Exhibit 99.1
GasLog Ltd. Reports Financial Results for the Three-Month Period Ended June 30, 2023
Hamilton, Bermuda, August 3, 2023, GasLog Ltd. and its subsidiaries (“GasLog”, “Group” or “Company”) (NYSE: GLOG-PA), an international owner, operator and manager of liquefied natural gas (“LNG”) carriers, today reported its financial results for the quarter ended June 30, 2023.
Recent Developments
Agreement for Sale of GasLog Athens
On July 17, 2023, GasLog completed the sale of the GasLog Athens, a 145,000 cubic meter (“cbm”) steam turbine propulsion (“Steam”) LNG carrier to an unrelated third party. When the Memorandum of Agreement was signed, in January 2023, the vessel was reclassified as held for sale and a non-cash impairment loss of $9.3 million was recognized.
Merger Agreement with GasLog Partners
On April 6, 2023, GasLog entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GasLog Partners LP (“GasLog Partners” or the “Partnership”), GasLog Partners GP LLC, the general partner of the Partnership and Saturn Merger Sub LLC, a wholly owned subsidiary of GasLog (“Merger Sub”). Pursuant to the Merger Agreement, (i) Merger Sub would merge with and into the Partnership, with the Partnership surviving as a direct subsidiary of GasLog, and (ii) GasLog would acquire the outstanding common units of the Partnership not beneficially owned by GasLog for overall consideration of $8.65 per common unit in cash (the “Transaction”), consisting in part of a special distribution by the Partnership of $3.28 per common unit in cash (the “Special Distribution”) that would be distributed to the Partnership’s unitholders in connection with the closing of the Transaction and the remainder to be paid by GasLog as merger consideration at the closing of the Transaction.
The conflicts committee (the “Conflicts Committee”) of the Partnership’s board of directors, comprised solely of independent directors and advised by its own independent legal and financial advisors, unanimously recommended that the Partnership’s board of directors approve the Merger Agreement and determined that the Transaction was in the best interests of the Partnership and the holders of its common units unaffiliated with GasLog. Acting upon the recommendation and approval of the Conflicts Committee, the Partnership’s board of directors unanimously approved the Merger Agreement and the Transaction and recommended that the common unitholders of the Partnership vote in favor of the Transaction.
The Transaction was approved at the special meeting of the common unitholders of the Partnership held on July 7, 2023, based on the affirmative vote (in person and in proxy) of the holders of at least a majority of the common units of the Partnership entitled to vote thereon, voting as a single class, subject to a cutback for certain unitholders beneficially owning more than 4.9% of the outstanding common units (as provided for in the Partnership’s Seventh Amended and Restated Agreement of Limited Partnership and described in the proxy statement of the Partnership dated June 5, 2023 as filed with the Securities Exchange Commission (“SEC”)). The payment date for the Special Distribution was July 12, 2023. The Transaction closed on July 13, 2023 at 6:30 a.m. Eastern Time (the “Effective Time”) upon the filing of the certificate of merger with the Marshall Islands Registrar of Corporations. At the Effective Time, each common unit that was issued and outstanding immediately prior to the Effective Time (other than common units that, as of immediately prior to the Effective Time, were held by GasLog) was converted into the right to receive $5.37 in cash, without interest and reduced by any applicable tax withholding, for each common unit. Accordingly, holders of common units not already beneficially owned by GasLog who held their common units both on the Special Distribution record date of July 10, 2023 (subject to the applicability of due-bill trading) and at the Effective Time received overall consideration of $8.65 per common unit. Trading in the Partnership’s common units on the New York Stock Exchange (“NYSE”) was suspended on July 13, 2023, and delisting of the common units took place on July 24, 2023. The Partnership’s 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series A Preference Units”), 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series B Preference Units”) and 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series C Preference Units”) remain outstanding and continue to trade on the NYSE.
The merger consideration was partially financed by the borrowing of a term loan in an aggregate principal amount of $50.0 million under a Bridge Facility Agreement dated July 3, 2023 (the “Bridge Facility Agreement”), among Merger Sub, as the original borrower, GasLog, as guarantor, DNB (UK) Ltd., as arranger and bookrunner, the lenders party thereto and DNB Bank ASA, London Branch, as agent, with the Partnership succeeding to the obligations of Merger Sub upon the consummation of the Transaction. The aggregate principal amount outstanding under the Bridge Facility Agreement was repaid in full, together with accrued and unpaid interest, on July 26, 2023.
