 

3.082%

 

 

N/A

GasLog (4)

 

CITI

 

May 2018

 

July 2021

 

July 2025

 

3.095%

 

 

N/A

 

 

 

 

 

 

 

 

 

 

Total

 

1,170,000

 

1,170,000

 

F-16


 

(1)  In May 2018, the Group terminated an interest rate swap originally maturing in July 2021 with an effective date of July 2018. This swap was subsequently replaced with a new swap of the same notional amount of $73,333 with an effective date of July 2018 and a new maturity date of July 2025.

(2)  Effective May 2018, the Group terminated the interest rate swap originally maturing in July 2021 and replaced it with a new swap of the same notional amount of $66,667 maturing in July 2026.

(3)  Effective May 2018, the Group terminated the interest rate swap with SEB originally maturing in July 2022 and replaced with a new swap of the same notional amount of $50,000 with an effective date of April 2018 and a new maturity date of July 2025. In addition, in May 2018, the Group terminated the interest rate swap agreements with HSBC with an aggregate notional value of $66,666 and entered into new agreements of the same notional amounts with an effective date April 2018.

(4) In May 2018, the Group entered into new interest rate swap agreements with various counterparties with an aggregate notional value of $250,000, with effective dates in July 2020 and July 2021, maturing between 2024 and 2026.

 

The derivative instruments listed above were not designated as cash flow hedging instruments. The change in the fair value of these contracts for the three and nine months ended September 30, 2018 amounted to a net gain of $7,037 and net gain of $27,188, respectively (for the three and nine months ended September 30, 2017: a net gain of $2,444 and net loss of $696, respectively), which was recognized against profit or loss in the period incurred and is included in Loss/gain on swaps. During the three and nine months ended September 30, 2018, the net gain of $7,037 and the net gain of $27,188 derived mainly from the fact that the LIBOR yield curve, which was used to calculate the present value of the estimated future cash flows, was lower/higher than the agreed fixed interest rates resulting in an increase/decrease in derivative liabilities from interest rate swaps held for trading.

 

Cross currency swap agreements (“CCS”)

 

The Group enters into CCS which convert the floating interest rate exposure and the variability of the USD functional currency equivalent cash flows into a fixed interest rate and principal on maturity, in order to hedge the Group’s exposure to fluctuations deriving from its NOK 2021 Bonds.

 

The principal terms of the CCS designated as cash flow hedging instruments are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Notional Amount

Company

 

Counterparty

 

Trade Date

 

Effective
Date

 

Termination
Date

 

Fixed Interest
Rate

 

December 31,
2017

 

September 30,
2018

GasLog

 

DNB

 

June 2016

 

June 2016

 

May 2021

 

8.59%

 

30,050

 

30,050

GasLog

 

SEB

 

June 2016

 

June 2016

 

May 2021

 

8.59%

 

30,050

 

30,050

GasLog

 

Nordea Bank Finland

 

June 2016

 

June 2016

 

May 2021

 

8.59%

 

30,050

 

30,050

 

 

 

 

 

 

 

 

 

 

Total

 

90,150

 

90,150

 

For the three and nine months ended September 30, 2018, the effective portion of changes in the fair value of CCS amounting to a loss of $130 and a gain of $1,998 has been recognized in Other comprehensive income (for the three and nine months ended September 30, 2017: a gain of $6,438 and $10,146). For the three and nine months ended September 30, 2018, a loss of $136 and $295, respectively, was recycled to profit or loss representing the realized loss on CCS in relation to the interest expenses component of the hedge (for the three and nine months ended September 30, 2017: a gain of $97 and a loss of $430, respectively). Additionally, for the three and nine months ended September 30, 2018, a gain of $71 and a loss of $1,006, was recognized in Other comprehensive income in relation to the retranslation of the NOK Bonds in USD as of September 30, 2018 (for the three and nine months ended September 30, 2017: a loss of $4,900 and $8,416, respectively).

