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 October 2021
Commission File Number 001-36433
GasLog Partners LP
(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 ¨
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 Partners LP on October 27, 2021 relating to its results for the three-month period ended September 30, 2021 and the related financial report are attached hereto as Exhibits 99.1 and 99.2 – 99.3, respectively.
INCORPORATION BY REFERENCE
Exhibits 99.2 and 99.3 to this Report on Form 6-K shall be incorporated by reference into our registration statement on Form F-3 (File No. 333-249399), filed with the Securities and Exchange Commission (the “SEC”) on October 9, 2020 and the registration statement on Form S-8 (File No. 333-203139), filed with the SEC on March 31, 2015, in each case to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
EXHIBIT LIST
Exhibit | Description | |
99.1 | Press Release dated October 27, 2021 | |
99.2 | Financial Report for the Three and Nine Months Ended September 30, 2021 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operation | ||
99.3 | Unaudited Condensed Consolidated Financial Statements |
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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: October 27, 2021 | ||||
GASLOG PARTNERS LP | ||||
by | /s/ Paolo Enoizi | |||
Name: Paolo Enoizi | ||||
Title: Chief Executive Officer |
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Exhibit 99.1
Press Release
GasLog Partners LP Reports Financial Results for the Three-Month Period Ended September 30, 2021 and Declares Cash Distribution
Majuro, Marshall Islands, October 27, 2021, GasLog Partners LP (“GasLog Partners” or the “Partnership”) (NYSE: GLOP), an international owner and operator of liquefied natural gas (“LNG”) carriers, today reported its financial results for the three-month period ended September 30, 2021.
Highlights
· | Signed a one-year time charter agreement for the GasLog Seattle with TotalEnergies SE (“TotalEnergies”) and extended the time charter of the GasLog Santiago with Trafigura Maritime Logistics PTE Ltd. (“Trafigura”) for an additional twelve months. |
· | Repurchased $12.4 million of Series B and Series C Preference Units in the open market. |
· | Repaid $36.1 million of debt during the third quarter of 2021, or $90.9 million of debt in the first nine months of 2021. |
· | Post quarter-end, completed the sale and lease-back of the GasLog Shanghai with a wholly-owned subsidiary of China Development Bank Leasing (“CDBL”), releasing $20.1 million of incremental net liquidity. |
· | Quarterly Revenues, Profit, Adjusted Profit(1) and Adjusted EBITDA(1) of $80.5 million, $26.5 million, $24.7 million and $57.3 million, respectively. |
· | Quarterly Earnings per unit (“EPU”) of $0.37 and Adjusted EPU(1) of $0.34. |
· | Declared cash distribution of $0.01 per common unit for the third quarter of 2021. |
CEO Statement
Paolo Enoizi, Chief Executive Officer, commented: “I am pleased to report a strong operational and financial quarter for the Partnership. Our fleet performed with nearly 100% uptime, while our revenues and cash flows improved significantly from the second quarter.
During the third quarter, we repaid $36.1 million of debt, bringing the total amount of debt retired in the first nine months of 2021 to $90.9 million. We also repurchased approximately $12.4 million of preference units in the open market below par, reducing the fleet’s all-in cash break-even. In addition, we have 100% of available revenue days fixed in the fourth quarter of 2021 and 76% in 2022. This fixed charter coverage along with the cash flows generated thus far in 2021 more than covers all the Partnership’s operating, overhead, current debt service and other fixed obligations through at least 2022.
Our capital allocation priorities for 2022 remain focused on reducing our leverage and improving the cash break-even of our fleet. This may include accelerated debt repayment or further opportunistic repurchases of our preference units in the open market, subject to market conditions. Lower debt levels and cash break-even rates will position the Partnership for continued success in the spot and short-term market for LNG shipping.”
Financial Summary
For the three months ended | ||||||||||||
(All amounts expressed in thousands of U.S. dollars, except per unit amounts) | September 30, 2020 | September 30, 2021 | % Change | |||||||||
Revenues | 72,813 | 80,535 | 11 | % | ||||||||
Profit | 11,866 | 26,487 | 123 | % | ||||||||
EPU, common (basic) | 0.09 | 0.37 | 311 | % | ||||||||
Adjusted Profit(1) | 12,844 | 24,700 | 92 | % | ||||||||
Adjusted EBITDA(1) | 46,803 | 57,314 | 22 | % | ||||||||
Adjusted EPU, common (basic)(1) | 0.11 | 0.34 | 209 | % | ||||||||
Cash distribution per unit | 0.01 | 0.01 | — |
There were 1,321 available days for the three months ended September 30, 2021, as compared to 1,268 days for the three months ended September 30, 2020. The year-over-year increase in available days is mainly attributable to fewer off-hire days due to scheduled dry-dockings in the third quarter of 2021 (59 compared to 104 in the third quarter of 2020).
Management classifies the Partnership’s vessels from a commercial point of view into two categories: (a) spot fleet and (b) long-term fleet. The spot fleet includes all vessels under charter party agreements with an initial duration of less than (or equal to) five years (excluding optional periods), while the long-term fleet comprises all vessels with charter party agreements of an initial duration of more than five years (excluding optional periods).
For the three months ended September 30, 2020 and 2021, an analysis of available days, revenues and voyage expenses and commissions per category is presented below:
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For the three months ended September 30, 2020 | For the three months ended September 30, 2021 | |||||||||||||||
Amounts in thousands of U.S. dollars | Spot fleet | Long-term fleet | Spot fleet | Long-term fleet | ||||||||||||
Available days (*) | 563 | 705 | 828 | 493 | ||||||||||||
Revenues | 18,451 | 54,362 | 40,575 | 39,960 | ||||||||||||
Voyage expenses and commissions | (1,461 | ) | (785 | ) | (799 | ) | (572 | ) |
(*) Available days represent total calendar days in the period after deducting off-hire days where vessels are undergoing dry-dockings and unavailable days (i.e. days before and after a dry-docking where the vessel has limited practical ability for chartering opportunities).
Revenues increased by $7.7 million, from $72.8 million for the quarter ended September 30, 2020, to $80.5 million for the same period in 2021. The increase is mainly attributable to the improved performance of our spot fleet, in line with the ongoing improvement of the LNG shipping market in 2021, as well as fewer off-hire days due to scheduled dry-dockings in the third quarter of 2021, as discussed above.
Vessel operating costs decreased by $0.7 million, from $19.3 million for the quarter ended September 30, 2020, to $18.6 million for the same period in 2021. The decrease in vessel operating costs is mainly attributable to a decrease of $1.1 million in technical maintenance expenses primarily in connection with increased maintenance needs of the fleet in the third quarter of 2020 compared to the same period in 2021 and decreased insurance costs of $0.7 million, partially offset by an increase in crew costs of $1.0 million, mainly as a result of COVID-19 restrictions (increased costs for travelling and quarantines). Daily operating costs per vessel (after excluding calendar days for the Solaris, the operating costs of which are covered by the charterer) decreased from $15,005 per day for the three-month period ended September 30, 2020 to $14,406 per day for the three-month period ended September 30, 2021.
General and administrative expenses decreased by $2.1 million, from $5.4 million for the three-month period ended September 30, 2020, to $3.3 million for the same period in 2021. The decrease in general and administrative expenses is mainly attributable to a decrease of $1.1 million in amortization of share-based compensation and a decrease of $0.8 million in administrative services fees. Both decreases were driven by cost-reduction initiatives. As a result, daily general and administrative expenses decreased from $3,898 per vessel ownership day for the three-month period ended September 30, 2020, to $2,388 per vessel ownership day for the three-month period ended September 30, 2021.
The increase in Adjusted EBITDA(1) of $10.5 million, from $46.8 million in the third quarter of 2020 as compared to $57.3 million in the same period in 2021, is attributable to the increase in revenues of $7.7 million and an aggregate decrease of $2.8 million from reduced operating expenses and general and administrative expenses, as discussed above.
Financial costs decreased by $3.0 million, from $12.4 million for the quarter ended September 30, 2020, to $9.4 million for the same period in 2021. The decrease in financial costs is attributable to a decrease of $2.0 million in amortization of deferred loan issuance costs due to the loan refinancings completed in July 2020 and a decrease of $1.5 million in interest expense on loans, due to the lower London Interbank Offered Rate (“LIBOR”) rates in the three months ended September 30, 2021, as compared to the same period in 2020, as well as the reduced debt balances year-over-year, partially offset by an increase of $0.5 million in other financial costs. During the three-month period ended September 30, 2020, we had an average of $1,337.1 million of outstanding indebtedness with a weighted average interest rate of 2.7%, compared to an average of $1,232.9 million of outstanding indebtedness with a weighted average interest rate of 2.4% during the three-month period ended September 30, 2021.
Loss on derivatives decreased by $0.8 million, from $1.0 million for the three-month period ended September 30, 2020, to $0.2 million for the same period in 2021. The decrease is attributable to a net decrease of $0.9 million in realized loss on derivatives, partially offset by a net decrease of $0.1 million in unrealized gain from the mark-to-market valuation of derivatives which were carried at fair value through profit or loss.
The increase in profit of $14.6 million from $11.9 million in the third quarter of 2020, to $26.5 million in the third quarter of 2021 is mainly attributable to the increase of $10.5 million in Adjusted EBITDA(1) and the decrease of $3.0 million in financial costs, as discussed above.
The increase in Adjusted Profit(1) of $11.9 million, from $12.8 million in the third quarter of 2020, to $24.7 million in the third quarter of 2021, is mainly attributable to the increase of $10.5 million in Adjusted EBITDA(1) and the decrease of $1.5 million in interest expense on loans, as discussed above.
As of September 30, 2021, we had $110.2 million of cash and cash equivalents, out of which $48.3 million was held in current accounts and $61.9 million was held in time deposits with an original duration of up to three months.
As of September 30, 2021, we had an aggregate of $1,198.3 million of borrowings outstanding under our credit facilities, of which $195.7 million was repayable within one year. Current borrowings consist of an amount of $96.4 million which was prepaid pursuant to the completion of the sale and lease-back transaction of the GasLog Shanghai with CDBL in October 2021, and $99.3 million of scheduled debt amortization for the next twelve months.
(1) | Adjusted Profit, Adjusted EBITDA and Adjusted EPU are non-GAAP financial measures and should not be used in isolation or as substitutes for GasLog Partners’ 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. |
Sale and Lease-Back of the GasLog Shanghai
On October 26, 2021, GasLog Partners completed the sale and lease-back of the GasLog Shanghai, a 155,000 cubic meter (“cbm”) tri-fuel diesel
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electric propulsion (“TFDE”) LNG carrier, built in 2013, 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. The completion of the transaction released $20.1 million of incremental net liquidity (net sale proceeds less debt prepayment) to the Partnership, while the vessel remains on its charter with a subsidiary of Gunvor Group Ltd.
Preference Unit Repurchase Programme
In March 2021, the Partnership established a preference unit repurchase programme (the “Repurchase Programme”), which authorized the repurchase of preference units through March 31, 2023. In the three and nine months ended September 30, 2021, GasLog Partners repurchased and cancelled a total of 334,336 Series B Preference Units and 155,001 Series C Preference Units at a weighted average price below par of $24.64 per Series B Preference Unit and $24.89 per Series C Preference Unit, respectively, under the Repurchase Programme. The aggregate amount repaid during the period for repurchases of preference units was $12.4 million, including commissions.
Board of Directors Change
Mr. Daniel Bradshaw has notified us that he will step down from the Partnership’s board of directors (the “Board”) with effect from October 31, 2021 for personal reasons. The Board has appointed Ms. Kristin Holth as an Independent Director of the Board with effect from November 1, 2021 to fill the vacancy created by Mr. Bradshaw’s departure.
From 2017 to 2020 Ms. Holth served as Executive Vice President and Global Head of Ocean Industries in DNB Bank ASA, Norway’s largest financial services group. She has significant experience in capital markets and funding and has held numerous management positions within DNB, including Global Head of Shipping, Offshore & Logistics for four years and General Manager & Head of DNB Americas for six years.
Ms. Holth also holds several board positions, including Independent Director of Maersk Drilling and Maersk Tankers. Ms. Holth also sat on the board of directors of GasLog Ltd. (“GasLog”) from September 2020 to June 2021. She holds a Bachelor in Economics and Business Administration from BI Norwegian Business School.
Curt Anastasio, Chairman of the Board of GasLog Partners stated, “On behalf of the Partnership’s Board and management, I want to thank Dan for his many contributions to GasLog Partners since his appointment in May 2014 and wish him all the best for the future. I am very pleased to welcome Kristin to the Board. Her experience in shipping and energy capital markets will be a welcome addition to the Board.”
LNG Market Update and Outlook
Global LNG demand was 92 million tonnes (“mt”) in the third quarter of 2021, according to Poten & Partners Group, Inc. (“Poten”), compared to 85 mt in the third quarter of 2020, an increase of approximately 8%, primarily led by increased demand in Asia and South America. Asian demand in the third quarter was primarily in response to seasonal cooling demand, inventory re-stocking and a continued economic recovery, while South American demand was in response to lower hydroelectric output in the region and a colder than average winter. This growth was offset by declines in Europe as it was outcompeted for gas from buyers in Asia and South America, which was reflected in the strong regional gas price differentials between these regions.