New Charter Agreements
During the second quarter of 2023, we signed a multi-month time charter agreement for the GasLog Sydney, a tri-fuel diesel electric (“TFDE”) LNG carrier, with Pioneer Shipping Limited, a wholly owned subsidiary of Centrica plc (“Centrica”). In addition, the time charter agreement of the GasLog Gibraltar, a TFDE LNG carrier, with a wholly owned subsidiary of Shell plc (“Shell”) was extended by five years, following the exercise of their extension option, with the contract now set to expire in 2028. Post-quarter end, the time charter agreement of the Methane Alison Victoria, a Steam LNG carrier, with CNTIC VPower Energy Ltd. (“CNTIC VPower”), an independent Chinese energy company, was also extended by one year, following the exercise of their extension option, with the contract now to expire in 2024. In addition, we agreed to a multi-year time charter agreement for the Solaris, a TFDE LNG carrier, with KE Fuel International Co., Ltd. (“Kansai”).
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Dividend Declarations
On August 2, 2023, the board of directors declared a quarterly cash dividend of $0.15 per common share, or $14.3 million in the aggregate, payable on August 4, 2023, to shareholders of record as of August 3, 2023.
On August 2, 2023, the board of directors declared a dividend on the Series A Preference Shares of $0.546875 per share, or $2.5 million in the aggregate, payable on October 2, 2023, to holders of record as of September 29, 2023.
Financial Summary
Amounts in thousands of U.S. dollars | For the three months ended | |||||||
June 30, 2022 | June 30, 2023 | |||||||
Revenues | $ | 216,096 | $ | 227,766 | ||||
Profit for the period | $ | 48,369 | $ | 73,392 | ||||
Adjusted EBITDA1 | $ | 165,510 | $ | 178,523 | ||||
Adjusted Profit1 | $ | 62,452 | $ | 66,660 |
1 Adjusted EBITDA and Adjusted Profit are non-GAAP financial measures and should not be used in isolation or as substitutes for GasLog’s financial results presented in accordance with International Financial Reporting Standards (“IFRS”). For the definitions and reconciliations of these measures to the most directly comparable financial measures calculated and presented in accordance with IFRS, please refer to Exhibit II at the end of this press release.
There were 2,887 available days for the quarter ended June 30, 2023, as compared to 3,175 available days for the quarter ended June 30, 2022. Available days represent total calendar days in the period after deducting off-hire days where vessels are undergoing dry-dockings and unavailable days (for example, days before and after a dry-docking where the vessel has limited practical ability for chartering opportunities). The decrease in available days was attributable to the increase in off-hire days for scheduled dry-dockings (nil dry-docking off-hire days in the three-month period ended June 30, 2022, compared to 78 dry-docking off-hire days in the three-month period ended June 30, 2023), the sale of the Methane Shirley Elisabeth in September 2022, and to the Floating Storage Regasification Unit (“FSRU”) conversion of the Alexandroupoli that started in February 2023.
Revenues were $227.8 million for the quarter ended June 30, 2023 ($216.1 million for the quarter ended June 30, 2022). The increase in revenues is mainly attributable to a net increase in revenues from our vessels operating in the spot and short-term markets in the second quarter of 2023. This net increase was partially offset by a decrease in available days explained above.
Profit for the period was $73.4 million for the quarter ended June 30, 2023 ($48.4 million for the quarter ended June 30, 2022). The increase in profit is mainly attributable to the non-cash impairment loss recognized in the second quarter of 2022 (nil in the second quarter of 2023), the increase in revenues, as discussed above, the increase in realized gain from derivatives held for trading and the increase in financial income, partially offset by the decrease in gain from the marked-to-market valuation of our derivative financial instruments carried at fair value through profit or loss due to changes in the forward yield curve and the increase in financial costs, mainly attributable to the increase in interest expense on loans, all as a result of the increased interest rates in the second quarter of 2023 as compared to the same period in 2022.
Adjusted EBITDA was $178.5 million for the quarter ended June 30, 2023 ($165.5 million for the quarter ended June 30, 2022). The increase in Adjusted EBITDA is mainly attributable to the increase in revenues of $11.7 million, as discussed above, and the decrease of $4.0 million in vessel operating and supervision costs, largely related to cost savings in 2023 following the relaxation of our COVID-19 enhanced protocols, partially offset by an increase in voyage expenses of $3.0 million.
Adjusted Profit was $66.7 million for the quarter ended June 30, 2023 ($62.5 million for the quarter ended June 30, 2022). The increase in Adjusted Profit is mainly attributable to the increase in Adjusted EBITDA, the increase in realized gain from derivatives held for trading and the increase in financial income, partially offset by the increase in financial costs, all as a result of the increase in interest rates in the second quarter of 2023 as compared to the same period in 2022.