 

Forward foreign exchange contracts

 

The Group uses forward foreign exchange contracts to mitigate foreign exchange transaction exposures in British Pounds Sterling (“GBP”) and Euros (“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 as such.

 

The principal terms of the forward foreign exchange contracts held for trading are as follows:

 

Company

 

Counterparty

 

Trade Date

 

Number
of
Contracts

 

Settlement Dates

 

Fixed
Exchange Rate
(USD/GBP)

 

Total Exchange
Amount (in thousands)

GasLog

 

SEB

 

August 2017

 

3

 

October-December 2018

 

1.3042

 

£900

GasLog

 

SEB

 

August 2018

 

3

 

January-March 2019

 

1.2860

 

£1,200

 

 

 

 

 

 

 

 

 

 

Total

 

£2,100

 

Company

 

Counterparty

 

Trade Date

 

Number
of
Contracts

 

Settlement Dates

 

Fixed
Exchange Rate
(USD/EUR)

 

Total Exchange
Amount (in thousands)

GasLog

 

Nordea Bank Finland

 

August 2017

 

3

 

October-December 2018

 

1.1986

 

€2,250

GasLog

 

SEB

 

August 2017

 

3

 

October-December 2018

 

1.1966

 

€3,000

GasLog

 

Citibank

 

November 2017

 

1

 

October 2018

 

1.2099

 

€2,000

GasLog

 

Citibank

 

November 2017

 

1

 

November 2018

 

1.2123

 

€2,000

GasLog

 

Citibank

 

November 2017

 

1

 

December 2018

 

1.2148

 

€2,000

GasLog

 

Citibank

 

May 2018

 

1

 

October 2018

 

1.1844

 

€1,000

GasLog

 

Citibank

 

May 2018

 

1

 

November 2018

 

1.1875

 

€1,000

 

F-17


 

GasLog

 

Citibank

 

May 2018

 

1

 

December 2018

 

1.1905

 

€1,000

GasLog

 

SEB

 

May 2018

 

3

 

October-December 2018

 

1.1831

 

€3,000

GasLog

 

HSBC

 

May 2018

 

3

 

October-December 2018

 

1.1847

 

€1,500

GasLog

 

Citibank

 

May 2018

 

1

 

January 2019

 

1.1954

 

€2,500

GasLog

 

Citibank

 

May 2018

 

1

 

February 2019

 

1.1983

 

€2,500

GasLog

 

Citibank

 

May 2018

 

1

 

March 2019

 

1.2012

 

€2,500

GasLog

 

SEB

 

May 2018

 

3

 

January-March 2019

 

1.1984

 

€7,500

GasLog

 

ABN

 

June 2018

 

1

 

April 2019

 

1.1903

 

€2,500

GasLog

 

ABN

 

June 2018

 

1

 

May 2019

 

1.1936

 

€2,500

GasLog

 

ABN

 

June 2018

 

1

 

June 2019

 

1.1968

 

€2,500

GasLog

 

DNB

 

June 2018

 

1

 

April 2019

 

1.1910

 

€2,500

GasLog

 

DNB

 

June 2018

 

1

 

May 2019

 

1.1943

 

€2,500

GasLog

 

DNB

 

June 2018

 

1

 

June 2019

 

1.1975

 

€2,500

GasLog

 

Nordea Bank Finland

 

August 2018

 

1

 

July 2019

 

1.1715

 

€2,500

GasLog

 

Nordea Bank Finland

 

August 2018

 

1

 

September 2019

 

1.1784

 

€5,000

GasLog

 

DNB

 

August 2018

 

1

 

July 2019

 

1.1711

 

€2,500

GasLog

 

DNB

 

August 2018

 

1

 

August 2019

 

1.1747

 

€5,000

 

 

 

 

 

 

 

 

 

 

Total

 

€63,750

 

The derivative instruments listed above were not designated as cash flow hedging instruments as of September 30, 2018. The change in the fair value of these contracts for the three and nine months ended September 30, 2018 amounted to a net loss of $62 and $2,978, respectively (for the three and nine months ended September 30, 2017: net gain of $762 and $2,730, respectively), which was recognized against profit or loss in the period incurred and is included in Loss/gain on derivatives.