Global LNG supply was approximately 92 mt in the third quarter of 2021, growing by 8 mt (or 11%) year-over-year, according to Poten. Supply growth in the third quarter was dominated by output from the United States (“U.S.”), which increased by 11 mt, or 157% year-over-year, primarily due to increased utilization of existing liquefaction terminals, but also due to the startup of new trains in the second half of 2020. Growth in U.S. production offset declines from many other supply sources in the Atlantic basin, including Trinidad, Norway, Angola, Nigeria and Algeria, either due to feedstock issues or unplanned downtime. Looking ahead, approximately 125 mt of new LNG capacity is currently under construction and scheduled to come online between 2021 and 2026.
Headline spot rates for TFDE LNG carriers, as reported by Clarkson Research Services Limited (“Clarksons”), averaged $58,000 per day in the third quarter of 2021, a 38% increase over the $42,000 per day average in the third quarter of 2020. Headline spot rates for steam turbine propulsion (“Steam”) vessels averaged $41,000 per day in the third quarter of 2021, 46% higher than the average of $28,000 per day in the third quarter of 2020. Headline spot rates in the third quarter benefited from LNG demand growth from Asia combined with LNG supply growth in the U.S. as detailed above as well as longer than average wait times at the Panama Canal.
As of October 22, 2021, Clarksons assessed headline spot rates for TFDE and Steam LNG carriers at $160,000 per day and $112,500 per day, respectively. Forward assessments for LNG carrier spot rates indicate rising spot rates through the remainder of the year and expectations for rates to remain above mid-cycle through the first quarter of 2022.
As of October 26, 2021, Poten estimates that the orderbook totals 130 dedicated LNG carriers (>100,000 cbm), representing 20% of the on-the-water fleet. Of these, 112 vessels (or 86%) have multi-year charters. There have been 53 orders placed for newbuild LNG carriers in 2021 compared with 34 in 2020.
Common Unit Distribution
On October 26, 2021, the Board approved and declared a quarterly cash distribution of $0.01 per common unit for the quarter ended September 30, 2021. The cash distribution is payable on November 12, 2021 to all unitholders of record as of November 8, 2021.
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ATM Common Equity Offering Programme (“ATM Programme”)
The Partnership did not issue any common units under the ATM Programme during the third quarter of 2021.
Conference Call
GasLog Partners will host a conference call to discuss its results for the third quarter of 2021 at 8.30 a.m. EDT (3.30 p.m. EEST) on Wednesday, October 27, 2021. The Partnership’s senior management will review the operational and financial performance for the period. Management’s presentation will be followed by a Q&A session.
The dial-in numbers for the conference call are as follows:
+1 855 253 8928 (USA)
+44 20 3107 0289 (United Kingdom)
+33 1 70 80 71 53 (France)
+852 5819 4851 (Hong Kong)
+47 2396 4173 (Oslo)
Conference ID: 8640907
A live webcast of the conference call will be available on the Investor Relations page of the GasLog Partners website (http://www.gaslogmlp.com/investors).
For those unable to participate in the conference call, a replay of the webcast will be available on the Investor Relations page of the GasLog Partners website (http://www.gaslogmlp.com/investors).
About GasLog Partners
GasLog Partners is a growth-oriented owner, operator and acquirer of LNG carriers. The Partnership’s fleet consists of 15 LNG carriers (including one vessel sold and leased back under a bareboat charter in October 2021) with an average carrying capacity of approximately 158,000 cbm. GasLog Partners is a publicly traded master limited partnership (NYSE: GLOP) but has elected to be treated as a C corporation for U.S. income tax purposes and therefore its investors receive an Internal Revenue Service Form 1099 with respect to any distributions declared and received. Visit GasLog Partners’ website at http://www.gaslogmlp.com.
Forward-Looking Statements
All statements in this press release that are not statements of historical fact are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that address activities, events or developments that the Partnership 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 distributions, and the impact of changes to cash distributions on the Partnership’s business and growth prospects, plans, strategies 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 multi-year charter rates, ship values, factors affecting supply and demand of LNG and LNG shipping, including geopolitical events, technological advancements and opportunities for the profitable operations of LNG carriers; |
· | fluctuations in charter hire rates, vessel utilization and vessel values; |
· | our ability to secure new multi-year charters at economically attractive rates; |
· | our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels which are not operating under multi-year charters, including the risk that certain of our vessels may no longer have the latest technology at such time which may impact our ability to secure employment for such vessels as well as the rate at which we can charter such vessels; |
· | 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; |
· | disruption to the LNG, LNG shipping and financial markets caused by the global shutdown as a result of the COVID-19 pandemic; |
· | business disruptions resulting from measures taken to reduce the spread of COVID-19, including possible delays due to the quarantine of vessels and crew, as well as government-imposed shutdowns; |
· | fluctuations in prices for crude oil, petroleum products and natural gas, including LNG; |
· | fluctuations in exchange rates, especially the U.S. dollar and the Euro; |
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· | our ability to expand our portfolio by acquiring vessels through our drop-down pipeline with GasLog or by acquiring other assets from third parties; |
· | our ability to leverage GasLog’s relationships and reputation in the shipping industry; |
· | the ability of GasLog to maintain long-term relationships with major energy companies and major LNG producers, marketers and consumers; |
· | GasLog’s relationships with its employees and ship crews, its ability to retain key employees and provide services to us, and the availability of skilled labor, ship crews and management; |
· | changes in the ownership of our charterers; |
· | our customers’ performance of their obligations under our time charters and other contracts; |
· | our future operating performance, financial condition, liquidity and cash available for distributions; |
· | our distribution policy and our ability to make cash distributions on our units or the impact of cash distribution reductions on our financial position; |
· | our ability to obtain debt and equity financing on acceptable terms to fund capital expenditures, acquisitions and other corporate activities, funding by banks of their financial commitments, funding by GasLog of the revolving credit facility and our ability to meet our restrictive covenants and other obligations under our credit facilities; |
· | future, pending or recent acquisitions of ships or other assets, business strategy, areas of possible expansion and expected capital spending; |
· | risks inherent in ship operation, including the discharge of pollutants; |
· | the impact on us and the shipping industry of environmental concerns, including climate change; |
· | any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity event; |
· | the expected cost of and our ability to comply with environmental and regulatory requirements, including with respect to emissions of air pollutants and greenhouse gases, as well as future changes in such requirements or other actions taken by regulatory authorities, governmental organizations, classification societies and standards imposed by our charterers applicable to our business; |
· | potential disruption of shipping routes due to accidents, diseases, pandemics, political events, piracy or acts by terrorists; |
· | potential liability from future litigation; and |
· | other risks and uncertainties described in the Partnership’s Annual Report on Form 20-F filed with the SEC on March 2, 2021, available at http://www.sec.gov. |
We undertake no obligation to update or revise any forward-looking statements contained in this press release, 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 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 distributions 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 Marshall Islands law and such other factors as our board of directors may deem relevant.
Contacts:
Joseph Nelson
Head of Investor Relations
Phone: +1-212-223-0643
E-mail: ir@gaslogmlp.com
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EXHIBIT I – Unaudited Interim Financial Information
Unaudited condensed consolidated statements of financial position
As of December 31, 2020 and September 30, 2021
(All amounts expressed in thousands of U.S. Dollars, except unit data)
December 31, 2020 | September 30, 2021 | |||||||
Assets | ||||||||
Non-current assets | ||||||||
Other non-current assets | 186 | 109 | ||||||
Tangible fixed assets | 2,206,618 | 2,011,079 | ||||||
Right-of-use assets | 516 | 439 | ||||||
Total non-current assets | 2,207,320 | 2,011,627 | ||||||
Current assets | ||||||||
Vessel held for sale | — | 145,564 | ||||||
Trade and other receivables | 16,265 | 11,988 | ||||||
Inventories | 3,036 | 3,024 | ||||||
Prepayments and other current assets | 2,691 | 1,245 | ||||||
Cash and cash equivalents | 103,736 | 110,208 | ||||||
Total current assets | 125,728 | 272,029 | ||||||
Total assets | 2,333,048 | 2,283,656 | ||||||
Partners’ equity and liabilities | ||||||||
Partners’ equity | ||||||||
Common unitholders (47,517,824 units issued and outstanding as of December 31, 2020 and 51,137,201 units issued and outstanding as of September 30, 2021) | 594,901 | 656,365 | ||||||
General partner (1,021,336 units issued and outstanding as of December 31, 2020 and 1,077,494 units issued and outstanding as of September 30, 2021) | 11,028 | 12,338 | ||||||
Preference unitholders (5,750,000 Series A Preference Units, 4,600,000 Series B Preference Units and 4,000,000 Series C Preference Units issued and outstanding as of December 31, 2020 and 5,750,000 Series A Preference Units, 4,265,664 Series B Preference Units and 3,844,999 Series C Preference Units issued and outstanding as of September 30, 2021) | 347,889 | 335,310 | ||||||
Total partners’ equity | 953,818 | 1,004,013 | ||||||
Current liabilities | ||||||||
Trade accounts payable | 13,578 | 16,592 | ||||||
Due to related parties | 7,525 | 3,881 | ||||||
Derivative financial instruments—current portion | 8,185 | 6,764 | ||||||
Other payables and accruals | 50,679 | 46,673 | ||||||
Borrowings—current portion | 104,908 | 195,653 | ||||||
Lease liabilities—current portion | 332 | 255 | ||||||
Total current liabilities | 185,207 | 269,818 | ||||||
Non-current liabilities | ||||||||
Derivative financial instruments—non-current portion | 12,152 | 6,217 | ||||||
Borrowings—non-current portion | 1,180,635 | 1,002,685 | ||||||
Lease liabilities—non-current portion | 112 | 154 | ||||||
Other non-current liabilities | 1,124 | 769 | ||||||
Total non-current liabilities | 1,194,023 | 1,009,825 | ||||||
Total partners’ equity and liabilities | 2,333,048 | 2,283,656 |
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Unaudited condensed consolidated statements of profit or loss
For the three and nine months ended September 30, 2020 and 2021
(All amounts expressed in thousands of U.S. Dollars, except per unit data)
For the three months ended | For the nine months ended | |||||||||||||||
September 30, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | |||||||||||||
Revenues | 72,813 | 80,535 | 248,614 | 237,975 | ||||||||||||
Voyage expenses and commissions | (2,246 | ) | (1,371 | ) | (8,916 | ) | (5,302 | ) | ||||||||
Vessel operating costs | (19,327 | ) | (18,555 | ) | (55,315 | ) | (56,406 | ) | ||||||||
Depreciation | (20,577 | ) | (21,281 | ) | (61,850 | ) | (62,765 | ) | ||||||||
General and administrative expenses | (5,379 | ) | (3,295 | ) | (13,971 | ) | (9,854 | ) | ||||||||
Impairment loss on vessels | — | — | (18,841 | ) | — | |||||||||||
Profit from operations | 25,284 | 36,033 | 89,721 | 103,648 | ||||||||||||
Financial costs | (12,437 | ) | (9,373 | ) | (41,017 | ) | (27,904 | ) | ||||||||
Financial income | 9 | 9 | 285 | 32 | ||||||||||||
(Loss)/gain on derivatives | (990 | ) | (182 | ) | (14,741 | ) | 734 | |||||||||
Total other expenses, net | (13,418 | ) | (9,546 | ) | (55,473 | ) | (27,138 | ) | ||||||||
Profit and total comprehensive income for the period | 11,866 | 26,487 | 34,248 | 76,510 | ||||||||||||
Earnings per unit, basic and diluted: | ||||||||||||||||
Common unit, basic | 0.09 | 0.37 | 0.24 | 1.08 | ||||||||||||
Common unit, diluted | 0.08 | 0.36 | 0.23 | 1.04 | ||||||||||||
General partner unit | 0.09 | 0.37 | 0.24 | 1.09 |
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Unaudited condensed consolidated statements of cash flows
For the nine months ended September 30, 2020 and 2021
(All amounts expressed in thousands of U.S. Dollars)
For the nine months ended | ||||||||
September 30, 2020 |
September 30, 2021 |
|||||||
Cash flows from operating activities: | ||||||||
Profit for the period | 34,248 | 76,510 | ||||||
Adjustments for: | ||||||||
Depreciation | 61,850 | 62,765 | ||||||
Impairment loss on vessels | 18,841 | — | ||||||
Financial costs | 41,017 | 27,904 | ||||||
Financial income | (285 | ) | (32 | ) | ||||
Loss/(gain) on derivatives (excluding realized loss on forward foreign exchange contracts held for trading) | 14,448 | (734 | ) | |||||
Share-based compensation | 1,833 | 266 | ||||||
171,952 | 166,679 | |||||||
Movements in working capital | (11,736 | ) | 7,897 | |||||
Net cash provided by operating activities | 160,216 | 174,576 | ||||||
Cash flows from investing activities: | ||||||||
Payments for tangible fixed asset additions | (19,002 | ) | (15,419 | ) | ||||
Financial income received | 316 | 32 | ||||||
Maturity of short-term investments | — | 2,500 | ||||||
Purchase of short-term investments | — | (2,500 | ) | |||||
Net cash used in investing activities | (18,686 | ) | (15,387 | ) | ||||
Cash flows from financing activities: | ||||||||
Borrowings drawdowns | 479,984 | — | ||||||
Borrowings repayments | (521,880 | ) | (90,853 | ) | ||||
Interest paid | (42,906 | ) | (35,277 | ) | ||||
Payments of cash collateral for interest rate swaps | (16,730 | ) | — | |||||
Release of cash collateral for interest rate swaps | 9,170 | 280 | ||||||
Payment of loan issuance costs | (6,914 | ) | — | |||||
Proceeds from entering into interest rate swaps | 16,056 | — | ||||||
Payments for interest rate swaps termination | (13,210 | ) | — | |||||
Proceeds from public offerings of common units and issuances of general partner units (net of underwriting discounts and commissions) | — | 10,205 | ||||||
Repurchases of common and preference units | (996 | ) | (12,361 | ) | ||||
Payment of offering costs | (119 | ) | (333 | ) | ||||
Distributions paid | (61,489 | ) | (24,068 | ) | ||||
Payments for lease liabilities | (419 | ) | (310 | ) | ||||
Net cash used in financing activities | (159,453 | ) | (152,717 | ) | ||||
(Decrease)/increase in cash and cash equivalents | (17,923 | ) | 6,472 | |||||
Cash and cash equivalents, beginning of the period | 96,884 | 103,736 | ||||||
Cash and cash equivalents, end of the period | 78,961 | 110,208 |
11
EXHIBIT II
Non-GAAP Financial Measures:
EBITDA is defined as earnings before financial income and costs, gain/loss on derivatives, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before impairment loss on vessels and restructuring costs. Adjusted Profit represents earnings before (a) non-cash gain/loss on derivatives that includes unrealized gain/loss on derivatives held for trading, (b) write-off and accelerated amortization of unamortized loan fees, (c) impairment loss on vessels and (d) restructuring costs. Adjusted EPU, represents Adjusted Profit (as defined above), after deducting preference unit distributions, divided by the weighted average number of units outstanding during the period. EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU, which are non-GAAP financial measures, are used as supplemental financial measures by management and external users of financial statements, such as investors, to assess our financial and operating performance. The Partnership believes that these non-GAAP financial measures assist our management and investors by increasing the comparability of our performance from period to period. The Partnership believes that including EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU 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 units. This increased comparability 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, impairment loss on vessels and restructuring costs and, in the case of Adjusted Profit and Adjusted EPU, non-cash gain/loss on derivatives, write-off and accelerated amortization of unamortized loan fees, impairment loss on vessels and restructuring costs, which items are affected by various and possibly changing financing methods, financial market conditions, general shipping market conditions, capital structure and historical cost basis and which items may significantly affect results of operations between periods. Restructuring costs are excluded from Adjusted EBITDA, Adjusted Profit and Adjusted EPU because restructuring costs represent charges reflecting specific actions taken by management to improve the Partnership’s future profitability and therefore are not considered representative of the underlying operations of the Partnership. Impairment loss is excluded from Adjusted EBITDA, Adjusted Profit and Adjusted EPU because impairment loss on vessels represents the excess of their carrying amount over the amount that is expected to be recovered from them in the future and therefore is not considered representative of the underlying operations of the Partnership.
EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU have limitations as analytical tools and should not be considered as alternatives to, or as substitutes for, or superior to, profit, profit from operations, earnings per unit 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 often have to be replaced in the future and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU are not adjusted for all non-cash income or expense items that are reflected in our statement of cash flows and other companies in our industry may calculate these measures differently to how we do, limiting their usefulness as comparative measures. EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU exclude some, but not all, items that affect profit or loss and these measures may vary among other companies. Therefore, EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU as presented herein may not be comparable to similarly titled measures of other companies. The following tables reconcile EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU to Profit, the most directly comparable IFRS financial measure, for the periods presented.
In evaluating EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU 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 EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU should not be construed as an inference that our future results will be unaffected by the excluded items.
Reconciliation of Profit to EBITDA and Adjusted EBITDA:
(Amounts expressed in thousands of U.S. Dollars)
For the three months ended | For the nine months ended | |||||||||||||||
September 30, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | |||||||||||||
Profit for the period | 11,866 | 26,487 | 34,248 | 76,510 | ||||||||||||
Depreciation | 20,577 | 21,281 | 61,850 | 62,765 | ||||||||||||
Financial costs | 12,437 | 9,373 | 41,017 | 27,904 | ||||||||||||
Financial income | (9 | ) | (9 | ) | (285 | ) | (32 | ) | ||||||||
Loss/(gain) on derivatives | 990 | 182 | 14,741 | (734 | ) | |||||||||||
EBITDA | 45,861 | 57,314 | 151,571 | 166,413 | ||||||||||||
Impairment loss on vessels | — | — | 18,841 | — | ||||||||||||
Restructuring costs | 942 | — | 1,174 | — | ||||||||||||
Adjusted EBITDA | 46,803 | 57,314 | 171,586 | 166,413 |
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Reconciliation of Profit to Adjusted Profit:
(Amounts expressed in thousands of U.S. Dollars)
For the three months ended | For the nine months ended | |||||||||||||||
September 30, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | |||||||||||||
Profit for the period | 11,866 | 26,487 | 34,248 | 76,510 | ||||||||||||
Non-cash (gain)/loss on derivatives | (1,882 | ) | (1,787 | ) | 10,335 | (7,356 | ) | |||||||||
Write-off and accelerated amortization of unamortized loan fees | 1,918 | — | 1,918 | — | ||||||||||||
Impairment loss on vessels | — | — | 18,841 | — | ||||||||||||
Restructuring costs | 942 | — | 1,174 | — | ||||||||||||
Adjusted Profit | 12,844 | 24,700 | 66,516 | 69,154 |
Reconciliation of Profit to EPU and Adjusted EPU:
(Amounts expressed in thousands of U.S. Dollars, except unit and per unit amounts)
For the three months ended | For the nine months ended | |||||||||||||||
September 30, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | |||||||||||||
Profit for the period | 11,866 | 26,487 | 34,248 | 76,510 | ||||||||||||
Adjustment for: | ||||||||||||||||
Accrued preference unit distributions | (7,582 | ) | (7,329 | ) | (22,746 | ) | (22,493 | ) | ||||||||
Differences on repurchase of preference units | — | 135 | — | 135 | ||||||||||||
Partnership’s profit attributable to: | 4,284 | 19,293 | 11,502 | 54,152 | ||||||||||||
Common units | 4,193 | 18,895 | 11,256 | 53,022 | ||||||||||||
General partner units | 91 | 398 | 246 | 1,130 | ||||||||||||
Weighted average units outstanding (basic) | ||||||||||||||||
Common units | 47,167,488 | 51,132,690 | 46,882,894 | 48,950,508 | ||||||||||||
General partner units | 1,021,336 | 1,077,494 | 1,021,336 | 1,040,467 | ||||||||||||
EPU (basic) | ||||||||||||||||
Common units | 0.09 | 0.37 | 0.24 | 1.08 | ||||||||||||
General partner units | 0.09 | 0.37 | 0.24 | 1.09 | ||||||||||||
For the three months ended | For the nine months ended | |||||||||||||||
September 30, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | |||||||||||||
Profit for the period | 11,866 | 26,487 | 34,248 | 76,510 | ||||||||||||
Adjustment for: | ||||||||||||||||
Accrued preference unit distributions | (7,582 | ) | (7,329 | ) | (22,746 | ) | (22,493 | ) | ||||||||
Differences on repurchase of preference units | — | 135 | — | 135 | ||||||||||||
Partnership’s profit used in EPU calculation | 4,284 | 19,293 | 11,502 | 54,152 | ||||||||||||
Non-cash (gain)/loss on derivatives | (1,882 | ) | (1,787 | ) | 10,335 | (7,356 | ) | |||||||||
Write-off and accelerated amortization of unamortized loan fees | 1,918 | — | 1,918 | — | ||||||||||||
Impairment loss on vessels | — | — | 18,841 | — | ||||||||||||
Restructuring costs | 942 | — | 1,174 | — | ||||||||||||
Adjusted Partnership’s profit used in EPU calculation attributable to: | 5,262 | 17,506 | 43,770 | 46,796 | ||||||||||||
Common units | 5,150 | 17,145 | 42,832 | 45,820 | ||||||||||||
General partner units | 112 | 361 | 938 | 976 | ||||||||||||
Weighted average units outstanding (basic) | ||||||||||||||||
Common units | 47,167,488 | 51,132,690 | 46,882,894 | 48,950,508 | ||||||||||||
General partner units | 1,021,336 | 1,077,494 | 1,021,336 | 1,040,467 | ||||||||||||
Adjusted EPU (basic) | ||||||||||||||||
Common units | 0.11 | 0.34 | 0.91 | 0.94 | ||||||||||||
General partner units | 0.11 | 0.34 | 0.92 | 0.94 |
13
Exhibit 99.2
Financial Report for the Three and Nine Months Ended September 30, 2021
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, 2021 and September 30, 2020. References to “GasLog Partners”, “we”, “our”, “us” and “the Partnership” or similar terms refer to GasLog Partners LP 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 operations, please see our Annual Report on Form 20-F filed with the United States Securities Exchange Commission (the “SEC”) on March 2, 2021. 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 Partnership 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 and the impact of changes to our cash distributions on the Partnership’s business and growth prospects, 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 report, 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 liquefied natural gas (“LNG”) shipping market conditions and trends, including spot and multi-year charter rates, ship values, factors affecting supply and demand of LNG and LNG shipping, including geopolitical events, technological advancements and opportunities for the profitable operations of LNG carriers; |
· | fluctuations in charter hire rates, vessel utilization and vessel values; |
· | our ability to secure new multi-year charters at economically attractive rates; |
· | our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels which are not operating under multi-year charters, including the risk that certain of our vessels may no longer have the latest technology at such time which may impact our ability to secure employment for such vessels as well as the rate at which we can charter such vessels; |
· | 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; |
· | disruption to the LNG, LNG shipping and financial markets caused by the global shutdown as a result of the COVID-19 pandemic; |
· | business disruptions resulting from measures taken to reduce the spread of COVID-19, including possible delays due to the quarantine of vessels and crew, as well as government-imposed shutdowns; |
· | fluctuations in prices for crude oil, petroleum products and natural gas, including LNG; |
· | fluctuations in exchange rates, especially the U.S. dollar and the Euro; |
· | our ability to expand our portfolio by acquiring vessels through our drop-down pipeline with GasLog Ltd. (“GasLog”) or by acquiring other assets from third parties; |
· | our ability to leverage GasLog’s relationships and reputation in the shipping industry; |
· | the ability of GasLog to maintain long-term relationships with major energy companies and major LNG producers, marketers and consumers; |
· | GasLog’s relationships with its employees and ship crews, its ability to retain key employees and provide services to us, and the availability of skilled labor, ship crews and management; |
· | changes in the ownership of our charterers; |
· | our customers’ performance of their obligations under our time charters and other contracts; |
· | our future operating performance, financial condition, liquidity and cash available for distributions; |
· | our distribution policy and our ability to make cash distributions on our units or the impact of cash distribution reductions on our financial position; |
· | our ability to obtain debt and equity financing on acceptable terms to fund capital expenditures, acquisitions and other corporate activities, funding by banks of their financial commitments, funding by GasLog of the revolving credit facility and our ability to meet our restrictive covenants and other obligations under our credit facilities; |
· | future, pending or recent acquisitions of ships or other assets, business strategy, areas of possible expansion and expected capital spending; |
· | risks inherent in ship operation, including the discharge of pollutants; |
· | the impact on us and the shipping industry of environmental concerns, including climate change; |
14
· | any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity event; |
· | the expected cost of and our ability to comply with environmental and regulatory requirements, including with respect to emissions of air pollutants and greenhouse gases, as well as future changes in such requirements or other actions taken by regulatory authorities, governmental organizations, classification societies and standards imposed by our charterers applicable to our business; |
· | potential disruption of shipping routes due to accidents, diseases, pandemics, political events, piracy or acts by terrorists; |
· | potential liability from future litigation; and |
· | other risks and uncertainties described in the Partnership’s Annual Report on Form 20-F filed with the SEC on March 2, 2021, available at http://www.sec.gov. |
The declaration and payment of distributions are at all times subject to the discretion of our board of directors and will depend on, amongst other things, the risks and uncertainties described above, restrictions in our credit facilities, the provisions of Marshall Islands law and such other factors as our board of directors may deem relevant.
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.
Cash Distribution
On October 26, 2021, the board of directors of GasLog Partners approved and declared a quarterly cash distribution of $0.01 per common unit for the quarter ended September 30, 2021. The cash distribution is payable on November 12, 2021 to all unitholders of record as of November 8, 2021. The aggregate amount of the declared distribution will be $0.5 million based on the number of units issued and outstanding as of September 30, 2021.