As of June 30, 2023, GasLog had $488.1 million of cash and cash equivalents. An additional amount of $41.0 million of time deposits with an original duration greater than three months was classified under short-term cash deposits.
As of June 30, 2023, GasLog had an aggregate of $3.0 billion of indebtedness outstanding under its credit facilities and bond agreements, of which $382.4 million is repayable within one year. Current bank borrowings include an amount of a) $152.5 million with respect to the credit facility of up to $450.0 million of GAS-four Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd. with Credit Suisse AG, Nordea Bank Abp, filial I Norge, Iyo Bank Ltd., Singapore Branch and the Development Bank of Japan, Inc. which matures in February 2024, b) $31.6 million with respect to the associated debt of GasLog Athens classified as held for sale as of June 30, 2023 and c) $15.0 million with respect to a prepayment effected in July 2023 in accordance with the 7.75% Notes due in 2029. Furthermore, as of June 30, 2023, we also had an aggregate of $418.3 million of lease liabilities, of which $70.2 million is payable within one year.
As of June 30, 2023, the total remaining balance of the contract prices of the four LNG carriers on order was $618.1 million, of which $82.4 million is due within 12 months and will be funded by the four sale and leaseback agreements entered into on July 6, 2022 with CMB Financial Leasing Co., Ltd. (“CMBFL”).
As of June 30, 2023, GasLog’s current assets totaled $657.6 million, while current liabilities totaled $659.2 million, resulting in a negative working capital position of $1.6 million. Current liabilities include $73.6 million of unearned revenue in relation to hires received in advance of June 30, 2023 (which represents a non-cash liability that will be recognized as revenue in July 2023 as the services are rendered).
Management monitors the Company’s liquidity position throughout the year to ensure that it has access to sufficient funds to meet its forecast cash requirements, including newbuilding and debt service commitments, and to monitor compliance with the financial covenants within its loan and bond facilities. We anticipate that our primary sources of funds for at least twelve months from the date of this report will be available cash, cash from operations, existing and future borrowings and future sale and lease-back transactions. We believe that these anticipated sources of funds
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will be sufficient to meet our liquidity needs and to comply with our financial 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.
GasLog Partners Preference Unit Repurchase Programme
In the quarter ended June 30, 2023, there were no repurchases of preference units, due to an extended blackout period in relation to the Transaction.
GasLog Preference Shares Repurchase Programme
On August 2, 2023, the board of directors approved a preference share repurchase programme of up to $35.0 million of the Company's Preference Shares, effective immediately. Under the terms of the preference repurchase programme, the Company may repurchase Preference Shares from time to time, at the Company's discretion, on the open market, in privately negotiated transactions or through redemptions. Any repurchases are subject to market conditions, applicable legal requirements and other considerations. The Company is not obligated under the preference repurchase programme to repurchase any specific dollar amount or number of Preference Shares, and the preference repurchase programme may be modified, suspended or discontinued at any time or never utilized.
Fleet Update
Owned Fleet
As of August 3, 2023, our wholly owned fleet consisted of the following vessels:
Vessel Name | Year Built | Cargo Capacity (cbm) | Charterer | Propulsion | Charter Expiration(1) | Optional Period(2) | |||||||
1 | Alexandroupoli (3) | 2010 | 153,600 | n/a | TFDE | n/a | n/a | ||||||
2 | GasLog Savannah | 2010 | 155,000 | Multinational Oil and Gas Company | TFDE | July 2024 | 2025 (4) | ||||||
3 | GasLog Singapore | 2010 | 155,000 | NFE Transport Partners LLC (5) | TFDE | March 2025 | June 2025 (5) | ||||||
4 | GasLog Genoa | 2018 | 174,000 | Shell | Dual-fuel medium speed propulsion (“X-DF”) | March 2027 | 2030-2033 (6) | ||||||
5 | GasLog Windsor | 2020 | 180,000 | Centrica (7) | X-DF | April 2027 | 2029-2033 (7) | ||||||
6 | GasLog Westminster | 2020 | 180,000 | Centrica | X-DF | July 2027 | 2029-2033 (7) | ||||||