 

15. Financial Costs and Gain/(Loss) on Derivatives

 

An analysis of financial costs and gain/(loss) on derivatives is as follows:

 

 

 

For the three months ended

 

For the nine months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

September 30,
2017

 

September 30,
2018

 

Amortization and write off of deferred loan/bond issuance costs and premium

 

(2,898

)

(3,239

)

(9,335

)

(9,383

)

Interest expense on loans

 

(21,100

)

(30,068

)

(64,681

)

(81,331

)

Interest expense on bonds and realized loss on cross-currency swaps

 

(7,526

)

(7,526

)

(19,497

)

(22,441

)

Finance lease charge

 

(2,731

)

(2,641

)

(8,167

)

(7,903

)

Loss arising on NOK bond repurchase at a premium

 

 

 

(1,459

)

 

Other financial costs

 

(454

)

(434

)

(1,172

)

(1,447

)

Total

 

(34,709

)

(43,908

)

(104,311

)

(122,505

)

 

 

 

For the three months ended

 

For the nine months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

September 30,
2017

 

September 30,
2018

 

Unrealized gain on derivative financial instruments held for trading (Note 14)

 

3,206

 

6,975

 

2,034

 

24,210

 

Realized (loss)/gain on interest rate swaps held for trading

 

(1,815

)

675

 

(6,192

)

1,065

 

Recycled loss of cash flow hedges reclassified to profit or loss

 

 

 

(4,368

)

 

Realized gain/(loss) on forward foreign exchange contracts held for trading

 

1,746

 

(480

)

1,941

 

1,363

 

Ineffective portion of cash flow hedges

 

 

198

 

 

(332

)

Total gain/(loss) on derivatives

 

3,137

 

7,368

 

(6,585

)

26,306

 

 

16. Cash Flow Reconciliations

 

The reconciliation of the Group’s non-cash investing and financing activities for the period ended September 30, 2018 is presented in the tables below:

 

A reconciliation of borrowings arising from financing activities is as follows:

 

 

 

Opening
balance

 

Cash flows

 

Other
comprehensive
income

 

Non-cash
items

 

Deferred
financing costs,
assets

 

Total

 

Borrowings outstanding as of January 1, 2018

 

2,547,556

 

 

 

 

 

2,547,556

 

 

F-18


 

Proceeds from bank loans and bonds

 

 

498,225

 

 

 

 

498,225

 

Bank loan and bond repayments

 

 

(180,792

)

 

 

 

(180,792

)

Additions in deferred loan fees

 

 

(7,363

)

 

1,302

 

(13,195

)

(19,256

)

Amortization of deferred loan issuance costs and premium (Note 15)

 

 

 

 

9,383

 

 

9,383

 

Retranslation of the NOK Bonds in U.S. dollars

 

 

 

1,007

 

 

 

1,007

 

Borrowings outstanding as of September 30, 2018

 

2,547,556

 

310,070

 

1,007

 

10,685

 

(13,195

)

2,856,123

 

 

A reconciliation of derivatives arising from financing activities is as follows:

 

 

 

Opening
balance

 

Other
comprehensive
income

 

Non-cash items

 

Total

 

Net derivative assets as of January 1, 2018

 

16,396

 

 

 

16,396

 

Unrealized gain on derivative financial instruments held for trading (Note 15)

 

 

 

24,210

 

24,210

 

Ineffective portion of cash flow hedges (Note 15)

 

 

 

(332

)

(332

)

Effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments

 

 

2,292

 

 

2,292

 

Net derivative assets as of September 30, 2018

 

16,396

 

2,292

 

23,878

 

42,566

 

 

A reconciliation of tangible fixed assets, vessels under construction and vessel held under finance lease arising from investing activities is as follows:

 

 

 

Opening balance

 

Cash flows

 