Overview
Since our initial public offering (“IPO”) in May 2014, we have been a growth-oriented limited partnership focused on acquiring, owning and operating LNG carriers engaged in LNG transportation under multi-year charters, growing our fleet from three vessels at the time of our IPO to 15 today (including one vessel sold and leased back under a bareboat charter in October 2021). We are now focusing our capital allocation on debt repayment, prioritizing balance sheet strength for 2021, in order to lower our cash break-evens, reduce our cost of capital and further enhance the Partnership’s competitive positioning.
As of September 30, 2021, our fleet consisted of ten vessels with tri-fuel diesel electric propulsion (“TFDE”) and five steam turbine propulsion (“Steam”) vessels. Subsequently, on October 26, 2021, we completed the sale and lease-back of the GasLog Shanghai with a wholly-owned subsidiary of China Development Bank Leasing (“CDBL”). We also have other rights under which we may acquire additional LNG carriers from GasLog. We believe that such rights could provide us with built-in growth opportunities, subject to certain conditions described below. We may also acquire vessels or other LNG infrastructure assets from shipyards or other owners. However, we cannot assure you that we will make any acquisition or that, as a consequence, we will successfully grow our distributions per common unit. Among other things, our ability to acquire any additional LNG carriers or other LNG infrastructure assets may be dependent upon our ability to raise additional equity and debt financing.
Our Fleet
Our fleet currently consists of the following vessels:
Owned Fleet
LNG Carrier | Year Built | Cargo Capacity (cubic meters “cbm”) |
Charterer (for contracts of more than six months) |
Propulsion |
Charter |
Optional Period | |||||||||
1 | Methane Rita Andrea | 2006 | 145,000 | Gunvor (1) | Steam | March 2022 | 2022 (1) | ||||||||
2 | Solaris | 2014 | 155,000 | Shell (2) | TFDE | March 2022 | 2022 (2) | ||||||||
3 | Methane Heather Sally | 2007 | 145,000 | Cheniere (3) | Steam | June 2022 | — | ||||||||
4 | GasLog Sydney | 2013 | 155,000 | TotalEnergies (4) | TFDE | June 2022 | — | ||||||||
5 | GasLog Seattle | 2013 | 155,000 | TotalEnergies | TFDE | June 2022 | — | ||||||||
6 | Methane Shirley Elisabeth | 2007 | 145,000 | JOVO (5) | Steam | August 2022 | — | ||||||||
7 | GasLog Santiago | 2013 | 155,000 | Trafigura (6) | TFDE | December 2022 | 2023–2028 (6) | ||||||||
8 | Methane Jane Elizabeth | 2006 | 145,000 | Cheniere | Steam | March 2023 | 2024–2025 (7) | ||||||||
9 | GasLog Geneva | 2016 | 174,000 | Shell | TFDE | September 2023 | 2028–2031 (8) | ||||||||
10 | Methane Alison Victoria | 2007 | 145,000 | CNTIC VPower (9) | Steam | October 2023 | 2024–2025 (9) | ||||||||
11 | GasLog Gibraltar | 2016 | 174,000 | Shell | TFDE | October 2023 | 2028–2031 (8) | ||||||||
12 | Methane Becki Anne | 2010 | 170,000 | Shell | TFDE | March 2024 | 2027–2029 (10) | ||||||||
13 | GasLog Greece | 2016 | 174,000 | Shell | TFDE | March 2026 | 2031 (11) | ||||||||
14 | GasLog Glasgow | 2016 | 174,000 | Shell | TFDE | June 2026 | 2031 (11) |
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(1) | The vessel is chartered to Clearlake Shipping Pte. Ltd., a subsidiary of Gunvor Group Ltd. (“Gunvor”). Charterers may extend the term of the time charter by an additional period of six months. |
(2) | The vessel is chartered to a wholly owned subsidiary of Royal Dutch Shell plc, (“Shell”). Charterers have the option to extend the charter by an additional four months. |
(3) | The vessel is chartered to Cheniere Marketing International LLP, a subsidiary of Cheniere Energy Inc. (“Cheniere”). |
(4) | The vessel is chartered to TotalEnergies Gas & Power Limited, a wholly owned subsidiary of TotalEnergies SE (“TotalEnergies”). |
(5) | The vessel is chartered to Singapore Carbon Hydrogen Energy Pte. Ltd., a wholly owned subsidiary of JOVO Group (“JOVO”). |
(6) | The vessel is chartered to Trafigura Maritime Logistics PTE Ltd. (“Trafigura”). Charterer may extend the term of this time charter for a period ranging from one to six years, provided that the charterer gives us advance notice of declaration. The period shown reflects the expiration of the minimum optional period and the maximum optional period. |
(7) | Charterers may extend the term of the time charters by two additional periods of one year, provided that the charterer gives us advance notice of declaration. The period shown reflects the expiration of the minimum optional period and the maximum optional period. |
(8) | Charterer may extend the term of the time charters by two additional periods of five and three years, respectively, provided that the charterer gives us advance notice of declaration. The period shown reflects the expiration of the minimum optional period and the maximum optional period. |
(9) | The vessel is chartered to CNTIC Vpower Energy Ltd. (“CNTIC Vpower”), an independent Chinese energy company. The charterer may extend the term of the related charter by two additional periods of one year, provided that the charterer gives us advance notice of its exercise of any extension option. The period shown reflects the expiration of the minimum optional period and the maximum optional period. |
(10) | Charterer may extend the term of the related charter for one extension period of three or five years, provided that the charterer gives us advance notice of its exercise of any extension option. The period shown reflects the expiration of the minimum optional period and the maximum optional period. |
(11) | Charterer may extend the term of these time charters for a period of five years, provided that the charterer gives us advance notice of declaration. |
Bareboat Vessel
LNG Carrier | Year Built | Cargo Capacity (cbm) |
Charterer (for contracts of more than six months) |
Propulsion |
Charter (Firm Period) |
Optional Period | ||||||||
1 | GasLog Shanghai (1) | 2013 | 155,000 | Gunvor | TFDE | November 2022 | — |
(1) | In October 2021, the vessel was sold and leased back from CDBL for a period of five years, with no repurchase option or obligation. |
Additional Vessels
Five-Year Vessel Business Opportunities
GasLog has agreed, and has caused its controlled affiliates (other than us, our general partner and our 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 us and offering us the opportunity to purchase such vessel at fair market value. We refer to these vessels, together with any related charters, as “Five-Year Vessels”.
Results of Operations
Our results set forth below are derived from the unaudited condensed consolidated financial statements of the Partnership.
Three-month period ended September 30, 2020 compared to the three-month period ended September 30, 2021
(in thousands of U.S. dollars) | |||||||||||
September 30, 2020 | September 30, 2021 | Change | |||||||||
Revenues | 72,813 | 80,535 | 7,722 | ||||||||
Voyage expenses and commissions | (2,246 | ) | (1,371 | ) | 875 | ||||||
Vessel operating costs | (19,327 | ) | (18,555 | ) | 772 | ||||||
Depreciation | (20,577 | ) | (21,281 | ) | (704 | ) | |||||
General and administrative expenses | (5,379 | ) | (3,295 | ) | 2,084 | ||||||
Profit from operations | 25,284 | 36,033 | 10,749 | ||||||||
Financial costs | (12,437 | ) | (9,373 | ) | 3,064 | ||||||
Financial income | 9 | 9 | — | ||||||||
Loss on derivatives | (990 | ) | (182 | ) | 808 | ||||||
Profit for the period | 11,866 | 26,487 | 14,621 | ||||||||
For the three-month period ended September 30, 2020, we had an average of 15.0 vessels operating in our owned fleet having 1,268 available days, while during the three-month period ended September 30, 2021, we had an average of 15.0 vessels operating in our owned fleet having 1,321
16
available days, mainly due to decreased off-hire days for scheduled dry-dockings (104 dry-docking off-hire days in the three-month period ended September 30, 2020 compared to 59 dry-docking off-hire days in the three-month period ended September 30, 2021).
Revenues: Revenues increased by $7.7 million, or 10.6%, from $72.8 million for the three-month period ended September 30, 2020 to $80.5 million for the same period in 2021. The increase is mainly attributable to the improved performance of our spot fleet (i.e. all vessels under charter party agreements with an initial duration of up to five years), in line with the ongoing improvement of the LNG shipping market in 2021, as well as fewer off-hire days due to scheduled dry-dockings in the third quarter of 2021, as discussed above. The average daily hire rate increased from $58,390 for the three-month period ended September 30, 2020 to $60,965 for the three-month period ended September 30, 2021.
Vessel Operating Costs: Vessel operating costs decreased by $0.7 million, or 3.6%, from $19.3 million for the three-month period ended September 30, 2020 to $18.6 million for the same period in 2021. The decrease in vessel operating costs is mainly attributable to a decrease of $1.1 million in technical maintenance expenses primarily in connection with increased maintenance needs of the fleet in the third quarter of 2020 compared to the same period in 2021 and decreased insurance costs of $0.7 million, partially offset by an increase in crew costs of $1.0 million, mainly as a result of COVID-19 restrictions (increased costs for travelling and quarantines). Daily operating costs per vessel (after excluding calendar days for the Solaris, the operating costs of which are covered by the charterer) decreased from $15,005 per day for the three-month period ended September 30, 2020 to $14,406 per day for the three-month period ended September 30, 2021.
General and Administrative Expenses: General and administrative expenses decreased by $2.1 million, or 38.9%, from $5.4 million for the three-month period ended September 30, 2020 to $3.3 million for the same period in 2021. The decrease in general and administrative expenses is mainly attributable to a decrease of $1.1 million in amortization of share-based compensation (due to accelerated vestings of relevant awards in the third quarter of 2020) and a decrease of $0.8 million in administrative services fees. These decreases were driven by cost-reduction initiatives. As a result, daily general and administrative expenses decreased from $3,898 per vessel ownership day for the three-month period ended September 30, 2020 to $2,388 per vessel ownership day for the three-month period ended September 30, 2021.
Financial Costs: Financial costs decreased by $3.0 million, or 24.2%, from $12.4 million for the three-month period ended September 30, 2020 to $9.4 million for the same period in 2021. The decrease in financial costs is attributable to a decrease of $2.0 million in amortization of deferred loan issuance costs mainly due to the loan refinancings completed in July 2020 and a decrease of $1.5 million in interest expense on loans, due to the lower London Interbank Offered Rate (“LIBOR”) rates in the three months ended September 30, 2021 as compared to the same period in 2020, as well as the reduced debt balances year-over-year, partially offset by an increase of $0.5 million in other financial costs. During the three-month period ended September 30, 2020, we had an average of $1,337.1 million of outstanding indebtedness with a weighted average interest rate of 2.7%, compared to an average of $1,232.9 million of outstanding indebtedness with a weighted average interest rate of 2.4% during the three-month period ended September 30, 2021.
Loss on Derivatives: Loss on derivatives decreased by $0.8 million, from $1.0 million for the three-month period ended September 30, 2020 to a loss of $0.2 million for the same period in 2021. The decrease is attributable to a net decrease of $0.9 million in realized loss on derivatives held for trading, partially offset by a net decrease of $0.1 million in unrealized gain from the mark-to-market valuation of derivatives held for trading which were carried at fair value through profit or loss.
Profit for the Period: Profit for the period increased by $14.6 million, from $11.9 million for the three-month period ended September 30, 2020 to $26.5 million for the same period in 2021, as a result of the aforementioned factors.
Nine-month period ended September 30, 2020 compared to the nine-month period ended September 30, 2021
(in thousands of U.S. dollars) | |||||||||||
September 30, 2020 |
September 30, 2021 |
Change | |||||||||
Revenues | 248,614 | 237,975 | (10,639 | ) | |||||||
Voyage expenses and commissions | (8,916 | ) | (5,302 | ) | 3,614 | ||||||
Vessel operating costs | (55,315 | ) | (56,406 | ) | (1,091 | ) | |||||
Depreciation | (61,850 | ) | (62,765 | ) | (915 | ) | |||||
General and administrative expenses | (13,971 | ) | (9,854 | ) | 4,117 | ||||||
Impairment loss on vessels | (18,841 | ) | — | 18,841 | |||||||
Profit from operations | 89,721 | 103,648 | 13,927 | ||||||||
Financial costs | (41,017 | ) | (27,904 | ) | 13,113 | ||||||
Financial income | 285 | 32 | (253 | ) | |||||||
(Loss)/gain on derivatives | (14,741 | ) | 734 | 15,475 | |||||||
Profit for the period | 34,248 | 76,510 | 42,262 | ||||||||
For the nine-month period ended September 30, 2020, we had an average of 15.0 vessels operating in our owned fleet having 3,973 available days, while during the nine-month period ended September 30, 2021, we had an average of 15.0 vessels operating in our owned fleet having 3,940 available days, mainly due to increased off-hire days for scheduled dry-dockings (129 dry-docking off-hire days in the nine-month period ended September 30, 2020 compared to 155 dry-docking off-hire days in the nine-month period ended September 30, 2021).