7 | GasLog Georgetown | 2020 | 174,000 | Cheniere (8) | X-DF | November 2027 | 2030-2034 (8) | ||||||
8 | GasLog Galveston | 2021 | 174,000 | Cheniere | X-DF | January 2028 | 2031-2035 (8) | ||||||
9 | GasLog Wellington | 2021 | 180,000 | Cheniere | X-DF | June 2028 | 2031-2035 (8) | ||||||
10 | GasLog Winchester | 2021 | 180,000 | Cheniere | X-DF | August 2028 | 2031-2035 (8) | ||||||
11 | GasLog Gladstone | 2019 | 174,000 | Shell | X-DF | January 2029 | 2032-2035 (6) | ||||||
12 | GasLog Warsaw | 2019 | 180,000 | Endesa (9) | X-DF | May 2029 | 2035-2041 (9) | ||||||
13 | GasLog Wales | 2020 | 180,000 | Jera (10) | X-DF | March 2032 | 2035-2038 (10) |
As of August 3, 2023, the Partnership’s owned fleet consisted of the following vessels:
Vessel Name | Year Built | Cargo Capacity (cbm) | Charterer | Propulsion | Charter Expiration(1) | Optional Period(2) | |||||||
1 | Methane Rita Andrea | 2006 | 145,000 | Energy Major | Steam | October 2023 | — | ||||||
2 | Solaris | 2014 | 155,000 | Energy Major | TFDE | October 2023 | — | ||||||
Kansai | March 2030 | — | |||||||||||
3 | GasLog Santiago | 2013 | 155,000 | Trafigura (12) | TFDE | December 2023 | 2028 (12) | ||||||
4 | GasLog Seattle | 2013 | 155,000 | Energy Trading Company (13) | TFDE | March 2024 | — | ||||||
5 | Methane Jane Elizabeth | 2006 | 145,000 | Cheniere | Steam | March 2024 | 2025 (8) | ||||||
6 | Methane Alison Victoria | 2007 | 145,000 | CNTIC VPower | Steam | October 2024 | 2025 (11) | ||||||
7 | GasLog Greece | 2016 | 174,000 | Shell | TFDE | March 2026 | 2031 (6) | ||||||
8 | GasLog Glasgow | 2016 | 174,000 | Shell | TFDE | June 2026 | 2031 (6) | ||||||
9 | GasLog Geneva | 2016 | 174,000 | Shell | TFDE | September 2028 | 2031 (6) | ||||||
10 | GasLog Gibraltar | 2016 | 174,000 | Shell | TFDE | October 2028 | 2031 (6) | ||||||
11 | Methane Becki Anne | 2010 | 170,000 | Shell | TFDE | March 2029 | — |
Bareboat Vessels
As of August 3, 2023, our bareboat fleet consisted of the following vessels:
Vessel Name | Year Built | Cargo Capacity (cbm) | Charterer | Propulsion | Charter | Optional | |||||||
1 | GasLog Skagen | 2013 | 155,000 | Tokyo LNG (14) | TFDE | September 2024 | — | ||||||
2 | GasLog Saratoga (15) | 2014 | 155,000 | Mitsui (16) | TFDE | September 2024 | — | ||||||
3 | GasLog Hong Kong | 2018 | 174,000 | TotalEnergies (17) | X-DF | December 2025 | 2028 (17) | ||||||
4 | GasLog Salem | 2015 | 155,000 | Gunvor (18) | TFDE | March 2026 | — | ||||||
5 | Methane Julia Louise | 2010 | 170,000 | Shell | TFDE | March 2026 | 2029-2031 (6) | ||||||
6 | GasLog Houston | 2018 | 174,000 | Shell | X-DF | May 2028 | 2031-2034 (6) |
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As of August 3, 2023, the Partnership’s bareboat fleet consisted of the following vessels:
Vessel Name | Year Built | Cargo Capacity (cbm) | Charterer | Propulsion | Charter | Optional | |||||||
1 | GasLog Sydney (15) | 2013 | 155,000 | Centrica | TFDE | May 2024 | — | ||||||
2 | GasLog Shanghai | 2013 | 155,000 | Woodside (19) | TFDE | March 2025 | 2026 (19) | ||||||
3 | Methane Heather Sally | 2007 | 145,000 | SEA Charterer (20) | Steam | July 2025 | — |
(1) | Indicates the expiration of the initial term. |
(2) | The period shown reflects the expiration of the minimum optional period and the maximum optional period. |
(3) | The vessel GasLog Chelsea was renamed to Alexandroupoli in February 2023. The vessel is currently undergoing conversion into an FSRU. |
(4) | The charterer has the right to extend the charter by an additional period of one year, provided that the charterer gives us advance notice of the declaration. |
(5) | The vessel is chartered to New Fortress Energy Transport Partners LLC (“NFE Transport Partners LLC”). The charterer has the right to extend the charter by an additional period of 90 days, provided that the charterer gives us advance notice of the declaration. |
(6) | Shell has the right to extend the charters of (a) the GasLog Genoa, the GasLog Houston and the GasLog Gladstone by two additional periods of three years, (b) the Methane Julia Louise for a period of either three or five years, (c) the GasLog Greece and the GasLog Glasgow for a period of five years and (d) the GasLog Geneva and the GasLog Gibraltar for a period of three years, provided that Shell gives us advance notice of the declarations. |
(7) | Centrica has the right to extend the charters by three additional periods of two years, provided that Centrica gives us advance notice of declaration. |
