0001104659-23-058731.txt : 20230511 0001104659-23-058731.hdr.sgml : 20230511 20230511064539 ACCESSION NUMBER: 0001104659-23-058731 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230511 FILED AS OF DATE: 20230511 DATE AS OF CHANGE: 20230511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GasLog Ltd. CENTRAL INDEX KEY: 0001534126 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35466 FILM NUMBER: 23908717 BUSINESS ADDRESS: STREET 1: C/O GASLOG SERVICES UK LTD STREET 2: 81 KINGS ROAD CITY: LONDON STATE: X0 ZIP: SW3 4NX BUSINESS PHONE: 44 0 203 388 3109 MAIL ADDRESS: STREET 1: C/O GASLOG SERVICES UK LTD STREET 2: 81 KINGS ROAD CITY: LONDON STATE: X0 ZIP: SW3 4NX 6-K 1 tm2315145d1_6k.htm FORM 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

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

EXCHANGE ACT OF 1934

 

For the month of May 2023

 

Commission File Number 001-35466

 

GasLog Ltd.

(Translation of registrant’s name into English)

 

c/o GasLog LNG Services Ltd.

69 Akti Miaouli, 18537

Piraeus, Greece

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  þ     Form 40-F  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
   
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

   

 

 

The press release issued by GasLog Ltd. on May 11, 2023, relating to its results for the three-month period ended March 31, 2023, is attached hereto as Exhibit 99.1.

 

 

 

EXHIBIT LIST

 

Exhibit   Description
     
99.1   Press Release dated May 11, 2023

 

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SIGNATURES

 

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

 

Date: May 11, 2023          
           
  GASLOG LTD.,
           
    by /s/ Paolo Enoizi  
      Name: Paolo Enoizi  
      Title: Chief Executive Officer  

 

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EX-99.1 2 tm2315145d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Press Release

 

GasLog Ltd. Reports Financial Results for the Three-Month Period Ended March 31, 2023

 

Hamilton, Bermuda, May 11, 2023, GasLog Ltd. and its subsidiaries (“GasLog”, “Group” or “Company”) (NYSE: GLOG-PA), an international owner, operator and manager of liquefied natural gas (“LNG”) carriers, today reported its financial results for the quarter ended March 31, 2023.

 

Recent Developments

 

Agreement for Sale of GasLog Athens

 

On January 17, 2023, GasLog Hellas-2 Special Maritime Enterprise, the vessel-owning entity of the GasLog Athens, a 145,000 cubic meter (“cbm”) steam turbine propulsion (“Steam”) LNG carrier, entered into a Memorandum of Agreement with respect to the sale of its vessel to an unrelated third party, resulting in the reclassification of the vessel as held for sale and the recognition of a non-cash impairment loss of $9.3 million as of March 31, 2023. The transaction is expected to be completed upon redelivery of the vessel from its current charterer.

 

Sale and Lease-Back Arrangements

 

On March 30, 2023, GasLog Partners LP (“GasLog Partners” or the “Partnership”) completed the sale and lease-back of the GasLog Sydney, a 155,000 cbm tri-fuel diesel electric (“TFDE”) LNG carrier, built in 2013, with a wholly owned subsidiary of China Development Bank Leasing (“CDBL”). The vessel was sold and leased back under a bareboat charter with CDBL for a period of five years with no repurchase option or obligation, at a price of $140.0 million. The completion of the transaction resulted in the recognition of a non-cash impairment loss of $0.1 million and a loss on disposal of $0.7 million.

 

On March 30, 2023, GasLog completed the sale and lease-back of the GasLog Saratoga, a 155,000 cbm TFDE LNG carrier, built in 2014, with CDBL. The vessel was sold and leased back under a bareboat charter with CDBL for a period of five years with no repurchase option or obligation, at a price of $144.0 million. The completion of the transaction resulted in the recognition of a non-cash impairment loss of $6.1 million and of a loss on disposal of $0.6 million.

