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 August 2022
Commission File Number 001-35466
GasLog Ltd.
(Translation of registrant’s name into English)
c/o GasLog LNG Services Ltd.
69 Akti Miaouli, 18537
Piraeus, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): | ☐ |
| |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): | ☐ |
The press release issued by GasLog Ltd. on August 4, 2022, relating to its results for the three month period ended June 30, 2022 and the related financial statements are attached hereto as Exhibits 99.1 and 99.2, respectively.
EXHIBIT LIST
Exhibit |
| Description |
|
| | | |
99.1 | | | |
| | | |
99.2 | | | |
| | | |
101.INS | | XBRL Instance Document | |
| | | |
101.SCH | | XBRL Taxonomy Extension Schema | |
| | | |
101.CAL | | XBRL Taxonomy Extension Scheme Calculation Linkbase | |
| | | |
101.DEF | | XBRL Taxonomy Extension Scheme Definition Linkbase | |
| | | |
101.LAB | | XBRL Taxonomy Extension Scheme Label Linkbase | |
| | | |
101.PRE | | XBRL Taxonomy Extension Scheme Presentation Linkbase | |
| | | |
2
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: August 4, 2022 |
| | | |
| | | | |
| GASLOG LTD., | |||
| | | | |
| | by | /s/ Paolo Enoizi | |
| | | Name: | Paolo Enoizi |
| | | Title: | Chief Executive Officer |
3
Exhibit 99.1
GasLog Ltd. Reports Financial Results for the Three-Month Period Ended June 30, 2022
Hamilton, Bermuda, August 4, 2022, 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, 2022.
Recent Developments
Sale of Vessels
In June 2022, GasLog Partners LP (“GasLog Partners” or the “Partnership”) entered into an agreement to sell, subject to customary and other closing conditions, the Methane Shirley Elisabeth, a 145,000 cubic meter (“cbm”) steam turbine propulsion (“Steam”) LNG carrier built in 2007, to an unrelated third party for a gross sale price of approximately $54.0 million, resulting in the reclassification of the vessel as held for sale and the recognition of an impairment loss of $14.7 million as of June 30, 2022. The transaction is expected to be completed in the third quarter of 2022, upon redelivery of the vessel from its current charterer.
In addition, as of June 30, 2022, the Partnership had been pursuing an agreement for the sale and lease-back of another Steam vessel, resulting in the reclassification of that vessel as held for sale and the recognition of an impairment loss of $13.3 million. While no definitive agreement has yet been reached, the agreement is expected to be executed, and the sale expected to be completed, within the next 12 months.
Newbuilding Facility with CMB Financial Leasing Co., Ltd. (“CMBFL”)
On July 6, 2022, the Group entered into four sale and lease-back agreements that provide for the financing of our four LNG carriers on order at Daewoo Shipbuilding and Marine Engineering Co. Ltd. (“Daewoo”) with CMBFL. The Group will sell the aforementioned newbuildings for a total amount of up to $762.6 million, raising 92.5% of the newbuilding contract price in form of pre- and post- delivery financing and will lease the newbuildings back for a period of ten years (under a 20-year profile) from each delivery date. GasLog has the option to repurchase the vessels no earlier than the third anniversary of each delivery date. The interest on the outstanding capital is calculated on a daily compounded Secured Overnight Financing Rate (“SOFR”) plus a margin. On July 15, 2022, the amount of $20.6 million was drawn under these agreements to partially finance installments already paid by the Company to the shipyard. All future installments (including the delivery installment) will be financed by CMBFL. The delivery installment is subject to a fair market value test.
New Charter Agreements
During the second quarter of 2022, GasLog was awarded a one-year time charter agreement by the Hellenic Gas Transmission System Operator (DESFA) S.A. (“DESFA”) for the Methane Lydon Volney, a 145,000 cbm Steam LNG carrier built in 2006. In addition, in April 2022, with respect to the Group’s newbuilding orders, a new time charter party agreement was signed for a period of seven years, commencing upon delivery of the vessel, currently expected to be during the third quarter of 2024, and a new multi-month time charter party agreement was signed for the GasLog Savannah, a 155,000 cbm tri-fuel diesel electric (“TFDE”) LNG carrier built in 2010, currently expected to commence in the third quarter of 2022, both with a multinational oil and gas company.
The Partnership also signed a new multi-month time charter agreement with a major trading house for the GasLog Seattle, a 155,000 cbm TFDE LNG carrier built in 2013. In addition, the Partnership rechartered the Methane Rita Andrea, a 145,000 cbm Steam LNG carrier built in 2006 with an energy major for one year, which will commence after the expiration of the current time charter agreement with a wholly owned subsidiary of Gunvor Group Ltd. (“Gunvor”).
Dividend Declarations
On August 3, 2022, 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 5, 2022, to shareholders of record as of August 4, 2022.
On August 3, 2022, 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 3, 2022, to holders of record as of September 30, 2022.