(8) | The vessel is chartered to Cheniere Marketing International LLP, a wholly owned subsidiary of Cheniere Energy, Inc. (“Cheniere”). Cheniere has the right to extend the charters of (a) the GasLog Georgetown, the GasLog Galveston, the GasLog Wellington and the GasLog Winchester by three consecutive periods of three years, two years and two years, respectively and (b) the Methane Jane Elizabeth by an additional period of one year, provided that Cheniere gives us advance notice of the declarations. |
(9) | “Endesa” refers to Endesa S.A. Endesa has the right to extend the charter of the GasLog Warsaw by two additional periods of six years, provided that Endesa gives us advance notice of declaration. |
(10) | “Jera” refers to LNG Marine Transport Limited, the principal LNG shipping entity of Japan’s Jera Co., Inc. Jera has the right to extend the charter by two additional periods of three years, provided that Jera gives us advance notice of declaration. |
(11) | CNTIC VPower may extend the term of the related charter by an additional period of one year, provided that the charterer gives us advance notice of declaration. |
(12) | The vessel is chartered to Trafigura Maritime Logistics PTE Ltd. (“Trafigura”). Trafigura may extend the term of this time charter for a five-year period, provided that the charterer gives us advance notice of declaration. |
(13) | The vessel is chartered to a Swiss-headquartered energy trading company. |
(14) | The vessel is chartered to Tokyo LNG Tanker Co. Ltd. (“Tokyo LNG”). |
(15) | On March 30, 2023 GAS-five Ltd. and GAS-nine Ltd. sold the GasLog Sydney and the GasLog Saratoga respectively, to a wholly owned subsidiary of China Development Bank Leasing (“CDBL”) and leased them back for a period of five years, with no repurchase option or obligation. |
(16) | The vessel is chartered to Mitsui & Co., Ltd. (“Mitsui”). |
(17) | The vessel is chartered to TotalEnergies Gas & Power Limited, a wholly owned subsidiary of TotalEnergies SE (“TotalEnergies”). TotalEnergies has the right to extend the charter for a period of three years, provided that TotalEnergies provides us with advance notice of declaration. |
(18) | The vessel is chartered to Clearlake Shipping Pte. Ltd., a wholly owned subsidiary of Gunvor Group Ltd. (“Gunvor”). |
(19) | The vessel is chartered to Woodside Energy Shipping Singapore Pte. Ltd. (“Woodside”). The charterer has the right to extend the charter by an additional period of one year, provided that the charterer gives us advance notice of declaration. |
(20) | The vessel is chartered to a Southeast Asian charterer (“SEA Charterer”). |
Future Deliveries
As of August 3, 2023, GasLog has four newbuildings on order at Daewoo Shipbuilding and Marine Engineering Co., Ltd.:
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LNG Carrier | Expected Delivery | Cargo Capacity (cbm) | Charterer | Propulsion(1) | Estimated Charter Expiration(2) | |||||
Hull No. 2532 | Q3 2024 | 174,000 | Multinational Oil and Gas Company | MEGI | 2031 | |||||
Hull No. 2533 | Q3 2024 | 174,000 | Mitsui | MEGI | 2033 | |||||
Hull No. 2534 | Q3 2025 | 174,000 | Woodside | MEGI | 2035 | |||||
Hull No. 2535 | Q4 2025 | 174,000 | Woodside | MEGI | 2035 |
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(1) | M-type, Electronically controlled Gas Injection (“MEGI”) engine. |
(2) | Charter expiration to be determined based upon actual date of delivery. |
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EXHIBIT I - Unaudited Interim Financial Information
Unaudited condensed consolidated statements of financial position
As of December 31, 2022 and June 30, 2023
(Amounts expressed in thousands of U.S. Dollars)
December 31, 2022 | June 30, 2023 | |||||||
Assets | ||||||||
Non-current assets | ||||||||
Goodwill | 9,511 | 9,511 | ||||||
Investment in associates | 28,823 | 42,564 | ||||||
Deferred financing costs | 8,778 | 8,173 | ||||||
Other non-current assets | 2,092 | 3,075 | ||||||
Derivative financial instruments, non-current portion | 13,225 | 10,776 | ||||||
Tangible fixed assets | 4,514,663 | 3,974,881 | ||||||
Vessels under construction | 210,099 | 444,726 | ||||||
Right-of-use assets | 416,485 | 515,371 | ||||||
Total non-current assets | 5,203,676 | 5,009,077 | ||||||
Current assets | ||||||||
Vessel held for sale | — | 54,450 | ||||||
Trade and other receivables | 22,897 | 27,588 | ||||||
Dividends receivable and other amounts due from related parties | 61 | 886 | ||||||
Derivative financial instruments, current portion | 25,383 | 23,348 | ||||||