 

Merger Agreement with GasLog Partners

 

On April 6, 2023, GasLog and subsidiaries of GasLog entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Partnership. Pursuant to the Merger Agreement, GasLog will acquire the outstanding common units of the Partnership not beneficially owned by GasLog (the “Transaction”) for overall consideration of $8.65 per common unit in cash, consisting in part of a special distribution by the Partnership of $3.28 per common unit in cash that will be distributed to the Partnership’s unitholders in connection with the closing of the Transaction and the remainder to be paid by GasLog as merger consideration at the closing of the Transaction.

 

The conflicts committee (the “Conflicts Committee”) of the Partnership’s board of directors, comprised solely of independent directors and advised by its own independent legal and financial advisors, unanimously recommended that the Partnership’s board of directors approve the Merger Agreement and determined that the Transaction was in the best interests of the Partnership and the holders of its common units unaffiliated with GasLog. Acting upon the recommendation and approval of the Conflicts Committee, the Partnership’s board of directors unanimously approved the Merger Agreement and the Transaction and recommended that the common unitholders of the Partnership vote in favor of the Transaction.

 

The Transaction is expected to close by the end of the third quarter of 2023, subject to approval of the Transaction by holders of a majority of the common units of the Partnership and the satisfaction of certain closing conditions. GasLog owns 30.2% of the common units of the Partnership and has entered into a support agreement with the Partnership committing to vote its common units in favor of the Transaction. Upon closing of the Transaction, the Partnership’s preference units will continue to trade on the New York Stock Exchange.

 

New Charter Agreements

 

During the first quarter of 2023, GasLog signed a time charter agreement for the GasLog Singapore, a TFDE LNG carrier, with New Fortress Energy Transport Partners LLC (“NFE Transport Partners LLC”) for approximately two years and the time charter agreement of the GasLog Geneva, a TFDE LNG carrier, with a wholly owned subsidiary of Shell plc (“Shell”) was extended by five years, following the exercise of their extension option, with the contract now due to expire in 2028. Post-quarter end the time charter agreement of the GasLog Gibraltar, a TFDE LNG carrier, with Shell was extended by five years, following the exercise of their extension option, with the contract now to expire in 2028.

 

Dividend Declarations 

 

On May 10, 2023, the board of directors declared a quarterly cash dividend of $0.15 per common share, or $14.3 million in the aggregate, payable on May 12, 2023, to shareholders of record as of May 11, 2023.

 

On May 10, 2023, the board of directors declared a dividend on the Series A Preference Shares of $0.546875 per share, or $2.5 million in the aggregate, payable on July 3, 2023, to holders of record as of June 30, 2023.

 

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Financial Summary

 

Amounts in thousands of U.S. Dollars   For the three months ended  
    March 31, 2022     March 31, 2023  
Revenues   $ 213,723     $ 231,299  
Profit for the period   $ 71,052     $ 45,024  
Adjusted EBITDA1   $ 157,533     $ 180,088  
Adjusted Profit1   $ 58,034     $ 69,959  

 1 Adjusted EBITDA and Adjusted Profit are non-GAAP financial measures and should not be used in isolation or as substitutes for GasLog’s financial results presented in accordance with International Financial Reporting Standards (“IFRS”). For the definitions and reconciliations of these measures to the most directly comparable financial measures calculated and presented in accordance with IFRS, please refer to Exhibit II at the end of this press release.

 

There were 2,908 available days for the quarter ended March 31, 2023, as compared to 3,150 available days for the quarter ended March 31, 2022. Available days represent total calendar days in the period after deducting off-hire days where vessels are undergoing dry-dockings and unavailable days (for example, days before and after a dry-docking where the vessel has limited practical ability for chartering opportunities). The decrease in available days was attributable to the sale of the Methane Shirley Elisabeth in September 2022, the increase in off-hire days for scheduled dry-dockings (nil dry-docking off-hire days in the three-month period ended March 31, 2022, compared to 65 dry-docking off-hire days in the three-month period ended March 31, 2023) and to the Floating Storage Regasification Unit (“FSRU”) conversion of the Alexandroupoli that started in February 2023.