Financial Summary
Amounts in thousands of U.S. dollars | | For the three months ended | ||||
|
| June 30, 2021 |
| June 30, 2022 | ||
Revenues | | $ | 173,010 | | $ | 216,096 |
Profit for the period | | $ | 7,711 | | $ | 48,369 |
Adjusted EBITDA1 | | $ | 119,236 | | $ | 165,510 |
Adjusted Profit1 | | $ | 26,476 | | $ | 62,452 |
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.
1
There were 3,175 available days for the quarter ended June 30, 2022, as compared to 2,864 available days for the quarter ended June 30, 2021. 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 increase in available days was mainly driven by the deliveries of the GasLog wholly owned vessels, the GasLog Wellington and the GasLog Winchester on June 15, 2021 and August 24, 2021, respectively and the decrease in off-hire days for scheduled dry-dockings (154 dry-docking off-hire days in the three-month period ended June 30, 2021 compared to nil dry-docking off-hire days in the three-month period ended June 30, 2022).
Revenues were $216.1 million for the quarter ended June 30, 2022 ($173.0 million for the quarter ended June 30, 2021). The increase in revenues is mainly attributable to our vessels operating in the spot market in the second quarter of 2022, in line with the improvement of the LNG shipping spot and term market. There was also an increase from the aforementioned deliveries of the GasLog wholly-owned vessels, combined with less 154 off-hire days due to the scheduled dry-dockings of four of our vessels in the second quarter of 2021 (compared to nil in the same period in 2022).
Profit for the period was $48.4 million for the quarter ended June 30, 2022 ($7.7 million for the quarter ended June 30, 2021). The increase in profit is mainly attributable to the increase in revenues, as discussed above and the decrease in general and administrative expenses (mainly affected by the decrease in legal costs and the net decrease in amortization of share-based and cash compensation associated with the take-private transaction with BlackRock’s Global Energy & Power Infrastructure team (the “Transaction”), the favorable movement of the Euro (“EUR”)/U.S. Dollar (“USD”) exchange rate and reduced employee costs), partially offset by the impairment loss recognized and the increased depreciation due to the increased fleet from the newbuilding deliveries and sale and lease-back transactions. The increase in profit was further impacted by an increase in gain on derivatives, mainly due to the increase in the mark-to-market valuation of derivatives held for trading which were carried at fair value through profit or loss and the decrease in financing fees associated with the amendment of the credit facilities as a result of the costs relating to the Transaction (such costs, the “Transaction Costs”).
Adjusted EBITDA was $165.5 million for the quarter ended June 30, 2022 ($119.2 million for the quarter ended June 30, 2021). The increase in Adjusted EBITDA is mainly attributable to the increase in revenues of $43.1 million, as discussed above and the decrease of $3.7 million in voyage expenses mainly due to the increased utilization of the Group’s vessels, partially offset by an increase of $1.7 million in vessel operating and supervision costs. The increase in vessel operating and supervision costs is mainly due to the increased fleet from the newbuilding deliveries, the increase in crew costs following our enhanced COVID-19 protocols, including crew extension bonuses to support our seafarers, travelling and extended quarantine days for seafarers prior to embarkation and to the in-house management of the Solaris (after her redelivery into our managed fleet on April 6, 2022), partially offset by the favorable movement of the EUR/USD exchange rate in the three-month period ended June 30, 2022 as compared to the same period ended June 30, 2021.
Adjusted Profit was $62.5 million for the quarter ended June 30, 2022 ($26.5 million for the quarter ended June 30, 2021). The increase in Adjusted Profit is mainly attributable to the increase in Adjusted EBITDA as discussed above partially offset by the increase in depreciation as discussed above.
As of June 30, 2022, GasLog had $271.8 million of cash and cash equivalents. An amount of $10.0 million of time deposits with an original duration greater than three months was classified under short-term cash deposits.
As of June 30, 2022, GasLog had an aggregate of $3.4 billion of indebtedness outstanding under its credit facilities and bond agreements, of which $291.9 million is repayable within one year. Current bank borrowings include an amount of $69.1 million with respect to the associated debt of two Steam vessels classified as held for sale as of June 30, 2022. Furthermore, as of June 30, 2022, we also had an aggregate of $342.3 million of lease liabilities mainly related to the sale and leaseback of the Methane Julia Louise, the GasLog Shanghai, the GasLog Salem and the GasLog Skagen, of which $41.8 million is payable within one year.
As of June 30, 2022, GasLog’s current assets totaled $450.7 million, while current liabilities totaled $511.8 million, resulting in a negative working capital position of $61.1 million. Current liabilities include $72.9 million of unearned revenue in relation to hires received in advance of June 30, 2022 (which represents a non-cash liability that will be recognized as revenue in July 2022 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 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, 2022, under the GasLog Partners’ preference unit repurchase programme (the “Repurchase Programme”) established in March 2021, GasLog Partners repurchased and cancelled 72,762 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series A Preference Units”), 140,201 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series B Preference Units”) and 132,715 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series C Preference Units”), for an aggregate amount of $8.7 million, including commissions.