Inventories | 8,483 | 10,645 | ||||||
Prepayments and other current assets | 7,262 | 11,546 | ||||||
Short-term cash deposits | 36,000 | 41,000 | ||||||
Cash and cash equivalents | 368,286 | 488,124 | ||||||
Total current assets | 468,372 | 657,587 | ||||||
Total assets | 5,672,048 | 5,666,664 | ||||||
Equity and liabilities | ||||||||
Equity | ||||||||
Preference shares | 46 | 46 | ||||||
Share capital | 954 | 954 | ||||||
Contributed surplus | 658,888 | 658,888 | ||||||
Reserves | 16,464 | 15,838 | ||||||
Retained earnings | 108,685 | 139,865 | ||||||
Equity attributable to owners of the Group | 785,037 | 815,591 | ||||||
Non-controlling interests | 936,741 | 976,672 | ||||||
Total equity | 1,721,778 | 1,792,263 | ||||||
Current liabilities | ||||||||
Trade accounts payable | 19,725 | 28,787 | ||||||
Ship management creditors | 14 | 55 | ||||||
Amounts due to related parties | 26 | 179 | ||||||
Derivative financial instruments, current portion | 2,834 | 3,058 | ||||||
Other payables and accruals | 166,932 | 174,615 | ||||||
Borrowings, current portion | 294,977 | 382,359 | ||||||
Lease liabilities, current portion | 48,548 | 70,176 | ||||||
Total current liabilities | 533,056 | 659,229 | ||||||
Non-current liabilities | ||||||||
Derivative financial instruments, non-current portion | 5,498 | 13,669 | ||||||
Borrowings, non-current portion | 3,004,767 | 2,625,133 | ||||||
Lease liabilities, non-current portion | 287,828 | 348,120 | ||||||
Other non-current liabilities | 119,121 | 228,250 | ||||||
Total non-current liabilities | 3,417,214 | 3,215,172 | ||||||
Total equity and liabilities | 5,672,048 | 5,666,664 |
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Unaudited condensed consolidated statements of profit or loss
For the three and six months ended June 30, 2022 and 2023
(Amounts expressed in thousands of U.S. Dollars)
For the three months ended | For the six months ended | |||||||||||||||
June 30, 2022 | June 30, 2023 | June 30, 2022 | June 30, 2023 | |||||||||||||
Revenues | 216,096 | 227,766 | 429,819 | 459,065 | ||||||||||||
Voyage expenses and commissions | (1,995 | ) | (5,003 | ) | (7,327 | ) | (9,718 | ) | ||||||||
Vessel operating and supervision costs | (42,446 | ) | (38,390 | ) | (86,083 | ) | (78,411 | ) | ||||||||
Depreciation | (58,008 | ) | (59,900 | ) | (112,841 | ) | (116,134 | ) | ||||||||
Impairment loss | (28,027 | ) | — | (56,911 | ) | (11,740 | ) | |||||||||
Loss on disposal of non-current assets | — | — | (577 | ) | (1,309 | ) | ||||||||||
General and administrative expenses | (6,884 | ) | (8,645 | ) | (16,902 | ) | (17,206 | ) | ||||||||
Profit from operations | 78,736 | 115,828 | 149,178 | 224,547 | ||||||||||||
Financial costs | (39,466 | ) | (63,557 | ) | (76,835 | ) | (128,054 | ) | ||||||||
Financial income | 353 | 5,886 | 412 | 9,925 | ||||||||||||
Gain on derivatives | 8,330 | 14,143 | 45,731 | 10,473 | ||||||||||||
Share of profit of associates | 416 | 1,092 | 935 | 1,525 | ||||||||||||
Total other expenses, net | (30,367 | ) | (42,436 | ) | (29,757 | ) | (106,131 | ) | ||||||||
Profit for the period | 48,369 | 73,392 | 119,421 | 118,416 | ||||||||||||
Attributable to: | ||||||||||||||||
Owners of the Group | 45,729 | 46,793 | 90,524 | 64,828 | ||||||||||||
Non-controlling interests | 2,640 | 26,599 | 28,897 | 53,588 | ||||||||||||
48,369 | 73,392 | 119,421 | 118,416 |
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Unaudited condensed consolidated statements of cash flows
For the six months ended June 30, 2022 and 2023
(Amounts expressed in thousands of U.S. Dollars)
For the six months ended | ||||||||
June 30, 2022 | June 30, 2023 | |||||||
Cash flows from operating activities: | ||||||||
Profit for the period | 119,421 | 118,416 | ||||||
Adjustments for: | ||||||||
Depreciation | 112,841 | 116,134 | ||||||
Impairment loss | 56,911 | 11,740 | ||||||
Loss on disposal of non-current assets | 577 | 1,309 | ||||||
Share of profit of associates | (935 | ) | (1,525 | ) | ||||
Financial income | (412 | ) | (9,925 | ) | ||||
Financial costs | 76,835 | 128,054 | ||||||
Gain on derivatives (excluding realized loss/gain on forward foreign exchange contracts held for trading) | (47,558 | ) | (8,235 | ) | ||||
Share-based compensation | 463 | 327 | ||||||
318,143 | 356,295 | |||||||
Movements in working capital | (6,583 | ) | (12,570 | ) | ||||
Net cash provided by operating activities | 311,560 | 343,725 | ||||||
Cash flows from investing activities: | ||||||||
Payments for tangible fixed assets and vessels under construction | (117,196 | ) | (121,688 | ) | ||||