 

Revenues were $231.3 million for the quarter ended March 31, 2023 ($213.7 million for the quarter ended March 31, 2022). The increase in revenues is mainly attributable to a net increase in revenues from our vessels operating in the spot and short-term markets in the first quarter of 2023, under time charters that were executed in 2022. This net increase was partially offset by a decrease in revenues from the off-hire days due to the scheduled dry-docking of our vessels in the first quarter of 2023 (nil dry-dockings in the same period in 2022) and the sale of the Methane Shirley Elisabeth in the third quarter of 2022.

 

Profit for the period was $45.0 million for the quarter ended March 31, 2023 (profit of $71.1 million for the quarter ended March 31, 2022). The decrease in profit is mainly attributable to the decrease in gain from marked-to-market valuation of our derivative financial instruments carried at fair value through profit or loss due to changes in the forward yield curve and the increase in financial costs, mainly attributable to the increase in interest expense on loans, partially offset by the decrease in realized loss from derivatives held for trading, both as a result of the increased interest rates in the first quarter of 2023 as compared to the same period in 2022, the increase in revenues, as discussed above, and the decrease in non-cash impairment loss recognized in the first quarter of 2023 compared to the same quarter in 2022.

 

Adjusted EBITDA was $180.1 million for the quarter ended March 31, 2023 ($157.5 million for the quarter ended March 31, 2022). The increase in Adjusted EBITDA is mainly attributable to the increase in revenues of $17.6 million, as discussed above and a decrease of $3.6 million in vessel operating and supervision costs, largely related to cost savings in 2023 following the relaxation of our COVID-19 enhanced protocols and a more favorable Euro/United States Dollar exchange rate in the first quarter of 2023 compared to the same period in 2022.

 

Adjusted Profit was $70.0 million for the quarter ended March 31, 2023 ($58.0 million for the quarter ended March 31, 2022). The increase in Adjusted Profit is mainly attributable to the increase in Adjusted EBITDA, the decrease in realized loss from derivatives held for trading and the increase in financial income, partially offset by the increase in financial costs, all as a result of the increase in interest rates in the first quarter of 2023 as compared to the same period in 2022.

 

As of March 31, 2023, GasLog had $413.1 million of cash and cash equivalents. An additional amount of $91.5 million of time deposits with an original duration greater than three months was classified under short-term cash deposits.

 

As of March 31, 2023, GasLog had an aggregate of $3.0 billion of indebtedness outstanding under its credit facilities and bond agreements, of which $372.3 million is repayable within one year. Current bank borrowings include an amount of a) $156.7 million with respect to the credit facility of up to $450.0 million of GAS-four Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd. with Credit Suisse AG, Nordea Bank Abp, filial I Norge, Iyo Bank Ltd., Singapore Branch and the Development Bank of Japan, Inc. which matures in February 2024 and b) $32.5 million with respect to the associated debt of the vessel classified as held for sale as of March 31, 2023. Furthermore, as of March 31, 2023, we also had an aggregate of $435.7 million of lease liabilities, of which $69.6 million is payable within one year.

 

As of March 31, 2023, the total remaining balance of the contract prices of the four LNG carriers on order was $639.0 million, of which $82.8 million is due within 12 months and will be funded by the four sale and leaseback agreements entered into on July 6, 2022 with CMB Financial Leasing Co., Ltd. (“CMBFL”).

 

As of March 31, 2023, GasLog’s current assets totaled $625.2 million, while current liabilities totaled $625.3 million, resulting in a negative working capital position of $0.1 million. Current liabilities include $66.5 million of unearned revenue in relation to hires received in advance of March 31, 2023 (which represents a non-cash liability that will be recognized as revenue in April 2023 as the services are rendered).

 

 

GasLog Partners Preference Unit Repurchase Programme

 

In the quarter ended March 31, 2023, there were no repurchases of preference units, due to an extended blackout period in relation to the Transaction.

 

Since inception of the GasLog Partners’ preference unit repurchase programme in March 2021, and up to March 31, 2023, GasLog Partners has repurchased and cancelled 665,016 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units, 1,103,618

 

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8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units and 938,955 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units, at a weighted average price of $24.64, $25.01 and $25.03 per preference unit for Series A, Series B and Series C, respectively, for an aggregate amount of $67.6 million, including commissions.