Since the inception of the Repurchase Programme in March 2021, and up to June 30, 2022, GasLog Partners has repurchased and cancelled 80,600 Series A Preference Units, 777,220 Series B Preference Units and 615,599 Series C Preference Units, for an aggregate amount of $37.1 million, including commissions.
2
Fleet Update
Owned Fleet
As of August 4, 2022, our wholly owned fleet consisted of the following vessels:
| | |
| |
| Cargo |
| Charterer (for |
| |
| |
| |
| | | | Year | | Capacity | | contracts of more | | | | Charter | | Optional |
Vessel Name | | Built | | (cbm) | | than six months) | | Propulsion | | Expiration(1) | | Period(2) | ||
1 |
| GasLog Chelsea (3) |
| 2010 |
| 153,600 |
| Spot Market |
| TFDE |
| — |
| — |
2 |
| GasLog Singapore (4) |
| 2010 |
| 155,000 |
| Singapore LNG Corporation |
| TFDE |
| March 2023 |
| — |
3 |
| Methane Lydon Volney |
| 2006 |
| 145,000 |
| DESFA (5) |
| Steam |
| June 2023 |
| 2023 (5) |
4 | | GasLog Savannah | | 2010 | | 155,000 | | Spot Market | | TFDE | | — | | — |
| | | | | | | | Multinational Oil and | | | | July 2024 | | 2025 (6) |
5 |
| GasLog Saratoga |
| 2014 |
| 155,000 |
| Mitsui (7) |
| TFDE |
| September 2024 |
| — |
6 |
| GasLog Genoa |
| 2018 |
| 174,000 |
| Shell (8) |
| Dual-fuel medium speed |
| March 2027 |
| 2030-2033 (8) |
7 |
| GasLog Windsor |
| 2020 |
| 180,000 |
| Centrica (9) |
| X-DF |
| April 2027 |
| 2029-2033 (9) |
8 |
| GasLog Westminster |
| 2020 |
| 180,000 |
| Centrica |
| X-DF |
| July 2027 |
| 2029-2033 (9) |
9 |
| GasLog Georgetown |
| 2020 |
| 174,000 |
| Cheniere (10) |
| X-DF |
| November 2027 |
| 2030-2034 (10) |
10 |
| GasLog Galveston |
| 2021 |
| 174,000 |
| Cheniere |
| X-DF |
| January 2028 |
| 2031-2035 (10) |
11 |
| GasLog Wellington |
| 2021 |
| 180,000 |
| Cheniere |
| X-DF |
| June 2028 |
| 2031-2035 (10) |
12 |
| GasLog Winchester |
| 2021 |
| 180,000 |
| Cheniere |
| X-DF |
| August 2028 |
| 2031-2035 (10) |
13 |
| GasLog Gladstone |
| 2019 |
| 174,000 |
| Shell |
| X-DF |
| January 2029 |
| 2032-2035 (8) |
14 |
| GasLog Warsaw |
| 2019 |
| 180,000 |
| Endesa (11) |
| X-DF |
| May 2029 |
| 2035-2041 (11) |
15 |
| GasLog Wales |
| 2020 |
| 180,000 |
| Jera (12) |
| X-DF |
| March 2032 |
| 2035-2038 (12) |
As of August 4, 2022, the Partnership’s owned fleet consisted of the following vessels:
| | |
| |
| Cargo |
| Charterer (for |
| |
| |
| |
|
| | | Year | | Capacity | | contracts of more | | | | Charter | | Optional |
Vessel Name | | Built | | (cbm) | | than six months) | | Propulsion | | Expiration(1) | | Period(2) | ||
1 |
| Solaris |
| 2014 |
| 155,000 |
| Spot Market |
| TFDE |
| — |
| — |
2 |
| Methane Heather Sally |
| 2007 |
| 145,000 |
| Spot Market |
| Steam |
| — |
| — |
3 |
| Methane Shirley Elisabeth (13) |
| 2007 |
| 145,000 |
| JOVO (14) |
| Steam |
| August 2022 |
| — |
4 |
| GasLog Santiago |
| 2013 |
| 155,000 |
| Trafigura (15) |
| TFDE |
| December 2022 |
| 2023–2028 (15) |
5 |
| Methane Jane Elizabeth |
| 2006 |
| 145,000 |
| Cheniere |
| Steam |
| March 2023 |
| 2024-2025 (10) |
6 |
| GasLog Seattle |
| 2013 |
| 155,000 |
| Major Trading House |
| TFDE |
| March 2023 |
| — |
7 |
| GasLog Sydney |
| 2013 |
| 155,000 |
| Naturgy (16) |
| TFDE |
| April 2023 |
| — |
8 |
| Methane Rita Andrea |
| 2006 |
| 145,000 |
| Gunvor (17) |
| Steam |
| October 2022 |
| — |
|
| | | | | | | Energy Major (18) |
| |
| October 2023 | | — |
9 |
| GasLog Geneva |
| 2016 |
| 174,000 |
| Shell |
| TFDE |
| September 2023 |
| 2028-2031 (8) |
10 |
| Methane Alison Victoria |
| 2007 |
| 145,000 |
| CNTIC VPower (19) |
| Steam |
| October 2023 |
| 2024-2025 (19) |
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 (8) |
13 |
| GasLog Greece |
| 2016 |
| 174,000 |
| Shell |
| TFDE |
| March 2026 |
| 2031 (8) |
14 |
| GasLog Glasgow |
| 2016 |
| 174,000 |
| Shell |
| TFDE |
| June 2026 |
| 2031 (8) |
Bareboat Vessels
As of August 4, 2022, our bareboat fleet consisted of the following vessels:
| | |
| |
| Cargo |
| Charterer (for |
| |
| |
| |
|
| | | Year | | Capacity | | contracts of more | | | | Charter | | Optional |
Vessel Name | | Built | | (cbm) | | than six months) | | Propulsion | | Expiration(1) | | Period(2) | ||
1 |
| GasLog Skagen (20) |
| 2013 |
| 155,000 |
| Chevron (21) |
| TFDE |
| September 2022 |