Proceeds from sale and leasebacks of tangible fixed assets, net | 123,448 | 278,297 | ||||||
Proceeds from FSRU forthcoming sale | 79,526 | 106,896 | ||||||
Other investments | (103 | ) | (13,229 | ) | ||||
Payments for right-of-use assets | — | (4,312 | ) | |||||
Dividends received from associate | — | 425 | ||||||
Purchase of short-term cash deposits | (10,000 | ) | (92,000 | ) | ||||
Maturity of short-term cash deposits | — | 87,000 | ||||||
Financial income received | 222 | 9,575 | ||||||
Net cash provided by investing activities | 75,897 | 250,964 | ||||||
Cash flows from financing activities: | ||||||||
Proceeds from loans and bonds, net of discount | 312,638 | 82,444 | ||||||
Loan and bond repayments | (543,116 | ) | (374,023 | ) | ||||
Principal elements of lease payments | (18,707 | ) | (27,868 | ) | ||||
Interest paid | (73,511 | ) | (114,245 | ) | ||||
Release of cash collaterals for swaps | 990 | — | ||||||
Payment of loan and bond issuance costs | (1,580 | ) | (724 | ) | ||||
Proceeds from interest rate swaps termination | — | 3,706 | ||||||
Payment of equity raising costs | (20 | ) | — | |||||
Dividends paid (common and preference) | (55,400 | ) | (44,789 | ) | ||||
Repurchase of GasLog Partners’ preference units | (18,740 | ) | — | |||||
Net cash used in financing activities | (397,446 | ) | (475,499 | ) | ||||
Effects of exchange rate changes on cash and cash equivalents | (480 | ) | 648 | |||||
(Decrease)/increase in cash and cash equivalents | (10,469 | ) | 119,838 | |||||
Cash and cash equivalents, beginning of the period | 282,246 | 368,286 | ||||||
Cash and cash equivalents, end of the period | 271,777 | 488,124 |
8 |
EXHIBIT II
Non-GAAP Financial Measures:
EBITDA, Adjusted EBITDA and Adjusted Profit
EBITDA is defined as earnings before depreciation, amortization, financial income and costs, gain/loss on derivatives and taxes. Adjusted EBITDA is defined as EBITDA before foreign exchange gains/losses, impairment loss, gain/loss on disposal of non-current assets, restructuring costs and the costs relating to the 2021 take-private transaction with BlackRock’s Global Energy & Power Infrastructure team and the Transaction (collectively such costs, the “Transaction Costs”). Adjusted Profit represents earnings before write-off and accelerated amortization of unamortized loan fees/bond fees and premium/discount, foreign exchange gains/losses, unrealized foreign exchange losses on cash and bond, impairment loss, swap optimization costs (with respect to cash collateral amendments), gain/loss on disposal of non-current assets, restructuring costs, Transaction Costs and non-cash gain/loss on derivatives that includes (if any) (a) unrealized gain/loss on derivative financial instruments held for trading, (b) recycled loss of cash flow hedges reclassified to profit or loss and (c) ineffective portion of cash flow hedges. EBITDA, Adjusted EBITDA and Adjusted Profit are non-GAAP financial measures that are used as supplemental financial measures by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that these non-GAAP financial measures assist our management and investors by increasing the comparability of our performance from period to period. We believe that including EBITDA, Adjusted EBITDA and Adjusted Profit assists our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our ongoing financial and operational strength in assessing whether to purchase and/or to continue to hold our common shares. This is achieved by excluding the potentially disparate effects between periods of, in the case of EBITDA and Adjusted EBITDA, financial costs, gain/loss on derivatives, taxes, depreciation and amortization; in the case of Adjusted EBITDA, foreign exchange gains/losses, impairment loss, gain/loss on disposal of non-current assets, restructuring costs and Transaction Costs; and in the case of Adjusted Profit, write-off and accelerated amortization of unamortized loan/bond fees and premium/discount, foreign exchange gains/losses, unrealized foreign exchange losses on cash and bond, impairment loss, swap optimization costs (with respect to cash collateral amendments), gain/loss on disposal of non-current assets, restructuring costs, Transaction Costs and non-cash gain/loss on derivatives, which items are affected by various and possibly changing financing methods, financial market conditions, capital structure and historical cost basis, and which items may significantly affect results of operations between periods.