 

Fleet Update

 

Owned Fleet

 

As of May 11, 2023, our wholly owned fleet consisted of the following vessels:

 

Vessel Name   Year 
Built
  Cargo
Capacity
(cbm)
  Charterer (for
contracts of more
than six months)
  Propulsion   Charter
Expiration(1)
  Optional
Period(2)
1 Alexandroupoli (3)   2010   153,600   n/a   TFDE   n/a   n/a
2 GasLog Athens   2006   145,000   DESFA (4)   Steam   June 2023  
3 GasLog Savannah   2010   155,000   Multinational Oil and Gas Company   TFDE   July 2024   2025 (5)
4 GasLog Singapore   2010   155,000   NFE Transport Partners LLC   TFDE   March 2025   June 2025 (6)
5 GasLog Genoa   2018   174,000   Shell   Dual-fuel medium speed propulsion (“X-DF”)   March 2027   2030-2033 (7)
6 GasLog Windsor   2020   180,000   Centrica (8)   X-DF   April 2027   2029-2033 (8)
7 GasLog Westminster   2020   180,000   Centrica   X-DF   July 2027   2029-2033 (8)
8 GasLog Georgetown   2020   174,000   Cheniere (9)   X-DF   November 2027   2030-2034 (9)
9 GasLog Galveston   2021   174,000   Cheniere   X-DF   January 2028   2031-2035 (9)
10 GasLog Wellington   2021   180,000   Cheniere   X-DF   June 2028   2031-2035 (9)
11 GasLog Winchester   2021   180,000   Cheniere   X-DF   August 2028   2031-2035 (9)
12 GasLog Gladstone   2019   174,000   Shell   X-DF    January 2029   2032-2035 (7)
13 GasLog Warsaw   2019   180,000   Endesa (10)   X-DF   May 2029   2035-2041 (10)
14 GasLog Wales   2020   180,000   Jera (11)   X-DF   March 2032   2035-2038 (11)

 

As of May 11, 2023, the Partnership’s owned fleet consisted of the following vessels:

 

Vessel Name   Year 
Built
   Cargo
Capacity
(cbm)
  Charterer (for
contracts of more
than six months)
  Propulsion   Charter Expiration(1)   Optional
Period(2)
1 Methane Rita Andrea   2006   145,000   Energy Major   Steam   October 2023  
2 Methane Alison Victoria   2007   145,000   CNTIC VPower (12)   Steam   October 2023   2024-2025 (12)
3 Solaris   2014   155,000   Energy Major   TFDE   October 2023  
4 GasLog Santiago   2013   155,000   Trafigura (13)   TFDE   December 2023   2028 (13)  
5 GasLog Seattle   2013   155,000   Energy Trading Company (14)   TFDE   March 2024  
6 Methane Jane Elizabeth   2006   145,000   Cheniere   Steam   March 2024   2025 (9)
7 GasLog Greece   2016   174,000   Shell   TFDE   March 2026   2031 (7)
8 GasLog Glasgow   2016   174,000   Shell   TFDE   June 2026   2031 (7)
9 GasLog Geneva   2016   174,000   Shell   TFDE   September 2028   2031 (7)
10 GasLog Gibraltar   2016   174,000   Shell   TFDE   October 2028   2031 (7)
11 Methane Becki Anne   2010   170,000   Shell   TFDE   March 2029  

 

Bareboat Vessels

 

As of May 11, 2023, our bareboat fleet consisted of the following vessels:

 

Vessel Name

 

Year
Built

 

Cargo
Capacity
(cbm)

 

Charterer (for
contracts of more
than six months)
 

 

Propulsion

 

Charter
Expiration(1)

 

Optional
Period(2)

1 GasLog Skagen   2013   155,000   Tokyo LNG (15)   TFDE   September 2024  
2 GasLog Saratoga (16)   2014   155,000   Mitsui (17)   TFDE    September 2024  
3 GasLog Hong Kong   2018   174,000   TotalEnergies (18)   X-DF   December 2025   2028 (18)
4 GasLog Salem   2015   155,000   Gunvor (19)   TFDE   March 2026  
5 Methane Julia Louise   2010   170,000   Shell   TFDE   March 2026   2029-2031 (7)
6 GasLog Houston   2018   174,000   Shell   X-DF   May 2028   2031-2034 (7)