| — |
2 |
| GasLog Salem (20) |
| 2015 |
| 155,000 |
| Gunvor |
| TFDE |
| March 2023 |
| — |
3 |
| GasLog Hong Kong (20) |
| 2018 |
| 174,000 |
| TotalEnergies (22) |
| X-DF |
| December 2025 |
| 2028 (22) |
4 |
| Methane Julia Louise (20) |
| 2010 |
| 170,000 |
| Shell |
| TFDE |
| March 2026 |
| 2029-2031 (8) |
5 |
| GasLog Houston (20) |
| 2018 |
| 174,000 |
| Shell |
| X-DF |
| May 2028 |
| 2031-2034 (8) |
3
As of August 4, 2022, the Partnership’s bareboat fleet consisted of the following vessel:
| | |
| |
| Cargo |
| Charterer (for |
| |
| | | |
| | | | Year | | Capacity | | contracts of more | | | | Charter |
| Optional |
Vessel Name | | Built | | (cbm) | | than six months) | | Propulsion | | Expiration(1) | | Period(2) | ||
1 |
| GasLog Shanghai (20) |
| 2013 |
| 155,000 |
| Gunvor |
| TFDE |
| November 2022 |
| — |
(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 GasLog Chelsea is scheduled to be converted into a Floating Storage Regasification Unit (“FSRU”) in 2023. |
(4) | The vessel is chartered to Singapore LNG Corporation. Subject to receipt of firm notice by the end of 2023, the vessel is expected to be delivered to Sinolam LNG Terminal, S.A. (“Sinolam LNG”) no later than twelve months thereafter for use as a floating storage unit (“FSU”) in support of an LNG gas-fired power plant currently being developed near Colon, Panama, by Sinolam Smarter Energy LNG Power Company, a subsidiary of private Chinese investment group Shanghai Gorgeous Development Company. The completion of the power plant was initially scheduled for the second quarter of 2020 but has since been significantly delayed as a result of COVID-19 related impacts to the construction schedule. In the meantime, the vessel has undergone FSU conversion for the Sinolam LNG charter during its scheduled dry-dock in the second quarter of 2021. |
(5) | The vessel is chartered to DESFA for a period of one year. DESFA has the right to extend the charter by six additional months provided that DESFA gives us advance notice of declaration. |
(6) | The vessel is expected to begin its time charter with a multinational oil and gas company in the third quarter of 2022. The charterer has the right to extend the charter by one additional period of one year, provided that the charterer gives us advance notice of the declaration. |
(7) | The vessel is chartered to Mitsui & Co., Ltd. (“Mitsui”). |
(8) | The vessel is chartered to Shell plc (“Shell”). 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 GasLog Geneva and the GasLog Gibraltar by two additional periods of five and three years, respectively, (c) the Methane Becki Anne and the Methane Julia Louise for a period of either three or five years, (d) the GasLog Greece and the GasLog Glasgow for a period of five years, provided that Shell gives us advance notice of the declarations. |
(9) | The vessels are chartered to Pioneer Shipping Limited, a wholly owned subsidiary of Centrica Plc (“Centrica”). Centrica has the right to extend the charters by three additional periods of two years, provided that Centrica gives us advance notice of declaration. |
(10) | The vessels are chartered to Cheniere Marketing International LLP, a 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 two additional periods of one year, provided that Cheniere gives us advance notice of the declarations. |
(11) | “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. |
(12) | “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. |
(13) | The Partnership has entered into an agreement and expects to complete the sale of the vessel in the third quarter of 2022. |
(14) | The vessel is chartered to Singapore Carbon Hydrogen Energy Pte. Ltd., a wholly owned subsidiary of JOVO Group (“JOVO”). |
(15) | “Trafigura” refers to Trafigura Maritime Logistics PTE Ltd. Trafigura 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. |
(16) | The vessel is chartered to Naturgy Aprovisionamientos S.A. (“Naturgy”). |
(17) | The vessel is chartered to Clearlake Shipping Pte. Ltd., a subsidiary of Gunvor. |
(18) | The vessel is expected to begin its time charter with an energy major right after the expiration of its current charter with Gunvor. |