Revenues: Revenues decreased by $10.6 million, or 4.3%, from $248.6 million for the nine-month period ended September 30, 2020 to $238.0 million for the same period in 2021. The decrease is mainly attributable to the expirations of the initial multi-year time charters of four of our Steam vessels with Shell in 2020 and early 2021 (which were at higher rates compared to their current re-contracted rates) and a decrease in
17
revenues resulting from the increased off-hire days due to scheduled dry-dockings in the first nine months of 2021, as discussed above. These increases were partially offset by the improved performance of our spot fleet in the first nine months of 2021 compared to the same period in 2020, in line with the ongoing improvement of the LNG shipping market in 2021. The average daily hire rate decreased from $64,777 for the nine-month period ended September 30, 2020 to $61,683 for the nine-month period ended September 30, 2021.
Voyage Expenses and Commissions: Voyage expenses and commissions decreased by $3.6 million, or 40.4%, from $8.9 million in the nine months ended September 30, 2020 to $5.3 million in the nine months ended September 30, 2021. The decrease in voyage expenses and commissions is mainly attributable to a decrease in bunker consumption costs due to the increased utilization of our spot fleet in the first nine months of 2021, as compared to the same period in 2020.
Vessel Operating Costs: Vessel operating costs increased by $1.1 million, or 2.0%, from $55.3 million for the nine-month period ended September 30, 2020 to $56.4 million for the same period in 2021. The increase in vessel operating costs is mainly attributable to an increase of $2.0 million in crew costs in the first nine months of 2021, mainly as a result of COVID-19 restrictions (increased costs for travelling and quarantines) and the unfavorable movement of the EUR/USD exchange rate compared to the same period in 2020. This increase was partially offset by a decrease of $0.9 million in technical maintenance expenses, primarily in connection with increased maintenance needs of the fleet in the first nine months of 2020 compared to the same period in 2021. As a result, daily operating costs per vessel (after excluding calendar days for the Solaris, the operating costs of which are covered by the charterer) increased from $14,420 per day for the nine-month period ended September 30, 2020 to $14,758 per day for the nine-month period ended September 30, 2021.
General and Administrative Expenses: General and administrative expenses decreased by $4.1 million, or 29.3%, from $14.0 million for the nine-month period ended September 30, 2020 to $9.9 million for the same period in 2021. The decrease in general and administrative expenses is mainly attributable to a decrease of $2.3 million in administrative services fees, in connection with the decrease of the annual fee payable to GasLog in 2021 by approximately $0.2 million per vessel per year, and a decrease in amortization of share-based compensation of $1.6 million, mainly due to accelerated vestings of relevant awards in 2020. These decreases were driven by cost-reduction initiatives. As a result, daily general and administrative expenses decreased from $3,399 per vessel ownership day for the nine-month period ended September 30, 2020 to $2,406 per vessel ownership day for the nine-month period ended September 30, 2021.
Impairment Loss on Vessels: Impairment loss on vessels was $18.8 million for the nine-month period ended September 30, 2020 and nil for the same period in 2021. The impairment loss recorded as of June 30, 2020 was recognized with respect to three of the Partnership’s Steam vessels (the Methane Rita Andrea, the Methane Shirley Elisabeth and the Methane Heather Sally), as a result of anticipated increases in volatility in the spot charter market over the near term from COVID-19 pandemic related impacts to LNG and LNG shipping demand.
Financial Costs: Financial costs decreased by $13.1 million, or 32.0%, from $41.0 million for the nine-month period ended September 30, 2020 to $27.9 million for the same period in 2021. The decrease in financial costs is mainly attributable to a decrease of $10.9 million in interest expense on loans, due to the lower LIBOR rates in the nine months ended September 30, 2021 as compared to the same period in 2020, as well as the reduced debt balances year-over-year, and a decrease of $2.5 million in amortization of deferred loan issuance costs as a result of the loan refinancings completed in July 2020, partially offset by a $0.4 million increase in other financial costs. During the nine-month period ended September 30, 2020, we had an average of $1,345.1 million of outstanding indebtedness with a weighted average interest rate of 3.3%, compared to an average of $1,260.4 million of outstanding indebtedness with a weighted average interest rate of 2.4% during the nine-month period ended September 30, 2021.
Loss/(gain) on Derivatives: Loss on derivatives decreased by $15.4 million, from a loss of $14.7 million for the nine-month period ended September 30, 2020 to a gain of $0.7 million for the same period in 2021. The decrease is attributable to a net decrease of $17.6 million in unrealized loss from the mark-to-market valuation of derivatives held for trading which were carried at fair value through profit or loss, which reflected a net loss of $10.3 million in the nine months ended September 30, 2020 as compared to a gain of $7.3 million in the nine months ended September 30, 2021, partially offset by a net increase of $2.2 million in realized loss on derivatives held for trading.
Profit for the Period: Profit for the period increased by $42.3 million, from $34.2 million for the nine-month period ended September 30, 2020 to $76.5 million for the same period in 2021, as a result of the aforementioned factors.
Liquidity and Capital Resources
We operate in a capital-intensive industry and we expect to finance the purchase of any additional vessels or other capital expenditures through a combination of borrowings from commercial banks, cash generated from operations and debt and equity financings, if any. In addition to paying distributions and potentially repurchasing common and preference units, our other liquidity requirements relate to paying our operating and general and administrative expenses, servicing our debt, funding investments, funding working capital and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity and complying with our financial covenants under our debt facilities.
In March 2021, the Partnership established a preference unit repurchase programme (the “Repurchase Programme”), which authorized the repurchase of preference units through March 31, 2023. In the three and nine months ended September 30, 2021, GasLog Partners repurchased and cancelled a total of 334,336 Series B Preference Units and 155,001 Series C Preference Units at a weighted average price below par of $24.64 per Series B Preference Unit and $24.89 per Series C Preference Unit under the Repurchase Programme. The aggregate amount repaid during the period for repurchases of preference units was $12.4 million, including commissions and an amount of $0.2 million with respect to 9,500 Series B Preference Units, the repurchase of which was completed on October 1, 2021.
18
The Partnership did not issue any common units during the third quarter of 2021 under the ATM Common Equity Offering Programme.
As of September 30, 2021, we had $110.2 million of cash and cash equivalents, out of which $48.3 million was held in current accounts and $61.9 million was held in time deposits with an original duration of up to three months.
As of September 30, 2021, we had an aggregate of $1,198.3 million of borrowings outstanding under our credit facilities, of which $195.7 million was repayable within one year. Current borrowings consist of an amount of $96.4 million which was prepaid pursuant to the completion of the sale and lease-back transaction of the GasLog Shanghai with CDBL in October 2021 and $99.3 million of scheduled debt amortization for the next twelve months.
In addition, as of September 30, 2021, we had unused availability under our revolving credit facility with GasLog of $30.0 million, which matures in March 2022.
As of September 30, 2021, the Partnership had in place six interest rate swap agreements at a notional value of $343.3 million in aggregate, maturing between 2022 and 2025. As a result of its hedging agreements, the Partnership has hedged 28.3% of its floating interest rate exposure on its outstanding debt as of September 30, 2021, at a weighted average interest rate of approximately 2.4% (excluding margin).
Working Capital Position
As of September 30, 2021, our current assets exceeded our current liabilities by $2.2 million.
We believe that our current resources, cash from operations and existing debt facilities will be sufficient to meet our working capital requirements and comply with our banking covenants for at least twelve months from the date of this report.
Cash Flows
Nine-month period ended September 30, 2020 compared to the nine-month period ended September 30, 2021
The following table summarizes our net cash flows from operating, investing and financing activities for the periods indicated:
(in thousands of U.S. dollars) | Nine months ended | |||||||
September 30, 2020 | September 30, 2021 | Change | ||||||
Net cash provided by operating activities | 160,216 | 174,576 | 14,360 | |||||
Net cash used in investing activities | (18,686 | ) | (15,387 | ) | 3,299 | |||
Net cash used in financing activities | (159,453 | ) | (152,717 | ) | 6,736 | |||
Net Cash provided by Operating Activities:
Net cash provided by operating activities increased by $14.4 million, from $160.2 million in the nine-month period ended September 30, 2020 to $174.6 million in the nine-month period ended September 30, 2021. The increase of $14.4 million is mainly attributable to a $19.6 million movement in working capital accounts (primarily affected by an increase of $9.2 million from trade receivable movements) and a net decrease of $5.0 million in vessel operating costs, voyage expenses and commissions and general and administrative expenses (after excluding the non-cash decrease in amortization of share-based compensation). These increases were partially offset by a decrease of $10.6 million in revenues.
Net Cash used in Investing Activities:
Net cash used in investing activities decreased by $3.3 million, from $18.7 million in the nine-month period ended September 30, 2020 to $15.4 million in the nine-month period ended September 30, 2021. The increase of $3.3 million is attributable to a decrease in payments for tangible fixed asset additions of $3.6 million, partially offset by an increase in financial income received of $0.3 million.
Net Cash used in Financing Activities:
Net cash used in financing activities decreased by $6.7 million, from $159.4 million in the nine-month period ended September 30, 2020 to $152.7 million in the nine-month period ended September 30, 2021. The decrease of $6.7 million is mainly attributable to a decrease of $431.0 million in bank loan repayments, a decrease of $37.4 million in distributions paid, an increase in proceeds from equity raisings and issuance of general partner units of $10.2 million, a decrease of $7.8 million in net payments for cash collateral for interest rate swaps, a decrease of $7.6 million in interest paid and a decrease of $6.9 million in payments for loan issuance costs, partially offset by a decrease in bank loan drawdowns of $480.0 million, an increase of $11.4 million in cash used for repurchases of common and preference units and a decrease in net proceeds of $2.9 million from entering into or termination of interest rate swap agreements.
Contracted Charter Revenues
The following table summarizes GasLog Partners’ contracted charter revenues and vessel utilization after September 30, 2021:
19
After September |
For the years ending December 31, | |||||||||||||||||||
2021 | 2022 | 2023 | 2024 | 2025-2026 | Total | |||||||||||||||
(in millions of U.S. dollars, except days and percentages) | ||||||||||||||||||||
Contracted time charter revenues(1)(2)(3)(4) | $83.8 | $257.1 | $151.3 | $70.4 | $83.3 | $645.9 | ||||||||||||||
Total contracted days(1)(2) | 1,380 | 4,174 | 2,045 | 823 | 970 | 9,392 | ||||||||||||||
Total available days(5) | 1,380 | 5,475 | 5,355 | 5,460 | 10,650 | 28,320 | ||||||||||||||
Total unfixed days(6) | — | 1,301 | 3,310 | 4,637 | 9,680 | 18,928 | ||||||||||||||
Percentage of total contracted days/total available days | 100.0% | 76.2% | 38.2% | 15.1% | 9.1% | 33.2% |
(1) | Reflects time charter revenues and contracted days for the 15 LNG carriers in our fleet as of September 30, 2021 (including one vessel sold and leased back under a bareboat charter in October 2021). Contracted days are calculated taking into account the firm period charter expiration and expected market conditions as of September 30, 2021. |
(2) | Our ships are scheduled to undergo dry-docking once every five years. Revenue calculations assume 365 revenue days per ship per annum, with 30 off-hire days when each ship undergoes scheduled dry-docking. |
(3) | For time charters that include a variable rate of hire within an agreed range during the charter period, revenue calculations are based on the agreed minimum rate of hire for the respective period. |
(4) | Revenue calculations assume no exercise of any option to extend the terms of the charters. |
(5) | Available days represent total calendar days after deducting 30 off-hire days when the ship undergoes scheduled dry-docking. |
(6) | Represents available days for the ships after the expiration of the existing charters (assuming charterers do not exercise any option to extend the terms of the charters). |
The table above provides information about our contracted charter revenues and ship utilization based on contracts in effect for the 15 LNG carriers in our fleet as of September 30, 2021 (including one vessel sold and leased back under a bareboat charter in October 2021). The table reflects only our contracted charter revenues for the ships in our owned fleet for which we have secured time charters, and it does not reflect the costs or expenses we will incur in fulfilling our obligations under the charters. In particular, the table does not reflect time charter revenues from 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 at comparable charter hire rates. If exercised, the options to extend the terms of our existing charters would result in an increase in the number of contracted days and the contracted revenue for our fleet in the future. Although the contracted charter revenues are based on contracted charter hire rate provisions, they reflect certain assumptions, including assumptions relating to future ship operating costs. We consider the assumptions to be reasonable as of the date of this report, but if these assumptions prove to be incorrect, our actual time charter revenues could differ from those reflected in the table. Furthermore, any contract is subject to various risks, including non-performance by the counterparties or an early termination of the contract pursuant to its terms. If the charterers are unable or unwilling to make charter payments to us, or if we agree to renegotiate charter terms at the request of a charterer or if contracts are prematurely terminated for any reason, we would be exposed to prevailing market conditions at the time and our results of operations and financial condition may be materially adversely affected. Please see the disclosure under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on March 2, 2021. 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 Partnership’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.