 

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As of May 11, 2023, the Partnership’s bareboat fleet consisted of the following vessels:

 

Vessel Name

 

Year
Built

 

Cargo
Capacity
(cbm)

 

Charterer (for
contracts of
more than six
months)
 

 

Propulsion

 

Charter
Expiration(1)

 

Optional
Period(2)

1 GasLog Sydney (16)   2013   155,000   Spot market   TFDE    
2 GasLog Shanghai   2013   155,000   Woodside (20)   TFDE   February 2025   2026 (20)
3 Methane Heather Sally   2007   145,000   SEA Charterer (21)   Steam   July 2025  

 

(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.

 

(3)The vessel GasLog Chelsea was renamed to Alexandroupoli in February 2023. The vessel is currently undergoing conversion into an FSRU.

 

(4)The vessel is chartered to the Hellenic Gas Transmission System Operator (DESFA) S.A. (“DESFA”) for a period of one year. Upon redelivery from DESFA, the vessel will be sold to an unrelated third party.

 

(5)The charterer has the right to extend the charter by one additional period of one year, provided that the charterer gives us advance notice of the declaration.

 

(6)The vessel is chartered to NFE Transport Partners LLC. The charterer has the right to extend the charter by an additional period of 90 days, provided that the charterer gives us advance notice of the declaration.

 

(7)Shell has the right to extend the charters of (a) the GasLog Genoa, the GasLog Houston and the GasLog Gladstone by two additional periods of three years, (b) the Methane Julia Louise for a period of either three or five years, (c) the GasLog Greece and the GasLog Glasgow for a period of five years and (d) the GasLog Geneva and the GasLog Gibraltar for a period of three years, provided that Shell gives us advance notice of the declarations.

 

(8)The vessels are chartered to Pioneer Shipping Limited, a wholly owned subsidiary of Centrica Plc (“Centrica”). Centrica has the right to extend the charters by three additional periods of two years, provided that Centrica gives us advance notice of declaration.

 

(9)The vessel is chartered to Cheniere Marketing International LLP, a wholly owned subsidiary of Cheniere Energy, Inc. (“Cheniere”). Cheniere has the right to extend the charters of (a) the GasLog Georgetown, the GasLog Galveston, the GasLog Wellington and the GasLog Winchester by three consecutive periods of three years, two years and two years, respectively and (b) the Methane Jane Elizabeth by an additional period of one year, provided that Cheniere gives us advance notice of the declarations.

 

(10)“Endesa” refers to Endesa S.A. Endesa has the right to extend the charter of the GasLog Warsaw by two additional periods of six years, provided that Endesa gives us advance notice of declaration.

 

(11)“Jera” refers to LNG Marine Transport Limited, the principal LNG shipping entity of Japan’s Jera Co., Inc. Jera has the right to extend the charter by two additional periods of three years, provided that Jera gives us advance notice of declaration.

 

(12)The vessel is chartered to CNTIC VPower Energy Ltd. (“CNTIC VPower”), an independent Chinese energy company. CNTIC VPower may extend the term of the related charter by two additional periods of one year, provided that the charterer gives us advance notice of declaration.

 

(13)The vessel is chartered to Trafigura Maritime Logistics PTE Ltd. (“Trafigura”). Trafigura may extend the term of this time charter for a five-year period, provided that the charterer gives us advance notice of declaration.

 

(14)The vessel is chartered to a Swiss-headquartered energy trading company.

 

(15)The vessel is chartered to Tokyo LNG Tanker Co. Ltd. (“Tokyo LNG”).

 

(16)On March 30, 2023 GAS-five Ltd. and GAS-nine Ltd. sold the GasLog Sydney and the GasLog Saratoga respectively, to CDBL and leased them back for a period of five years, with no repurchase option or obligation.

 

(17)The vessel is chartered to Mitsui & Co., Ltd. (“Mitsui”).