(19) | The vessel is chartered to CNTIC VPower Energy Ltd. (“CNTIC VPower”), an independent Chinese energy company. CNTIC VPower may extend the term of the related charter by two additional periods of one year, provided that the charterer gives us advance notice of declaration. |
(20) | Gas-six Ltd., GAS-ten Ltd. and GAS-three Ltd. have sold the GasLog Skagen, the GasLog Salem and the GasLog Shanghai, respectively, to a wholly owned subsidiary of China Development Bank Leasing and leased it back for a period of five years, with no repurchase option or obligation. GAS-twenty five Ltd., GAS-twenty six Ltd. and GAS-twenty four Ltd. have sold the GasLog Hong Kong to Sea 190 Leasing Co. Limited, the Methane Julia Louise to Lepta Shipping Co. Ltd. and the GasLog Houston to Hai Kuo Shipping 2051G Limited, respectively, and leased them back for a period of up to twelve, 17 and eight years, respectively. GAS-twenty five Ltd. and GAS-twenty six Ltd. have the option and GAS-twenty four Ltd. has the option and the obligation to re-purchase the vessels on pre-agreed terms. |
(21) | The vessel is chartered to Chevron Asia Pacific Shipping Pte. Ltd. (“Chevron”). |
(22) | 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. |
4
Under the omnibus agreement entered into with GasLog Partners and certain of its subsidiaries in connection with the Partnership’s initial public offering, as amended, GasLog has agreed, and has caused our controlled affiliates (other than GasLog Partners, its general partner and its subsidiaries) to agree, not to acquire, own, operate or charter any LNG carrier with a cargo capacity greater than 75,000 cbm engaged in oceangoing LNG transportation under a charter for five full years or more without, within 30 calendar days after the consummation of the acquisition or the commencement of the operations or charter of such a vessel, notifying and offering GasLog Partners the opportunity to purchase such a vessel at fair market value.
Future Deliveries
As of August 4, 2022, GasLog has four newbuildings on order at Daewoo:
| | |
| Cargo |
| |
| |
| |
| | | | Capacity | | | | | | Estimated Charter |
LNG Carrier |
| Expected Delivery | | (cbm) | | Charterer | | Propulsion | | Expiration(1) |
Hull No. 2532 |
| Q3 2024 |
| 174,000 |
| Multinational Oil and Gas Company |
| MEGI |
| 2031 |
Hull No. 2533 |
| Q3 2024 |
| 174,000 |
| Mitsui |
| MEGI |
| 2033 |
Hull No. 2534 |
| Q3 2025 |
| 174,000 |
| Woodside |
| MEGI |
| 2035 |
Hull No. 2535 |
| Q4 2025 |
| 174,000 |
| Woodside |
| MEGI |
| 2035 |
(1) | Charter expiration to be determined based upon actual date of delivery. |
5
EXHIBIT I - Unaudited Interim Financial Information
Unaudited condensed consolidated statements of financial position
As of December 31, 2021 and June 30, 2022
(Amounts expressed in thousands of U.S. Dollars)
|
| December 31, 2021 |
| June 30, 2022 |
Assets | |
| |
|
Non-current assets |
|
|
|
|
Goodwill |
| 9,511 |
| 9,511 |
Investment in associates |
| 23,508 |
| 24,546 |
Deferred financing costs |
| 5,564 |
| 208 |
Other non-current assets |
| 4,866 |
| 4,653 |
Derivative financial instruments, non-current portion |
| 1,913 |
| 5,122 |
Tangible fixed assets |
| 5,002,829 |
| 4,600,855 |
Vessels under construction |
| 22,939 |
| 136,782 |
Right-of-use assets |
| 363,035 |
| 420,789 |
Total non-current assets |
| 5,434,165 |
| 5,202,466 |
Current assets |
|
|
|
|
Vessels held for sale |
| — |
| 113,435 |
Trade and other receivables |
| 28,595 |
| 36,843 |
Dividends receivable and other amounts due from related parties |
| 18 |
| 14 |
Derivative financial instruments, current portion |
| 596 |
| 4,100 |
Inventories |
| 8,327 |
| 8,690 |
Prepayments and other current assets |
| 5,798 |
| 5,878 |
Short-term cash deposits |
| — |
| 10,000 |
Cash and cash equivalents |
| 282,246 |
| 271,777 |
Total current assets |
| 325,580 |
| 450,737 |
Total assets |
| 5,759,745 |
| 5,653,203 |
Equity and liabilities |
|
|
|
|
Equity |
|
|
|
|
Preference shares |
| 46 |
| 46 |
Share capital |
| 954 |
| 954 |
Contributed surplus |
| 692,536 |
| 658,888 |
Reserves |
| 15,322 |
| 15,104 |
(Accumulated deficit)/Retained earnings |
| (65,117) |
| 25,407 |
Equity attributable to owners of the Group |
| 643,741 |
| 700,399 |
Non-controlling interests |
| 924,630 |
| 920,058 |
Total equity |
| 1,568,371 |
| 1,620,457 |