20
Exhibit 99.3
GASLOG PARTNERS LP
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
GasLog Partners LP
Unaudited condensed consolidated statements of financial position
As of December 31, 2020 and September 30, 2021
(All amounts expressed in thousands of U.S. Dollars, except unit data)
Note | December 31, 2020 |
September 30, 2021 |
||||||||||
Assets | ||||||||||||
Non-current assets | ||||||||||||
Other non-current assets | 186 | 109 | ||||||||||
Tangible fixed assets | 4 | 2,206,618 | 2,011,079 | |||||||||
Right-of-use assets | 516 | 439 | ||||||||||
Total non-current assets | 2,207,320 | 2,011,627 | ||||||||||
Current assets | ||||||||||||
Vessel held for sale | 4 | — | 145,564 | |||||||||
Trade and other receivables | 16,265 | 11,988 | ||||||||||
Inventories | 3,036 | 3,024 | ||||||||||
Prepayments and other current assets | 2,691 | 1,245 | ||||||||||
Cash and cash equivalents | 103,736 | 110,208 | ||||||||||
Total current assets | 125,728 | 272,029 | ||||||||||
Total assets | 2,333,048 | 2,283,656 | ||||||||||
Partners’ equity and liabilities | ||||||||||||
Partners’ equity | ||||||||||||
Common unitholders (47,517,824 units issued and outstanding as of December 31, 2020 and 51,137,201 units issued and outstanding as of September 30, 2021) | 5 | 594,901 | 656,365 | |||||||||
General partner (1,021,336 units issued and outstanding as of December 31, 2020 and 1,077,494 units issued and outstanding as of September 30, 2021) | 5 | 11,028 | 12,338 | |||||||||
Preference unitholders (5,750,000 Series A Preference Units, 4,600,000 Series B Preference Units and 4,000,000 Series C Preference Units issued and outstanding as of December 31, 2020 and 5,750,000 Series A Preference Units, 4,265,664 Series B Preference Units and 3,844,999 Series C Preference Units issued and outstanding as of September 30, 2021) | 5 | 347,889 | 335,310 | |||||||||
Total partners’ equity | 953,818 | 1,004,013 | ||||||||||
Current liabilities | ||||||||||||
Trade accounts payable | 13,578 | 16,592 | ||||||||||
Due to related parties | 3 | 7,525 | 3,881 | |||||||||
Derivative financial instruments—current portion | 11 | 8,185 | 6,764 | |||||||||
Other payables and accruals | 7 | 50,679 | 46,673 | |||||||||
Borrowings—current portion | 6 | 104,908 | 195,653 | |||||||||
Lease liabilities—current portion | 332 | 255 | ||||||||||
Total current liabilities | 185,207 | 269,818 | ||||||||||
Non-current liabilities | ||||||||||||
Derivative financial instruments—non-current portion | 11 | 12,152 | 6,217 | |||||||||
Borrowings—non-current portion | 6 | 1,180,635 | 1,002,685 | |||||||||
Lease liabilities—non-current portion | 112 | 154 | ||||||||||
Other non-current liabilities | 1,124 | 769 | ||||||||||
Total non-current liabilities | 1,194,023 | 1,009,825 | ||||||||||
Total partners’ equity and liabilities | 2,333,048 | 2,283,656 | ||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
GasLog Partners LP
Unaudited condensed consolidated statements of profit or loss and total comprehensive income or loss
For the three and nine months ended September 30, 2020 and 2021
(All amounts expressed in thousands of U.S. Dollars, except per unit data)
For the three months ended | For the nine months ended | |||||||||||||||||||
Note | September 30, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | ||||||||||||||||
Revenues | 8 | 72,813 | 80,535 | 248,614 | 237,975 | |||||||||||||||
Voyage expenses and commissions | (2,246 | ) | (1,371 | ) | (8,916 | ) | (5,302 | ) | ||||||||||||
Vessel operating costs | 10 | (19,327 | ) | (18,555 | ) | (55,315 | ) | (56,406 | ) | |||||||||||
Depreciation | 4 | (20,577 | ) | (21,281 | ) | (61,850 | ) | (62,765 | ) | |||||||||||
General and administrative expenses | 9 | (5,379 | ) | (3,295 | ) | (13,971 | ) | (9,854 | ) | |||||||||||
Impairment loss on vessels | — | — | (18,841 | ) | — | |||||||||||||||
Profit from operations | 25,284 | 36,033 | 89,721 | 103,648 | ||||||||||||||||
Financial costs | 12 | (12,437 | ) | (9,373 | ) | (41,017 | ) | (27,904 | ) | |||||||||||
Financial income | 9 | 9 | 285 | 32 | ||||||||||||||||
(Loss)/gain on derivatives | 12 | (990 | ) | (182 | ) | (14,741 | ) | 734 | ||||||||||||
Total other expenses, net | (13,418 | ) | (9,546 | ) | (55,473 | ) | (27,138 | ) | ||||||||||||
Profit and total comprehensive income for the period | 11,866 | 26,487 | 34,248 | 76,510 | ||||||||||||||||
Earnings per unit, basic and diluted: | 13 | |||||||||||||||||||
Common unit, basic | 0.09 | 0.37 | 0.24 | 1.08 | ||||||||||||||||
Common unit, diluted | 0.08 | 0.36 | 0.23 | 1.04 | ||||||||||||||||
General partner unit | 0.09 | 0.37 | 0.24 | 1.09 | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
GasLog Partners LP
Unaudited condensed consolidated statements of changes in partners’ equity
For the nine months ended September 30, 2020 and 2021
(All amounts expressed in thousands of U.S. Dollars, except unit data)
General partner | Common unitholders | Class B unitholders | Preference unitholders | Total Partners’ | ||||||||||||||||||||||||||||
Units | Amounts | Units | Amounts | Units | Units | Amounts | equity | |||||||||||||||||||||||||
Balance as of January 1, 2020 | 1,021,336 | 11,271 | 46,860,182 | 606,811 | 2,490,000 | 14,350,000 | 347,889 | 965,971 | ||||||||||||||||||||||||
Equity offering costs | — | — | — | (142 | ) | — | — | — | (142 | ) | ||||||||||||||||||||||
Settlement of awards vested during the period | — | — | 434,132 | — | — | — | — | — | ||||||||||||||||||||||||
Repurchases of common units | — | — | (191,490 | ) | (996 | ) | — | — | — | (996 | ) | |||||||||||||||||||||
Conversion of Class B units to common units | — | — | 415,000 | — | (415,000 | ) | — | — | — | |||||||||||||||||||||||
Distributions declared | — | (829 | ) | — | (37,914 | ) | — | — | (22,746 | ) | (61,489 | ) | ||||||||||||||||||||
Share-based compensation, net of accrued distribution | — | 34 | — | 1,565 | — | — | — | 1,599 | ||||||||||||||||||||||||
Partnership’s profit and total comprehensive income (Note 13) | — | 246 | — | 11,256 | — | — | 22,746 | 34,248 | ||||||||||||||||||||||||
Balance as of September 30, 2020 | 1,021,336 | 10,722 | 47,517,824 | 580,580 | 2,075,000 | 14,350,000 | 347,889 | 939,191 | ||||||||||||||||||||||||
Balance as of January 1, 2021 | 1,021,336 | 11,028 | 47,517,824 | 594,901 | 2,075,000 | 14,350,000 | 347,889 | 953,818 | ||||||||||||||||||||||||
Net proceeds from public offerings of common units and issuances of general partner units (Note 5) | 56,158 | 205 | 3,195,401 | 9,637 | — | — | — | 9,842 | ||||||||||||||||||||||||
Settlement of awards vested during the period | — | — | 8,976 | — | — | — | — | — | ||||||||||||||||||||||||
Repurchases of preference units (Notes 5, 13) | — | 3 | — | 132 | — | (489,337 | ) | (12,496 | ) | (12,361 | ) | |||||||||||||||||||||
Conversion of Class B units to common units | — | — | 415,000 | — | (415,000 | ) | — | — | — | |||||||||||||||||||||||
Distributions declared (Note 5) | — | (31 | ) | — | (1,461 | ) | — | — | (22,576 | ) | (24,068 | ) | ||||||||||||||||||||
Share-based compensation, net of accrued distribution | — | 6 | — | 266 | — | — | — | 272 | ||||||||||||||||||||||||
Partnership’s profit and total comprehensive income (Note 13) | — | 1,127 | — | 52,890 | — | — | 22,493 | 76,510 | ||||||||||||||||||||||||
Balance as of September 30, 2021 | 1,077,494 | 12,338 | 51,137,201 | 656,365 | 1,660,000 | 13,860,663 | 335,310 | 1,004,013 |
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
F-4
GasLog Partners LP
Unaudited condensed consolidated statements of cash flows
For the nine months ended September 30, 2020 and 2021
(All amounts expressed in thousands of U.S. Dollars)
For the nine months ended | ||||||||||||
Note | September 30, 2020 |
September 30, 2021 |
||||||||||
(restated)(1) | ||||||||||||
Cash flows from operating activities: | ||||||||||||
Profit for the period | 34,248 | 76,510 | ||||||||||
Adjustments for: | ||||||||||||
Depreciation | 4 | 61,850 | 62,765 | |||||||||
Impairment loss on vessels | 18,841 | — | ||||||||||
Financial costs | 12 | 41,017 | 27,904 | |||||||||
Financial income | (285 | ) | (32 | ) | ||||||||
Loss/(gain) on derivatives (excluding realized loss on forward foreign exchange contracts held for trading) | 12 | 14,448 | (734 | ) | ||||||||
Share-based compensation | 9 | 1,833 | 266 | |||||||||
171,952 | 166,679 | |||||||||||
Movements in working capital | (11,736 | ) | 7,897 | |||||||||
Net cash provided by operating activities | 160,216 | 174,576 | ||||||||||
Cash flows from investing activities: | ||||||||||||
Payments for tangible fixed asset additions | (19,002 | ) | (15,419 | ) | ||||||||
Financial income received | 316 | 32 | ||||||||||
Maturity of short-term investments | — | 2,500 | ||||||||||
Purchase of short-term investments | — | (2,500 | ) | |||||||||
Net cash used in investing activities | (18,686 | ) | (15,387 | ) | ||||||||
Cash flows from financing activities: | ||||||||||||
Borrowings drawdowns | 6 | 479,984 | — | |||||||||
Borrowings repayments | 6 | (521,880 | ) | (90,853 | ) | |||||||
Interest paid | (42,906 | ) | (35,277 | ) | ||||||||
Payments of cash collateral for interest rate swaps | (16,730 | ) | — | |||||||||
Release of cash collateral for interest rate swaps | 9,170 | 280 | ||||||||||
Payment of loan issuance costs | (6,914 | ) | — | |||||||||
Proceeds from entering into interest rate swaps | 16,056 | — | ||||||||||
Payments for interest rate swaps termination | (13,210 | ) | — | |||||||||
Proceeds from public offerings of common units and issuances of general partner units (net of underwriting discounts and commissions) | 5 | — | 10,205 | |||||||||
Repurchases of common and preference units | 5 | (996 | ) | (12,361 | ) | |||||||
Payment of offering costs | (119 | ) | (333 | ) | ||||||||
Distributions paid | 5 | (61,489 | ) | (24,068 | ) | |||||||
Payments for lease liabilities | (419 | ) | (310 | ) | ||||||||
Net cash used in financing activities | (159,453 | ) | (152,717 | ) | ||||||||
(Decrease)/increase in cash and cash equivalents | (17,923 | ) | 6,472 | |||||||||
Cash and cash equivalents, beginning of the period | 96,884 | 103,736 | ||||||||||
Cash and cash equivalents, end of the period | 78,961 | 110,208 | ||||||||||
Non-cash investing and financing activities: | ||||||||||||
Capital expenditures included in liabilities at the end of the period | 10,772 | 10,279 | ||||||||||
Financing costs included in liabilities at the end of the period | 7 | 51 | ||||||||||
Offering costs included in liabilities at the end of the period | 37 | 30 |
(1) | Restated so as to reflect a change in accounting policy introduced on January 1, 2021, with respect to the reclassification of interest paid and movements of cash collateral for interest rate swaps (Note 2). |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
GasLog Partners LP
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2020 and 2021
(All amounts expressed in thousands of U.S. Dollars, except unit data)
1. Organization and Operations
GasLog Partners LP (“GasLog Partners” or the “Partnership”) was formed as a limited partnership under the laws of the Marshall Islands on January 23, 2014, as a wholly owned subsidiary of GasLog Ltd. (“GasLog” or the “Parent”) for the purpose of initially acquiring the interests in three liquefied natural gas (“LNG”) carriers (or the “Initial Fleet”) that were contributed to the Partnership by GasLog in connection with the initial public offering of its common units (the “IPO”).
As of September 30, 2021, GasLog holds a 33.3% ownership interest in the Partnership (including 2.0% through its general partner interest). As a result of its 100% 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.
The Partnership’s principal business is the acquisition and operation of LNG vessels, providing LNG transportation services on a worldwide basis primarily under multi-year charters. GasLog LNG Services Ltd. (“GasLog LNG Services” or the “Manager”), a related party and a wholly owned subsidiary of GasLog, incorporated under the laws of Bermuda, provides technical and commercial services to the Partnership. As of September 30, 2021, the Partnership owned 15 LNG vessels.
The accompanying unaudited condensed consolidated financial statements include the financial statements of GasLog Partners and its subsidiaries, which are 100% owned by the Partnership. No new subsidiaries were established or acquired in the nine months ended September 30, 2021.
2. Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Certain information and footnote disclosures required by IFRS for a complete set of annual financial statements have been omitted, and, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Partnership’s annual consolidated financial statements for the year ended December 31, 2020, filed on an Annual Report on Form 20-F with the Securities Exchange Commission on March 2, 2021.
The unaudited condensed consolidated financial statements have been 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 applied in the preparation of the Partnership’s consolidated financial statements for the year ended December 31, 2020, with the exception of (a) a reclassification in the consolidated statements of cash flows and (b) the implementation of the “Non-current assets held for sale” accounting policy, which are both set out below. On October 27, 2021, the Partnership’s board of directors authorized the unaudited condensed consolidated financial statements for issuance.
(a) Reclassification in the consolidated statements of cash flows
Until December 31, 2020, interest paid and movements of cash collateral were presented in the consolidated statement of cash flows under cash provided by operating activities. IAS 7 Cash Flow Statement does not dictate how interest cash flows should be classified, but rather allows an entity to determine the classification appropriate to its business. The standard permits entities to present payments for interest under either operating or financing activities, provided that the elected presentation is applied consistently from period to period. In 2021, management, after reviewing the Exposure Draft General Presentation and Disclosures issued by the IASB in December 2019, elected to reclassify interest paid including cash paid for interest rate swaps held for trading and the movements of cash collateral related to the Partnership’s interest rate swaps under cash used in financing activities, in conformity with the proposal of the Exposure Draft to reduce presentation alternatives and classify interest paid as a cash flow arising from financing activities. Management believes that the revised classification provides more relevant information to users, as it better reflects management’s view of the financing nature of these transactions. Comparative figures have been retrospectively adjusted to reflect this change in policy in the statement of cash flows, as follows:
Nine months ended September 30, 2020 | ||||||||||||
As previously reported | Adjustments | As restated | ||||||||||
Net cash provided by operating activities | 109,750 | 50,466 | 160,216 | |||||||||
Net cash used in investing activities | (18,686 | ) | — | (18,686 | ) | |||||||
Net cash used in financing activities | (108,987 | ) | (50,466 | ) | (159,453 | ) | ||||||
Decrease in cash and cash equivalents | (17,923 | ) | — | (17,923 | ) |
(b) Non-current assets held for sale
Non-current assets (such as vessels) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell. An impairment loss is recognized for any initial or subsequent write-down of the asset to fair value less costs to sell. A
F-6
gain is recognized for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the non-current asset is recognized at the date of derecognition. Non-current assets held for sale are presented separately from the other assets in the statement of financial position and are not depreciated or amortized while they are classified as held for sale.
The critical accounting judgments and key sources of estimation uncertainty were disclosed in the Partnership’s annual consolidated financial statements for the year ended December 31, 2020 and remain unchanged.
The unaudited condensed consolidated financial statements are expressed in thousands of U.S. Dollars (“USD”), which is the functional currency of the Partnership and each of its subsidiaries because their vessels operate in international shipping markets, in which revenues and expenses are primarily settled in USD and the Partnership’s most significant assets and liabilities are paid for and settled in USD.
As of September 30, 2021, the Partnership’s current assets totaled $272,029 while current liabilities totaled $269,818, resulting in a positive working capital position of $2,211. In considering going concern, management has reviewed the Partnership’s future cash requirements, covenant compliance and earnings projections.
Management monitors the Partnership’s liquidity position throughout the year to ensure that it has access to sufficient funds to meet its forecast cash requirements, including debt service commitments, and to monitor compliance with the financial covenants within its loan facilities. Management anticipates that the Partnership’s primary sources of funds for at least twelve months from the date of this report will be available cash, cash from operations and existing debt facilities, as well as the sale and lease-back transaction concluded in October 2021 that released incremental net liquidity of $20,121. Management believes that these anticipated sources of funds, as well as its ability to access the debt or equity capital markets if needed, will be sufficient for the Partnership to meet its liquidity needs and comply with its banking covenants for at least twelve months from the date of this report and therefore it is appropriate to prepare the financial statements on a going concern basis. Additionally, the Partnership may enter into new debt facilities in the future, as well as public equity or debt instruments, although there can be no assurance that the Partnership will be able to obtain additional debt or equity financing on terms acceptable to the Partnership, which will also depend on financial, commercial and other factors, as well as a significant recovery in capital market conditions and a sustainable improvement in the LNG charter market, that are beyond the Partnership’s control.
Adoption of new and revised IFRS
(a) Standards and interpretations adopted in the current period
In August 2020, the IASB issued the Phase 2 amendments to IFRS 9 Financial Instruments, IFRS 7 Financial Instruments: Disclosures, IFRS 4 and IFRS 16 in connection with the Phase 2 of the interest rate benchmark reform. The amendments address the issues arising from the implementation of the reforms, including the replacement of one benchmark with an alternative one. The amendments are effective for annual periods beginning on or after January 1, 2021 and did not have a material impact on the Partnership’s consolidated financial statements.
There were no other IFRS standards or amendments that became effective in the current period which were relevant to the Partnership or material with respect to the Partnership’s financial statements.
(b) Standards and amendments in issue not yet adopted
In January 2020, the IASB issued a narrow-scope amendment to IAS 1 Presentation of Financial Statements, to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (for example, the receipt of a waiver or a breach of covenant). The amendment also defines the “settlement” of a liability as the extinguishment of a liability with cash, other economic resources or an entity’s own equity instruments. The amendment will be effective for annual periods beginning on or after January 1, 2022 and should be applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Earlier application is permitted. Management anticipates that this amendment will not have a material impact on the Partnership’s financial statements.
At the date of authorization of these unaudited condensed consolidated financial statements, there were no other IFRS standards and amendments issued but not yet adopted with an expected material effect on the Partnership’s financial statements.
3. Related party transactions
The Partnership has the following balances with related parties, which have been included in the unaudited condensed consolidated statements of financial position:
Amounts due to related parties | ||||||||
December 31, 2020 | September 30, 2021 | |||||||
Due to GasLog LNG Services (a) | 7,361 | 2,775 | ||||||
Due to GasLog (b) | 164 | 1,106 | ||||||
Total | 7,525 | 3,881 |
(a) | The balances represent mainly payments made by GasLog LNG Services on behalf of the Partnership. |
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(b) | The balances represent mainly payments made by GasLog on behalf of the Partnership. |
Loans due to related parties
The main terms of the revolving credit facility of $30,000 with GasLog (the “Sponsor Credit Facility”) have been disclosed in the annual consolidated financial statements for the year ended December 31, 2020. Refer to Note 6 “Borrowings”.
As of December 31, 2020 and September 30, 2021, the amount outstanding under the Sponsor Credit Facility was nil.
The main terms of the Partnership’s related party transactions, including the commercial management agreements, administrative services agreement and ship management agreements with GasLog and GasLog LNG Services, have been disclosed in the annual consolidated financial statements for the year ended December 31, 2020. Refer to Note 13 “Related Party Transactions”.
The Partnership had the following transactions with such related parties, which have been included in the unaudited condensed consolidated statements of profit or loss for the three and nine months ended September 30, 2020 and 2021:
For the three months ended | For the nine months ended | |||||||||||||||||||
Company | Details | Account | September
30, 2020 | September
30, 2021 | September
30, 2020 | September
30, 2021 | ||||||||||||||
GasLog/ GasLog LNG Services(i) | Commercial management fees | General and administrative expenses | 1,350 | 1,350 | 4,050 | 4,050 | ||||||||||||||
GasLog | Administrative services fees(ii) | General and administrative expenses | 1,960 | 1,177 | 5,879 | 3,531 | ||||||||||||||
GasLog LNG Services | Management fees | Vessel operating costs | 1,932 | 1,932 | 5,796 | 5,796 | ||||||||||||||
GasLog LNG Services | Other vessel operating costs | Vessel operating costs | 5 | — | 35 | 10 | ||||||||||||||
GasLog | Commitment fee under Sponsor Credit Facility | Financial costs | 76 | 77 | 228 | 228 | ||||||||||||||
GasLog | Realized loss on interest rate swaps held for trading (Note 12) | (Loss)/gain on derivatives | 2,029 | 947 | 3,154 | 3,639 | ||||||||||||||
GasLog | Realized (gain)/loss on forward foreign exchange contracts held for trading (Note 12) | (Loss)/gain on derivatives | (116 | ) | — | 293 | — |
(i) | Effective July 21, 2020, October 1, 2020 and November 1, 2020, the commercial management agreements between the vessel-owning entities and GasLog were novated to GasLog LNG Services as the provider of commercial management services. |
(ii) | Effective January 1, 2021, the administrative services fee was reduced to $314 per vessel per year, from $523 effective since January 1, 2020. |
4. Tangible Fixed Assets and Vessel Held for Sale
The movement in tangible fixed assets (i.e. vessels and their associated depot spares) is reported in the following table:
Vessels | Other
tangible assets | Total
tangible fixed assets | ||||||||||
Cost | ||||||||||||
As of January 1, 2021 | 2,873,829 | 2,719 | 2,876,548 | |||||||||
Additions | 11,677 | 760 | 12,437 | |||||||||
Fully amortized dry-docking component | (14,512 | ) | — | (14,512 | ) | |||||||
Transfer under Vessel held for sale | (190,295 | ) | — | (190,295 | ) | |||||||
As of September 30, 2021 | 2,680,699 | 3,479 | 2,684,178 | |||||||||
Accumulated depreciation | ||||||||||||
As of January 1, 2021 | 669,930 | — | 669,930 | |||||||||
Depreciation expense | 62,412 | — | 62,412 | |||||||||
Fully amortized dry-docking component | (14,512 | ) | — | (14,512 | ) | |||||||
Transfer under Vessel held for sale | (44,731 | ) | — | (44,731 | ) | |||||||
As of September 30, 2021 | 673,099 | — | 673,099 | |||||||||
Net book value | ||||||||||||
As of December 31, 2020 | 2,203,899 | 2,719 | 2,206,618 | |||||||||
As of September 30, 2021 | 2,007,600 | 3,479 | 2,011,079 |
All vessels have been pledged as collateral under the terms of the Partnership’s credit facilities.
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As of September 30, 2021, the board of directors of the Partnership approved the sale and lease-back transaction of the GasLog Shanghai with a wholly-owned subsidiary of China Development Bank Leasing (“CDBL”), which was completed on October 26, 2021 (Note 15). All criteria outlined by IFRS 5 Non-current Assets Held for Sale and Discontinued Operations were deemed to have been met as of the reporting date. As a result, the carrying amount of the GasLog Shanghai ($145,564) was reclassified as a “Vessel held for sale” (within current assets) and remeasured at the lower of its carrying amount and fair value less costs to sell, with no impairment losses recognized.
As of September 30, 2021, the Partnership concluded that there were no events or circumstances triggering the existence of potential impairment or reversal of impairment of its remaining vessels.
5. Partners’ Equity
The Partnership’s cash distributions for the nine months ended September 30, 2021 are presented in the following table:
Declaration date | Type of units | Distribution per unit | Payment date | Amount paid | ||||||||
January 27, 2021 | Common | $0.01 | February 11, 2021 | 485 | ||||||||
February 19, 2021 | Preference (Series A, B, C) | $0.5390625, $0.5125, $0.53125 | March 15, 2021 | 7,582 | ||||||||
April 28, 2021 | Common | $0.01 | May 13, 2021 | 485 | ||||||||
May 13, 2021 | Preference (Series A, B, C) | $0.5390625, $0.5125, $0.53125 | June 14, 2021 | 7,582 | ||||||||
July 26, 2021 | Common | $0.01 | August 12, 2021 | 522 | ||||||||
July 26, 2021 | Preference (Series A, B, C) | $0.5390625, $0.5125, $0.53125 | September 13, 2021 | 7,412 | ||||||||
Total | $ | 24,068 |
On April 6, 2021, GasLog Partners issued 8,976 common units in connection with the vesting of 5,984 Restricted Common Units (“RCUs”) and 2,992 Performance Common Units (“PCUs”) under its 2015 Long-Term Incentive Plan (the “2015 Plan”).
In addition, under the Partnership’s ATM Common Equity Offering Programme (“ATM Programme”), there was an issuance of 3,195,401 additional common units in the nine months ended September 30, 2021, for total net proceeds of $9,637. During this period, the Partnership also issued 56,158 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest for net proceeds of $205.
On July 1, 2021, GasLog Partners issued 415,000 common units in connection with GasLog’s option to convert the second tranche of its Class B units issued upon the elimination of incentive distributions rights in June 2019.
Finally, under the Partnership’s preference unit repurchase programme established in March 2021 and covering the period March 11, 2021 to March 31, 2023, GasLog Partners repurchased and cancelled a total of 334,336 Series B Preference Units and 155,001 Series C Preference Units at a weighted average price below par of $24.64 per Series B Preference Unit and $24.89 per Series C Preference Unit, respectively. The aggregate amount repaid during the period for repurchases of preference units was $12,361, including commissions and an amount of $239 with respect to 9,500 Series B Preference Units, the repurchase of which was completed on October 1, 2021 (Note 15).