 

(18)The vessel is chartered to TotalEnergies Gas & Power Limited, a wholly owned subsidiary of TotalEnergies SE (“TotalEnergies”). TotalEnergies has the right to extend the charter for a period of three years, provided that TotalEnergies provides us with advance notice of declaration.

 

(19)The vessel is chartered to Clearlake Shipping Pte. Ltd., a wholly owned subsidiary of Gunvor Group Ltd. (“Gunvor”).

 

(20)The vessel is chartered to Woodside Energy Shipping Singapore Pte. Ltd. (“Woodside”). The charterer has the right to extend the charter by one additional period of one year, provided that the charterer gives us advance notice of declaration.

 

(21)The vessel is chartered to a Southeast Asian charterer (“SEA Charterer”).

 

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 has agreed, and has caused our controlled affiliates (other than GasLog Partners, its general partner and its subsidiaries) to agree, not to acquire, own, operate or charter any LNG carrier with a cargo capacity greater than 75,000 cbm engaged in oceangoing LNG transportation under a charter for five full years or more without, within 30 calendar days after the consummation of the acquisition or the commencement of the operations or charter of such a vessel, notifying and offering GasLog Partners the opportunity to purchase such a vessel at fair market value.

 

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Future Deliveries

 

As of May 11, 2023, GasLog has four newbuildings on order at Daewoo Shipbuilding and Marine Engineering Co., Ltd.:

 

 

LNG Carrier Expected Delivery Cargo
Capacity
(cbm)
 

Charterer

Propulsion(1)  

Estimated Charter
Expiration(2)

 
Hull No. 2532   Q3 2024   174,000   Multinational Oil and Gas Company   MEGI   2031  
Hull No. 2533   Q3 2024   174,000   Mitsui   MEGI   2033  
Hull No. 2534   Q3 2025   174,000   Woodside   MEGI   2035  
Hull No. 2535   Q4 2025   174,000   Woodside   MEGI   2035  

 

 
(1)M-type, Electronically controlled Gas Injection (“MEGI”) engine.
(2)Charter expiration to be determined based upon actual date of delivery.

 

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EXHIBIT I - Unaudited Interim Financial Information

 

Unaudited condensed consolidated statements of financial position

As of December 31, 2022 and March 31, 2023

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

 

    December 31, 2022    March 31, 2023 
Assets        
Non-current assets        
Goodwill   9,511   9,511
Investment in associates   28,823   35,461
Deferred financing costs   8,778   8,292
Other non-current assets   2,092   2,297
Derivative financial instruments, non-current portion   13,225   6,307
Tangible fixed assets   4,514,663   3,995,938
Vessels under construction   210,099   398,779
Right-of-use assets   416,485   533,265
Total non-current assets   5,203,676   4,989,850
Current assets        
Vessel held for sale     54,450
Trade and other receivables   22,897   28,235
Dividends receivable and other amounts due from related parties   61   607
Derivative financial instruments, current portion   25,383   19,200
Inventories   8,483   9,156
Prepayments and other current assets   7,262   8,876
Short-term cash deposits   36,000   91,500
Cash and cash equivalents   368,286   413,126
Total current assets   468,372   625,150
Total assets   5,672,048   5,615,000
Equity and liabilities        
Equity        
Preference shares   46   46
Share capital   954   954
Contributed surplus   658,888   658,888
Reserves   16,464   14,567
Retained earnings   108,685   109,896
Equity attributable to owners of the Group   785,037   784,351
Non-controlling interests   936,741   957,210
Total equity   1,721,778   1,741,561
Current liabilities        
Trade accounts payable   19,725   15,487
Ship management creditors   14   72
Amounts due to related parties   26   185
Derivative financial instruments, current portion   2,834   2,884
Other payables and accruals   166,932   164,781
Borrowings, current portion   294,977   372,299
Lease liabilities, current portion   48,548   69,633
Total current liabilities   533,056   625,341
Non-current liabilities        
Derivative financial instruments, non-current portion   5,498   11,762
Borrowings, non-current portion   3,004,767   2,657,868
Lease liabilities, non-current portion   287,828   366,052
Other non-current liabilities   119,121   212,416
Total non-current liabilities   3,417,214   3,248,098
Total equity and liabilities   5,672,048   5,615,000