Non-cash items

 

Total

 

Tangible fixed assets, vessels under construction and vessel held under finance lease as of January 1, 2018

 

4,153,550

 

 

 

4,153,550

 

Additions (Note 5)

 

 

618,601

 

16,938

 

635,539

 

Transfer under “Other non-current assets”

 

 

 

(1,650

)

(1,650

)

Depreciation expense (Note 5)

 

 

 

(113,683

)

(113,683

)

Tangible fixed assets, vessels under construction and vessel held under finance lease as of September 30, 2018

 

4,153,550

 

618,601

 

(98,395

)

4,673,756

 

 

A reconciliation of finance lease liabilities arising from financing activities is as follows:

 

 

 

Opening balance

 

Cash flows

 

Non-cash items

 

Total

 

Finance lease liabilities as of January 1, 2018

 

213,428

 

 

 

213,428

 

Finance lease charge (Note 15)

 

 

 

7,903

 

7,903

 

Payments for interest

 

 

(7,903

)

 

(7,903

)

Payments for finance lease liability

 

 

(5,447

)

 

(5,447

)

Finance lease liabilities as of September 30, 2018

 

213,428

 

(13,350

)

7,903

 

207,981

 

 

A reconciliation of equity offerings arising from financing activities is as follows:

 

 

 

Cash flows

 

Non-cash items

 

Total

 

Proceeds from GasLog Partners’ preference unit offerings (net of underwriting discounts and commissions)

 

111,544

 

 

111,544

 

Proceeds from public offerings and private placement (net of underwriting discounts and commissions)

 

54,338

 

 

54,338

 

Offering costs

 

(929

)

198

 

(731

)

Net proceeds from equity offerings in the period ended September 30, 2018

 

164,953

 

198

 

165,151

 

 

17. Share-Based Compensation

 

The terms of the 2013 Omnibus Incentive Compensation Plan (the “Plan”) and the assumptions for the valuation of Restricted Stock Units (“RSUs”) and Stock Appreciation Rights or Stock Options (collectively the “SARs”) have been disclosed in Note 21 “Share-Based Compensation” in the annual audited consolidated financial statements for the year ended December 31, 2017.

 

On April 2, 2018, GasLog granted to executives, managers and certain employees of the Group 149,786 RSUs and 416,458 SARs in accordance with the Plan. The RSUs will vest on April 2, 2021 while the SARs will vest incrementally with one-third of the SARs vesting on each

 

F-19


 

of April 2, 2019, 2020 and 2021. 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.

 

Awards

 

Number

 

Grant date

 

Expiry date

 

Exercise
price

 

Fair value at
grant date

 

RSUs

 

149,786

 

April 2, 2018

 

n/a

 

n/a

 

$16.30

 

SARs

 

416,458

 

April 2, 2018

 

April 2, 2028

 

$16.30

 

$5.30

 

 

In accordance with the terms of the Plan, there are only service condition requirements. The awards will be settled in cash or in shares at the sole discretion of the compensation committee of the board of directors. These awards have been treated as equity settled because the Group has no present obligation to settle in cash. The amount to be settled for each SAR exercised is computed in each case, as the excess, if any, of the fair market value (the closing price of shares) on the exercise date over the exercise price of the SAR.

 

The fair value of the SARs has been calculated based on the Modified Black-Scholes-Merton method. Expected volatility was based on historical share price volatility for the period since GasLog’s initial public offering. The significant assumptions used to estimate the fair value of the SARs are set out below:

 

Inputs into the model

 

 

 

Grant date share closing price

 

$

16.30

 

Exercise price

 

$

16.30

 

Expected volatility

 

44.5

%

Expected term

 

6 years

 

Risk-free interest rate for the period similar to the expected term

 

2.61

%

 

Fair value

 

The fair value of the RSUs was determined by using the grant date closing price of $16.30 per common unit and was not further adjusted since the holders are entitled to dividends.