EBITDA, Adjusted EBITDA and Adjusted Profit have limitations as analytical tools and should not be considered as alternatives to, or as substitutes for, or superior to, profit, profit from operations, or any other measure of operating performance presented in accordance with IFRS. Some of these limitations include the fact that they do not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments, (ii) changes in, or cash requirements for, our working capital needs and (iii) the cash requirements necessary to service interest or principal payments on our debt. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. EBITDA, Adjusted EBITDA and Adjusted Profit are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows and other companies in our industry may calculate these measures differently than we do, limiting their usefulness as a comparative measure.
In evaluating Adjusted EBITDA and Adjusted Profit, you should be aware that in the future we may incur expenses that are the same as, or similar to, some of the adjustments in this presentation. Our presentation of Adjusted EBITDA and Adjusted Profit should not be construed as an inference that our future results will be unaffected by the excluded items. Therefore, the non-GAAP financial measures as presented below may not be comparable to similarly titled measures of other companies in the shipping or other industries.
Reconciliation of Profit to EBITDA and Adjusted EBITDA:
(Amounts expressed in thousands of U.S. Dollars)
For the three months ended | For the six months ended | |||||||||||||||
June 30, 2022 | June 30, 2023 | June 30, 2022 | June 30, 2023 | |||||||||||||
Profit for the period | 48,369 | 73,392 | 119,421 | 118,416 | ||||||||||||
Depreciation | 58,008 | 59,900 | 112,841 | 116,134 | ||||||||||||
Financial costs | 39,466 | 63,557 | 76,835 | 128,054 | ||||||||||||
Financial income | (353 | ) | (5,886 | ) | (412 | ) | (9,925 | ) | ||||||||
Gain on derivatives | (8,330 | ) | (14,143 | ) | (45,731 | ) | (10,473 | ) | ||||||||
EBITDA | 137,160 | 176,820 | 262,954 | 342,206 | ||||||||||||
Foreign exchange (gains)/losses, net | (207 | ) | 195 | 72 | 888 | |||||||||||
Restructuring costs | 211 | — | 1,689 | 136 | ||||||||||||
Transaction Costs | 319 | 1,508 | 840 | 2,332 | ||||||||||||
Impairment loss | 28,027 | — | 56,911 | 11,740 | ||||||||||||
Loss on disposal of non-current assets | — | — | 577 | 1,309 | ||||||||||||
Adjusted EBITDA | 165,510 | 178,523 | 323,043 | 358,611 |
9 |
Reconciliation of Profit to Adjusted Profits:
(Amounts expressed in thousands of U.S. Dollars)
For the three months ended | For the six months ended | |||||||||||||||
June 30, 2022 | June 30, 2023 | June 30, 2022 | June 30, 2023 | |||||||||||||
Profit for the period | 48,369 | 73,392 | 119,421 | 118,416 | ||||||||||||
Non-cash (gain)/loss on derivatives | (14,442 | ) | (8,451 | ) | (60,654 | ) | 770 | |||||||||
Write-off of unamortized loan fees | — | — | 1,150 | 1,676 | ||||||||||||
Foreign exchange (gains)/losses, net | (207 | ) | 195 | 72 | 888 | |||||||||||
Restructuring costs | 211 | — | 1,689 | 136 | ||||||||||||
Transaction Costs | 319 | 1,508 | 840 | 2,332 | ||||||||||||
Impairment loss | 28,027 | — | 56,911 | 11,740 | ||||||||||||
Loss on disposal of non-current assets | — | — | 577 | 1,309 | ||||||||||||
Unrealized foreign exchange losses/(gains), net on cash | 175 | 16 | 480 | (648 | ) | |||||||||||
Adjusted Profit | 62,452 | 66,660 | 120,486 | 136,619 |
10 |