 

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Unaudited condensed consolidated statements of profit or loss

For the three months ended March 31, 2022 and 2023

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

 

    For the three months ended  
    March 31,
2022
  March 31,
2023
 
Revenues   213,723   231,299  
Voyage expenses and commissions   (5,332 ) (4,715 )
Vessel operating and supervision costs   (43,637 ) (40,021 )
Depreciation   (54,833 ) (56,234 )
Impairment loss   (28,884 ) (11,740 )
Loss on disposal of non-current assets   (577 ) (1,309 )
General and administrative expenses   (10,018 ) (8,561 )
Profit from operations   70,442   108,719  
Financial costs   (37,369 ) (64,497 )
Financial income   59   4,039  
Gain/(loss) on derivatives   37,401   (3,670 )
Share of profit of associates   519   433  
Total other income/(expenses), net   610   (63,695 )
Profit for the period   71,052   45,024  
Attributable to:          
Owners of the Group   44,795   18,035  
Non-controlling interests   26,257   26,989  
    71,052   45,024  

 

 7 

 

 

Unaudited condensed consolidated statements of cash flows

For the three months ended March 31, 2022 and 2023

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

 

  For the three months ended
  March 31, 2022   March 31, 2023  
Cash flows from operating activities:          
Profit for the period   71,052   45,024  
Adjustments for:          
Depreciation   54,833   56,234  
Impairment loss   28,884   11,740  
Loss on disposal of non-current assets   577   1,309  
Share of profit of associates   (519 ) (433 )
Financial income   (59 ) (4,039 )
Financial costs   37,369   64,497  
(Gain)/loss on derivatives (excluding realized loss/gain on forward foreign exchange contracts held for trading)   (38,036 ) 5,178  
Share-based compensation   256   146  
    154,357   179,656  
Movements in working capital   (5,048 ) (6,251 )
Net cash provided by operating activities   149,309   173,405  
Cash flows from investing activities:          
Payments for tangible fixed assets and vessels under construction   (98,971 ) (86,787 )
Proceeds from sale and leaseback, net of commissions   125,968   284,000  
Proceeds from FSRU forthcoming sale   79,526   92,825  
Other investments     (6,630 )
Payments for right-of-use assets     (760 )
Purchase of short-term cash deposits     (72,500 )
Maturity of short-term cash deposits     17,000  
Financial income received   30   3,095  
Net cash provided by investing activities   106,553   230,243  
Cash flows from financing activities:          
Proceeds from loans and bonds   315,000   61,549  
Loan and bond repayments   (492,099 ) (330,807 )
Principal elements of lease payments   (7,824 ) (10,297 )
Interest paid   (45,409 ) (62,510 )
Release of cash collaterals for swaps   990    
Payment of loan and bond issuance costs   (3,637 ) (285 )
Proceeds from interest rate swaps termination     3,706  
Payment of equity raising costs   (20 )  
Dividends paid (common and preference)   (31,318 ) (20,828 )
Repurchase of GasLog Partners’ preference units   (10,002 )  
Net cash used in financing activities   (274,319 ) (359,472 )
Effects of exchange rate changes on cash and cash equivalents   (305 ) 664  
(Decrease)/increase in cash and cash equivalents   (18,762 ) 44,840  
Cash and cash equivalents, beginning of the period   282,246   368,286  
Cash and cash equivalents, end of the period   263,484   413,126  

 

 8 

 

 

EXHIBIT II

 

 

Non-GAAP Financial Measures:

 

EBITDA, Adjusted EBITDA and Adjusted Profit

 