Current liabilities |
|
|
|
|
Trade accounts payable |
| 15,892 |
| 23,642 |
Ship management creditors |
| 119 |
| 213 |
Amounts due to related parties |
| 27 |
| 28 |
Derivative financial instruments, current portion |
| 25,518 |
| 4,494 |
Other payables and accruals |
| 153,501 |
| 149,785 |
Borrowings, current portion |
| 553,161 |
| 291,850 |
Lease liabilities, current portion |
| 30,905 |
| 41,758 |
Total current liabilities |
| 779,123 |
| 511,770 |
Non-current liabilities |
|
|
|
|
Derivative financial instruments, non-current portion |
| 28,694 |
| 7,635 |
Borrowings, non-current portion |
| 3,105,059 |
| 3,125,931 |
Lease liabilities, non-current portion |
| 271,945 |
| 300,535 |
Other non-current liabilities |
| 6,553 |
| 86,875 |
Total non-current liabilities |
| 3,412,251 |
| 3,520,976 |
Total equity and liabilities |
| 5,759,745 |
| 5,653,203 |
6
Unaudited condensed consolidated statements of profit or loss
For the three and six months ended June 30, 2021 and 2022
(Amounts expressed in thousands of U.S. Dollars)
| | For the three months ended | | For the six months ended | ||||
|
| June 30, |
| June 30, |
| June 30, |
| June 30, |
|
| 2021 |
| 2022 |
| 2021 |
| 2022 |
Revenues |
| 173,010 |
| 216,096 |
| 378,337 |
| 429,819 |
Voyage expenses and commissions |
| (5,681) |
| (1,995) |
| (9,593) |
| (7,327) |
Vessel operating and supervision costs |
| (40,688) |
| (42,446) |
| (79,941) |
| (86,083) |
Depreciation |
| (48,493) |
| (58,008) |
| (96,183) |
| (112,841) |
Impairment loss |
| — |
| (28,027) |
| — |
| (56,911) |
Loss on disposal of non-current assets |
| — |
| — |
| — |
| (577) |
General and administrative expenses |
| (13,498) |
| (6,884) |
| (25,240) |
| (16,902) |
Profit from operations |
| 64,650 |
| 78,736 |
| 167,380 |
| 149,178 |
Financial costs |
| (51,216) |
| (39,466) |
| (90,604) |
| (76,835) |
Financial income |
| 34 |
| 353 |
| 86 |
| 412 |
(Loss)/gain on derivatives |
| (6,310) |
| 8,330 |
| 13,973 |
| 45,731 |
Share of profit of associates |
| 553 |
| 416 |
| 1,120 |
| 935 |
Total other expenses, net |
| (56,939) |
| (30,367) |
| (75,425) |
| (29,757) |
Profit for the period |
| 7,711 |
| 48,369 |
| 91,955 |
| 119,421 |
Attributable to: |
|
|
|
|
|
|
|
|
Owners of the Group |
| (4,784) |
| 45,729 |
| 53,150 |
| 90,524 |
Non-controlling interests |
| 12,495 |
| 2,640 |
| 38,805 |
| 28,897 |
|
| 7,711 |
| 48,369 |
| 91,955 |
| 119,421 |
7
Unaudited condensed consolidated statements of cash flows
For the six months ended June 30, 2021 and 2022
(Amounts expressed in thousands of U.S. Dollars)
| | For the six months ended | ||
|
| June 30, 2021 |
| June 30, 2022 |
Cash flows from operating activities: | | | | |
Profit for the period |
| 91,955 |
| 119,421 |
Adjustments for: |
|
|
|
|
Depreciation |
| 96,183 |
| 112,841 |
Impairment loss |
| — |
| 56,911 |
Loss on disposal of non-current assets |
| — |
| 577 |
Share of profit of associates |
| (1,120) |
| (935) |
Financial income |
| (86) |
| (412) |
Financial costs |
| 90,604 |
| 76,835 |
Gain on derivatives (excluding realized gain/loss on forward foreign exchange contracts held for trading) |
| (13,918) |
| (47,558) |
Share-based compensation |
| 3,236 |
| 463 |
|
| 266,854 |
| 318,143 |
Movements in working capital |
| 2,558 |
| (6,583) |
Net cash provided by operating activities |
| 269,412 |
| 311,560 |
Cash flows from investing activities: |
|
|
|
|
Payments for tangible fixed assets and vessels under construction |
| (333,461) |
| (117,196) |
Proceeds from sale and leaseback, net of commissions |
| — |
| 123,448 |
Proceeds from FSRU forthcoming sale |
| — |
| 79,526 |
Other investments |
| — |
| (103) |
Dividends received from associate |
| 825 |
| — |
Purchase of short-term cash deposits |
| (2,500) |
| (10,000) |
Financial income received |
| 86 |
| 222 |
Net cash (used in)/provided by investing activities |
| (335,050) |
| 75,897 |
Cash flows from financing activities: |
|
|
|
|
Proceeds from loans and bonds, net of discount |
| 318,913 |
| 312,638 |
Loan and bond repayments |
| (266,770) |
| (543,116) |
Principal elements of lease payments |
| (5,498) |
| (18,707) |
Interest paid |
| (88,407) |
| (73,511) |
Loan/bond modification costs related to the Transaction |
| (15,652) |
| — |
Payment of cash collaterals for swaps |