 

Movement in RSUs and SARs during the period

 

The summary of RSUs and SARs is presented below:

 

 

 

Number of
awards

 

Weighted
average
exercise price
per share

 

Weighted average
share price at the
date of exercise

 

Weighted
average
contractual life

 

Aggregate fair
value

 

RSUs

 

 

 

 

 

 

 

 

 

 

 

Outstanding as of January 1, 2018

 

425,702

 

 

 

1.39

 

5,636

 

Granted during the period

 

149,786

 

 

 

 

2,441

 

Forfeited during the period

 

(1,179

)

 

 

 

(14

)

Vested during the period

 

(86,136

)

 

 

 

(1,655

)

Outstanding as of September 30, 2018

 

488,173

 

 

 

1.38

 

6,408

 

SARs

 

 

 

 

 

 

 

 

 

 

 

Outstanding as of January 1, 2018

 

2,031,279

 

14.59

 

 

7.68

 

7,874

 

Granted during the period

 

416,458

 

 

 

 

2,207

 

Exercised during the period

 

(14,753

)

 

18.26

 

 

(51

)

Forfeited during the period

 

(3,333

)

 

 

 

(12

)

Expired during the period

 

(12,198

)

 

 

 

 

(72

)

Outstanding as of September 30, 2018

 

2,417,453

 

14.87

 

 

7.38

 

9,946

 

 

As of September 30, 2018, 1,440,982 SARs have vested but have not been exercised.

 

The terms of the GasLog Partners’ 2015 Long-Term Incentive Plan (the “GasLog Partners’ Plan”) and the assumptions for the valuation of Restricted Common Units (“RCUs”) and Performance Common Units (“PCUs”) have been disclosed in Note 21 “Share-Based Compensation” in the annual audited consolidated financial statements for the year ended December 31, 2017.

 

On April 2, 2018, GasLog Partners granted to its executives 24,608 RCUs and 24,608 PCUs in accordance with the GasLog Partners’ Plan. The RCUs and PCUs will vest on April 2, 2021. The holders are entitled to cash distributions that will be accrued and settled on vesting.

 

F-20


 

 

 

 

 

 

 

 

 

Fair value at

 

Awards

 

Number

 

Grant date

 

Expiry date

 

grant date

 

RCUs

 

24,608

 

April 2, 2018

 

n/a

 

$23.40

 

PCUs

 

24,608

 

April 2, 2018

 

n/a

 

$23.40

 

 

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 in accordance with the GasLog Partners’ Plan was determined by using the grant date closing price of $23.40 per common unit and was not further adjusted since the holders are entitled to cash distributions.

 

Movement in RCUs and PCUs during the period

 

The summary of RCUs and PCUs is presented below:

 

 

 

 

 

Weighted

 

 

 

 

 

Number of

 

average

 

Aggregate

 

 

 

awards

 

contractual life

 

fair value

 

RCUs

 

 

 

 

 

 

 

Outstanding as of January 1, 2018

 

67,475

 

1.38

 

1,429

 

Granted during the period

 

24,608

 

 

576

 

Vested during the period

 

(16,999

)

 

(410

)

Outstanding as of September 30, 2018

 

75,084

 

1.50

 

1,595

 

PCUs

 

 

 

 

 

 

 

Outstanding as of January 1, 2018

 

67,475

 

1.38

 

1,429

 

Granted during the period

 

24,608

 

 

576

 

Vested during the period

 

(16,999

)

 

(410

)

Outstanding as of September 30, 2018

 

75,084

 

1.50

 

1,595

 

 

On April 3, 2018, 16,999 RCUs and 16,999 PCUs vested under the GasLog Partners’ Plan.

 

The total expense recognized in respect of share-based compensation for the three and nine months ended September 30, 2018 was $1,350 and $3,865 (for the three and nine months ended September 30, 2017: $1,257 and $3,492). The total accrued cash distribution as of September 30, 2018 is $916 (December 31, 2017: $814).