EBITDA is defined as earnings before depreciation, amortization, financial income and costs, gain/loss on derivatives and taxes. Adjusted EBITDA is defined as EBITDA before foreign exchange gains/losses, impairment loss, gain/loss on disposal of non-current assets, restructuring costs and the costs relating to the 2022 take-private transaction with BlackRock’s Global Energy & Power Infrastructure team and the Transaction (collectively such costs, the “Transaction Costs”). Adjusted Profit represents earnings before write-off and accelerated amortization of unamortized loan fees/bond fees and premium, foreign exchange gains/losses, unrealized foreign exchange losses on cash and bond, impairment loss, swap optimization costs (with respect to cash collateral amendments), gain/loss on disposal of non-current assets, restructuring costs, Transaction Costs and non-cash gain/loss on derivatives that includes (if any) (a) unrealized gain/loss on derivative financial instruments held for trading, (b) recycled loss of cash flow hedges reclassified to profit or loss and (c) ineffective portion of cash flow hedges. EBITDA, Adjusted EBITDA and Adjusted Profit are non-GAAP financial measures that are used as supplemental financial measures by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that these non-GAAP financial measures assist our management and investors by increasing the comparability of our performance from period to period. We believe that including EBITDA, Adjusted EBITDA and Adjusted Profit assists our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our ongoing financial and operational strength in assessing whether to purchase and/or to continue to hold our common shares. This is achieved by excluding the potentially disparate effects between periods of, in the case of EBITDA and Adjusted EBITDA, financial costs, gain/loss on derivatives, taxes, depreciation and amortization; in the case of Adjusted EBITDA, foreign exchange gains/losses, impairment loss, gain/loss on disposal of non-current assets, restructuring costs and Transaction Costs; and in the case of Adjusted Profit, write-off and accelerated amortization of unamortized loan/bond fees and premium, foreign exchange gains/losses, unrealized foreign exchange losses on cash and bond, impairment loss, swap optimization costs (with respect to cash collateral amendments), gain/loss on disposal of non-current assets, restructuring costs, Transaction Costs and non-cash gain/loss on derivatives, which items are affected by various and possibly changing financing methods, financial market conditions, capital structure and historical cost basis, and which items may significantly affect results of operations between periods.

 

EBITDA, Adjusted EBITDA and Adjusted Profit have limitations as analytical tools and should not be considered as alternatives to, or as substitutes for, or superior to, profit, profit from operations, or any other measure of operating performance presented in accordance with IFRS. Some of these limitations include the fact that they do not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments, (ii) changes in, or cash requirements for, our working capital needs and (iii) the cash requirements necessary to service interest or principal payments on our debt. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. EBITDA, Adjusted EBITDA and Adjusted Profit are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows and other companies in our industry may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

 

In evaluating Adjusted EBITDA and Adjusted Profit, you should be aware that in the future we may incur expenses that are the same as, or similar to, some of the adjustments in this presentation. Our presentation of Adjusted EBITDA and Adjusted Profit should not be construed as an inference that our future results will be unaffected by the excluded items. Therefore, the non-GAAP financial measures as presented below may not be comparable to similarly titled measures of other companies in the shipping or other industries.

 

 

Reconciliation of Profit to EBITDA and Adjusted EBITDA:

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

 

  For the three months ended  
  March 31, 2022   March 31, 2023  
Profit for the period   71,052   45,024  
Depreciation   54,833   56,234  
Financial costs   37,369   64,497  
Financial income   (59 ) (4,039 )
(Gain)/loss on derivatives   (37,401 ) 3,670  
EBITDA   125,794   165,386  
Foreign exchange losses, net   279   693  
Restructuring costs   1,478   136  
Transaction Costs   521   824  
Impairment loss   28,884   11,740  
Loss on disposal of non-current assets   577   1,309  
Adjusted EBITDA   157,533   180,088  

 

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Reconciliation of Profit to Adjusted Profit:

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

 

  For the three months ended  
  March 31, 2022   March 31, 2023  
Profit for the period   71,052   45,024  
Non-cash (gain)/loss on derivatives   (46,212 ) 9,221  
Write-off of unamortized loan fees   1,150   1,676  
Foreign exchange losses, net   279   693  
Restructuring costs   1,478   136  
Transaction Costs   521   824  
Impairment loss   28,884   11,740  
Loss on disposal of non-current assets   577   1,309  
Unrealized foreign exchange losses/(gains), net on cash   305   (664 )
Adjusted Profit   58,034   69,959  

 

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