| (4,480) |
| — |
Release of cash collaterals for swaps |
| 19,717 |
| 990 |
Payment of loan and bond issuance costs |
| (4,708) |
| (1,580) |
Loan issuance costs received |
| 379 |
| — |
Payment of equity raising costs |
| (124) |
| (20) |
Proceeds from GasLog Partners’ common unit offerings (net of underwriting discounts and commissions) |
| 10,000 |
| — |
Dividends paid (common and preference) |
| (32,895) |
| (55,400) |
Repurchase of GasLog Partners’ preference units |
| — |
| (18,740) |
Net cash used in financing activities |
| (69,525) |
| (397,446) |
Effects of exchange rate changes on cash and cash equivalents |
| (52) |
| (480) |
Decrease in cash and cash equivalents |
| (135,215) |
| (10,469) |
Cash and cash equivalents, beginning of the period |
| 367,269 |
| 282,246 |
Cash and cash equivalents, end of the period |
| 232,054 |
| 271,777 |
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 Transaction Costs. Adjusted Profit represents earnings before write-off and accelerated amortization of unamortized loan fees/bond fees and premium, foreign exchange gains/losses, unrealized foreign exchange losses on cash and bond, impairment loss, swap optimization costs (with respect to cash collateral amendments), gain/loss on disposal of non-current assets, restructuring costs, Transaction Costs and non-cash gain/loss on derivatives that includes (if any) (a) unrealized gain/loss on derivative financial instruments held for trading, (b) recycled loss of cash flow hedges reclassified to profit or loss and (c) ineffective portion of cash flow hedges. EBITDA, Adjusted EBITDA and Adjusted Profit are non-GAAP financial measures that are used as supplemental financial measures by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that these non-GAAP financial measures assist our management and investors by increasing the comparability of our performance from period to period. We believe that including EBITDA, Adjusted EBITDA and Adjusted Profit assists our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our ongoing financial and operational strength in assessing whether to purchase and/or to continue to hold our common shares. This is achieved by excluding the potentially disparate effects between periods of, in the case of EBITDA and Adjusted EBITDA, financial costs, gain/loss on derivatives, taxes, depreciation and amortization; in the case of Adjusted EBITDA, foreign exchange gains/losses, impairment loss, gain/loss on disposal of non-current assets, restructuring costs and Transaction Costs; and in the case of Adjusted Profit, write-off and accelerated amortization of unamortized loan/bond fees and premium, foreign exchange gains/losses, unrealized foreign exchange losses on cash and bond, impairment loss, swap optimization costs (with respect to cash collateral amendments), gain/loss on disposal of non-current assets, restructuring costs, Transaction Costs and non-cash gain/loss on derivatives, which items are affected by various and possibly changing financing methods, financial market conditions, capital structure and historical cost basis, and which items may significantly affect results of operations between periods.
EBITDA, Adjusted EBITDA and Adjusted Profit have limitations as analytical tools and should not be considered as alternatives to, or as substitutes for, or superior to, profit, profit from operations, earnings per share 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, 2021 |
| June 30, 2022 |
| June 30, 2021 |
| June 30, 2022 |
Profit for the period |
| 7,711 |
| 48,369 |
| 91,955 |
| 119,421 |
Depreciation |
| 48,493 |
| 58,008 |
| 96,183 |
| 112,841 |
Financial costs |
| 51,216 |
| 39,466 |
| 90,604 |
| 76,835 |
Financial income |
| (34) |
| (353) |
| (86) |
| (412) |
Loss/(gain) on derivatives |
| 6,310 |
| (8,330) |
| (13,973) |
| (45,731) |
EBITDA |
| 113,696 |
| 137,160 |
| 264,683 |
| 262,954 |
Foreign exchange losses/(gains), net |
| 206 |
| (207) |
| (389) |
| 72 |
Restructuring costs |
| 93 |
| 211 |
| 144 |
| 1,689 |
Transaction Costs |
| 5,241 |
| 319 |
| 8,958 |
| 840 |
Impairment loss |
| — |
| 28,027 |
| — |
| 56,911 |
Loss on disposal of non-current assets |
| — |
| — |
| — |
| 577 |
Adjusted EBITDA |
| 119,236 |
| 165,510 |
| 273,396 |
| 323,043 |
9