6. Borrowings
December 31, 2020 | September 30, 2021 | |||||||
Amounts due within one year | 109,673 | 200,543 | ||||||
Less: unamortized deferred loan issuance costs | (4,765 | ) | (4,890 | ) | ||||
Borrowings – current portion | 104,908 | 195,653 | ||||||
Amounts due after one year | 1,195,241 | 1,013,518 | ||||||
Less: unamortized deferred loan issuance costs | (14,606 | ) | (10,833 | ) | ||||
Borrowings – non-current portion | 1,180,635 | 1,002,685 | ||||||
Total | 1,285,543 | 1,198,338 |
The main terms of the credit facilities, including financial covenants, and the Sponsor Credit Facility have been disclosed in the annual consolidated financial statements for the year ended December 31, 2020. Refer to Note 6 “Borrowings”.
In the nine months ended September 30, 2021, the Partnership repaid $90,853 in accordance with the repayment terms under its credit facilities. In connection with the de-listing of the Parent’s common shares from the New York Stock Exchange completed in June 2021, supplemental agreements have been signed with certain of the Partnership’s lenders with respect to clauses relating to its Parent, GasLog. All costs relating to such amendments have been covered by GasLog directly.
The current portion of borrowings includes an amount of $96,427 (debt less unamortized loan issuance costs) with respect to the GasLog Shanghai, which was classified under “Vessel held for sale” as of September 30, 2021 (Note 4).
GasLog Partners was in compliance with its financial covenants as of September 30, 2021.
F-9
7. Other Payables and Accruals
An analysis of other payables and accruals is as follows:
December 31, 2020 | September 30, | ||||||
Unearned revenue | 25,828 | 25,721 | |||||
Accrued off-hire | 1,802 | 3,497 | |||||
Accrued purchases | 4,187 | 3,909 | |||||
Accrued interest | 10,855 | 6,521 | |||||
Other accruals | 8,007 | 7,025 | |||||
Total | 50,679 | 46,673 |
8. Revenues
The Partnership has recognized the following amounts relating to revenues:
For the three months ended | For the nine months ended | ||||||||||||||
September 30, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | ||||||||||||
Revenues from long-term time charters | 54,362 | 39,960 | 185,932 | 132,875 | |||||||||||
Revenues from spot time charters | 18,451 | 40,575 | 62,682 | 105,100 | |||||||||||
Total | 72,813 | 80,535 | 248,614 | 237,975 |
The Partnership defines long-term time charters as charter party agreements with an initial duration of more than five years (excluding any optional periods), while all charter party agreements of an initial duration of less than (or equal to) five years (excluding any optional periods) are classified as spot time charters.
9. 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, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | ||||||||||||
Administrative services fees (Note 3) | 1,960 | 1,177 | 5,879 | 3,531 | |||||||||||
Commercial management fees (Note 3) | 1,350 | 1,350 | 4,050 | 4,050 | |||||||||||
Share-based compensation | 1,174 | 99 | 1,833 | 266 | |||||||||||
Other expenses | 895 | 669 | 2,209 | 2,007 | |||||||||||
Total | 5,379 | 3,295 | 13,971 | 9,854 |
10. Vessel Operating Costs
An analysis of vessel operating costs is as follows:
For the three months ended | For the nine months ended | ||||||||||||||
September 30, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | ||||||||||||
Crew costs | 9,312 | 10,324 | 26,931 | 28,971 | |||||||||||
Technical maintenance expenses | 5,493 | 4,418 | 15,572 | 14,632 | |||||||||||
Other operating expenses | 4,522 | 3,813 | 12,812 | 12,803 | |||||||||||
Total | 19,327 | 18,555 | 55,315 | 56,406 |
11. Derivative Financial Instruments
The fair value of the Partnership’s derivative liabilities is as follows:
December 31, 2020 | September 30, 2021 | ||||||
Derivative liabilities carried at fair value through profit or loss (FVTPL) | |||||||
Interest rate swaps | 20,337 | 12,981 | |||||
Total | 20,337 | 12,981 | |||||
Derivative financial instruments, current liability | 8,185 | 6,764 | |||||
Derivative financial instruments, non-current liability | 12,152 | 6,217 | |||||
Total | 20,337 | 12,981 |
F-10
Interest rate swap agreements
The Partnership enters into interest rate swap agreements which convert the floating interest rate exposure into a fixed interest rate in order to hedge a portion of the Partnership’s exposure to fluctuations in prevailing market interest rates. Under the interest rate swaps, the counterparty effects quarterly floating-rate payments to the Partnership for the notional amount based on the three-month USD London Interbank Offered Rate (“LIBOR”), and the Partnership effects quarterly payments to the counterparty on the notional amount at the respective fixed rates.
Interest rate swaps held for trading
The principal terms of the Partnership’s interest rate swaps held for trading as of December 31, 2020 have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2020. Refer to Note 17 “Derivative Financial Instruments”.
The derivative instruments of the Partnership were not designated as cash flow hedging instruments as of September 30, 2021. The change in the fair value of the interest rate swaps for the three and nine months ended September 30, 2021 amounted to a gain of $1,787 and a gain of $7,356, respectively (for the three and nine months ended September 30, 2020, a gain of $1,617 and a loss of $10,531, respectively), which was recognized in profit or loss in the period incurred and is included in (Loss)/gain on derivatives. During the three and nine months ended September 30, 2021, the gain of $1,787 and $7,356, respectively (Note 12), was attributable to changes in the USD LIBOR yield curve, which was used to calculate the present value of the estimated future cash flows, resulting in a decrease in derivative liabilities from interest rate swaps held for trading.
Forward foreign exchange contracts
The Partnership uses non-deliverable forward foreign exchange contracts to mitigate foreign exchange transaction exposures in Euros (“EUR”) and Singapore Dollars (“SGD”). Under these non-deliverable forward foreign exchange contracts, the counterparties settle the difference between the fixed exchange rate and the prevailing rate on the agreed notional amounts 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.
Forward foreign exchange contracts held for trading
During the nine months ended September 30, 2021, the Partnership did not enter any new forward foreign exchange contracts and the change in the fair value of forward foreign exchange contracts for the three and nine months ended September 30, 2021 was nil. The change in the fair value of such contracts for the three and nine months ended September 30, 2020 amounted to a gain of $265 and $196, respectively, which was recognized in profit or loss in the period incurred and is included in (Loss)/gain on derivatives (Note 12).
12. Financial Costs and (Loss)/Gain on Derivatives
An analysis of financial costs is as follows:
For the three months ended | For the nine months ended | ||||||||||||||
September 30, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | ||||||||||||
Amortization and write-off of deferred loan issuance costs | 3,205 | 1,209 | 6,190 | 3,648 | |||||||||||
Interest expense on loans | 9,094 | 7,538 | 33,994 | 23,137 | |||||||||||
Lease expense | 7 | 5 | 26 | 14 | |||||||||||
Commitment fees | 74 | 77 | 282 | 228 | |||||||||||
Other financial costs including bank commissions | 57 | 544 | 525 | 877 | |||||||||||
Total financial costs | 12,437 | 9,373 | 41,017 | 27,904 |
An analysis of loss/(gain) on derivatives is as follows:
For the three months ended | For the nine months ended | |||||||||||||||
September 30, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | |||||||||||||
Unrealized (gain)/loss on interest rate swaps held for trading (Note 11) | (1,617 | ) | (1,787 | ) | 10,531 | (7,356 | ) | |||||||||
Unrealized gain on forward foreign exchange contracts held for trading (Note 11) | (265 | ) | — | (196 | ) | — | ||||||||||
Realized loss on interest rate swaps held for trading | 2,988 | 1,969 | 4,113 | 6,622 | ||||||||||||
Realized (gain)/loss on forward foreign exchange contracts held for trading | (116 | ) | — | 293 | — | |||||||||||
Total loss/(gain) on derivatives | 990 | 182 | 14,741 | (734 | ) |
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13. Earnings per Unit (“EPU”)
The Partnership calculates earnings per unit by allocating reported profit for each period to each class of units based on the distribution policy for available cash stated in the Partnership Agreement.
Basic earnings per unit is determined by dividing profit for the period, after deducting preference unit distributions and adding any excess of the carrying amount of preference units over the fair value of the consideration paid to settle them, by the weighted average number of units outstanding during the period. Diluted earnings per unit is calculated by dividing the profit of the period attributable to common unitholders by the weighted average number of potential ordinary common units assumed to have been converted into common units, unless such potential ordinary common units have an antidilutive effect.
Earnings per unit is presented for the period in which the units were outstanding, with earnings calculated as follows:
For the three months ended | For the nine months ended | |||||||||||||||
September 30, 2020 | September 30, 2021 | September 30, 2020 | September 30, 2021 | |||||||||||||
Profit for the period and Partnership’s profit | 11,866 | 26,487 | 34,248 | 76,510 | ||||||||||||
Adjustment for: | ||||||||||||||||
Accrued preference unit distributions | (7,582 | ) | (7,329 | ) | (22,746 | ) | (22,493 | ) | ||||||||
Differences on repurchase of preference units | — | 135 | — | 135 | ||||||||||||
Partnership’s profit attributable to: | 4,284 | 19,293 | 11,502 | 54,152 | ||||||||||||
Common unitholders | 4,193 | 18,895 | 11,256 | 53,022 | ||||||||||||
General partner | 91 | 398 | 246 | 1,130 | ||||||||||||
Weighted average number of units outstanding (basic) | ||||||||||||||||
Common units | 47,167,488 | 51,132,690 | 46,882,894 | 48,950,508 | ||||||||||||
General partner units | 1,021,336 | 1,077,494 | 1,021,336 | 1,040,467 | ||||||||||||
Earnings per unit (basic) | ||||||||||||||||
Common unitholders | 0.09 | 0.37 | 0.24 | 1.08 | ||||||||||||
General partner | 0.09 | 0.37 | 0.24 | 1.09 | ||||||||||||
Weighted average number of units outstanding (diluted) | ||||||||||||||||
Common units* | 49,552,917 | 53,167,016 | 49,521,584 | 51,151,079 | ||||||||||||
General partner units | 1,021,336 | 1,077,494 | 1,021,336 | 1,040,467 | ||||||||||||
Earnings per unit (diluted) | ||||||||||||||||
Common unitholders | 0.08 | 0.36 | 0.23 | 1.04 | ||||||||||||
General partner | 0.09 | 0.37 | 0.24 | 1.09 |
* | Includes unvested awards with respect to the 2015 Plan and Class B units. After the conversion of the first and second tranches of 415,000 Class B units on July 1, 2020 and 2021, respectively, the remaining 1,660,000 Class B units will become eligible for conversion on a one-for-one basis into common units at GasLog’s option in four tranches of 415,000 units per annum on July 1 of 2022, 2023, 2024 and 2025. |
14. Commitments and Contingencies
Future gross minimum lease payments receivable in relation to non-cancellable time charter agreements for vessels in operation as of September 30, 2021 are as follows (30 off-hire days are assumed when each vessel will undergo scheduled dry-docking; in addition, early redelivery 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, 2021 | ||
Not later than one year | 216,398 | ||
Later than one year and not later than two years | 135,628 | ||
Later than two years and not later than three years | 64,110 | ||
Later than three years and not later than four years | 50,280 | ||
Later than four years and not later than five years | 29,206 | ||
Total | $ | 495,622 |
In September 2017 and July 2018, GasLog LNG Services entered into maintenance agreements with Wartsila Greece S.A. in respect of eight of the Partnership’s LNG carriers. The agreements ensure dynamic maintenance planning, technical support, security of spare parts supply, specialist technical personnel and performance monitoring.
In March 2019, GasLog LNG Services entered into an agreement with Samsung Heavy Industries Co., Ltd. (“Samsung”) in respect of eleven of the Partnership’s LNG carriers. The agreement covers the supply of ballast water management systems on board the vessels by Samsung and associated field, commissioning and engineering services for a firm period of six years. As of September 30, 2021, ballast water management systems had been installed on seven out of the eleven vessels.
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
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operations of the Partnership’s vessels. Currently, management is not aware of any such claims or contingent liabilities requiring disclosure in the consolidated financial statements.
15. Subsequent Events
On October 1, 2021 and October 4, 2021, GasLog Partners completed the repurchase of an additional 13,700 Series B Preference Units at a weighted average price of $25.05 per unit under its preference unit repurchase programme.
On October 26, 2021, GasLog Partners’ subsidiary, GAS-three Ltd., completed the sale and leaseback of the GasLog Shanghai, a 155,000 cbm tri-fuel diesel electric (“TFDE”) LNG carrier, built in 2013, with CL Gas Three Limited (‘‘CL Gas Three”), a wholly-owned subsidiary of CDBL. The vessel was sold and leased back under a bareboat charter with CL Gas Three for a period of five years, with no repurchase option or obligation. The debt associated with the vessel was prepaid on October 26, 2021. The vessel remains on its charter with a subsidiary of Gunvor Group Ltd.
On October 26, 2021, the board of directors of GasLog Partners approved and declared a quarterly cash distribution of $0.01 per common unit for the quarter ended September 30, 2021. The cash distribution is payable on November 12, 2021 to all unitholders of record as of November 8, 2021. The aggregate amount of the declared distribution will be $522 based on the number of units issued and outstanding as of September 30, 2021.
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