 

18. Earnings/(losses) per Share (“EPS”)

 

Basic earnings/(losses) per share was calculated by dividing the profit for the period attributable to the owners of the common shares by the weighted average number of common shares issued and outstanding during the period.

 

Diluted earnings/(losses) per share is calculated by dividing the profit for the period attributable to the owners of the Group by the weighted average number of all potential ordinary shares assumed to have been converted into common shares, unless such potential ordinary shares have an antidilutive effect.

 

The following reflects the earnings/(losses) and share data used in the basic and diluted earnings/(losses) per share computations:

 

 

 

For the three months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

Basic earnings/(loss) per share

 

 

 

 

 

Profit/(loss) for the period attributable to owners of the Group

 

5,335

 

18,214

 

Less:

 

 

 

 

 

Dividend on preference shares

 

(2,516

)

(2,516

)

Profit/(loss) for the period available to owners of the Group

 

2,819

 

15,698

 

Weighted average number of shares outstanding, basic

 

80,631,298

 

80,814,285

 

Basic earnings/(loss) per share

 

0.03

 

0.19

 

Diluted earnings/(loss) per share

 

 

 

 

 

Profit/(loss) for the period available to owners of the Group used in the calculation of diluted earnings/(loss) per share

 

2,819

 

15,698

 

Weighted average number of shares outstanding, basic

 

80,631,298

 

80,814,285

 

Dilutive potential ordinary shares

 

643,263

 

722,479

 

Weighted average number of shares used in the calculation of diluted earnings/(loss) per share

 

81,274,561

 

81,536,764

 

Diluted earnings/(loss) per share

 

0.03

 

0.19

 

 

The Group excluded the dilutive effect of 971,911 SARs in calculating diluted EPS for the three months ended September 30, 2018, as they were anti-dilutive (September 30, 2017: 1,018,089 SARs).

 

F-21


 

  

 

For the nine months ended

 

 

 

September 30,
2017

 

September 30,
2018

 

Basic (loss)/earnings per share 

 

 

 

 

 

Profit for the period attributable to owners of the Group 

 

6,572

 

33,898

 

Less:

 

 

 

 

 

Dividend on preference shares

 

(7,548

)

(7,548

)

(Loss)/profit for the period available to owners of the Group

 

(976

)

26,350

 

Weighted average number of shares outstanding, basic 

 

80,605,848

 

80,777,386

 

Basic (loss)/earnings per share 

 

(0.01

)

0.33

 

Diluted (loss)/earnings per share 

 

 

 

 

 

(Loss)/profit for the period available to owners of the Group used in the calculation of diluted (loss)/earnings per share 

 

(976

)

26,350

 

Weighted average number of shares outstanding, basic 

 

80,605,848

 

80,777,386

 

Dilutive potential ordinary shares  

 

 

749,050

 

Weighted average number of shares used in the calculation of diluted (loss)/earnings per share 

 

80,605,848

 

81,526,436

 

Diluted (loss)/earnings per share 

 

(0.01

)

0.32

 

 

The Group excluded the dilutive effect of 971,911 SARs in calculating diluted EPS for the nine months ended September 30, 2018, as they were anti-dilutive (September 30, 2017: 2,130,982 SARs and 438,595 RSUs).

 

19. Subsequent Events

 

On October 25, 2018, GasLog Partners announced an agreement with GasLog to purchase 100% of the ownership interest in GAS-twenty seven Ltd., the entity that owns the Methane Becki Anne. The vessel is currently on a multi-year time charter with a subsidiary of Shell through March 2024 and Shell has a unilateral option to extend the term of the time charter for a period of either three or five years. The aggregate sale price is $207,400.

 

On October 31, 2018, the board of directors declared a quarterly cash dividend of $0.15 per common share payable on November 21, 2018 to shareholders of record as of November 12, 2018.

 

In the period from October 1, 2018 through October 29, 2018, GasLog Partners issued and received payment for an additional 259,104 common units at a weighted average price of $24.06 per unit for total net proceeds of $6,192 through its ATM Programme.

 

F-22