Reconciliation of Profit to Adjusted Profit:
(Amounts expressed in thousands of U.S. Dollars)
| | For the three months ended | | For the six months ended | ||||
|
| June 30, 2021 |
| June 30, 2022 |
| June 30, 2021 |
| June 30, 2022 |
Profit for the period |
| 7,711 |
| 48,369 |
| 91,955 |
| 119,421 |
Non-cash gain on derivatives |
| (2,531) |
| (14,442) |
| (31,571) |
| (60,654) |
Write-off of unamortized loan fees |
| — |
| — |
| 3,528 |
| 1,150 |
Foreign exchange losses/(gains), net |
| 206 |
| (207) |
| (389) |
| 72 |
Restructuring costs |
| 93 |
| 211 |
| 144 |
| 1,689 |
Transaction Costs |
| 20,893 |
| 319 |
| 24,610 |
| 840 |
Impairment loss |
| — |
| 28,027 |
| — |
| 56,911 |
Loss on disposal of non-current assets |
| — |
| — |
| — |
| 577 |
Unrealized foreign exchange losses, net on cash |
| 104 |
| 175 |
| 52 |
| 480 |
Adjusted Profit |
| 26,476 |
| 62,452 |
| 88,329 |
| 120,486 |
10
Exhibit 99.2
GASLOG LTD.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page | |
F-2 | |
F-3 | |
F-4 | |
F-5 | |
F-6 | |
Notes to the unaudited condensed consolidated financial statements | F-7 |
F-1
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of financial position
As of December 31, 2021 and June 30, 2022
(Amounts expressed in thousands of U.S. Dollars)
|
| December 31, |
| June 30, | ||
Note | 2021 | 2022 | ||||
Assets |
|
| ||||
Non-current assets |
|
| ||||
Goodwill | | |||||
Investment in associates | 3 | | ||||
Deferred financing costs | | |||||
Other non-current assets | 6 | | ||||
Derivative financial instruments, non-current portion | 15 | | ||||
Tangible fixed assets | 4 | | ||||
Vessels under construction | 4 | | ||||
Right-of-use assets | 5 | | ||||
Total non-current assets | | |||||
Current assets | ||||||
Vessels held for sale | — | | ||||
Trade and other receivables | | | ||||
Dividends receivable and other amounts due from related parties | 8 | | | |||
Derivative financial instruments, current portion | 15 | | | |||
Inventories | | | ||||
Prepayments and other current assets | | | ||||
Short-term cash deposits | — | | ||||
Cash and cash equivalents | | | ||||
Total current assets | | | ||||
Total assets | | | ||||
Equity and liabilities | ||||||
Equity | ||||||
Preference shares | 13 | | | |||
Share capital | 13 | | | |||
Contributed surplus | | | ||||
Reserves | | | ||||
(Accumulated deficit)/Retained earnings | ( | | ||||
Equity attributable to owners of the Group | | | ||||
Non-controlling interests | | | ||||
Total equity | | | ||||
Current liabilities | ||||||
Trade accounts payable | | | ||||
Ship management creditors | 8 | | | |||
Amounts due to related parties | 8 | | | |||
Derivative financial instruments, current portion | 15 | | | |||
Other payables and accruals | 12 | | | |||
Borrowings, current portion | 7 | | | |||
Lease liabilities, current portion | 5 | | | |||
Total current liabilities | | | ||||
Non-current liabilities | ||||||
Derivative financial instruments, non-current portion | 15 | | | |||
Borrowings, non-current portion | 7 | | | |||
Lease liabilities, non-current portion | 5 | | | |||
Other non-current liabilities | 4 | | | |||
Total non-current liabilities | | | ||||
Total equity and liabilities | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of profit or loss
For the three and six months ended June 30, 2021 and 2022
(Amounts expressed in thousands of U.S. Dollars)
For the three months ended | For the six months ended | |||||||||
|
| June 30, |
| June 30, |
| June 30, |
| June 30, | ||
Notes | 2021 | 2022 | 2021 | 2022 | ||||||
Revenues | 9 |
| | |
| |
| | ||
Voyage expenses and commissions |
|
| ( | ( |
| ( |
| ( | ||
Vessel operating and supervision costs |
| 11 |
| ( | ( |
| ( |
| ( | |
Depreciation |
| 4, 5 |
| ( | ( |
| ( |
| ( | |
General and administrative expenses |
| 10 |
| ( | ( |
| ( |
| ( | |
Loss on disposal of non-current assets | 4 | — | — | — | ( | |||||
Impairment loss | 4 | — | ( | — | ( | |||||
Profit from operations |
| | |
| |
| | |||
Financial costs |
| 16 |
| ( | ( |
| ( |
| ( | |
Financial income |
|
| | |
| |
| | ||
(Loss)/gain on derivatives |
| 16 |
| ( | |
| |
| | |
Share of profit of associates |
| 3 |
| | |
| |
| | |
Total other expenses, net |
| ( | ( |
| ( |
| ( | |||
Profit for the period |
| | |
| |
| | |||
Attributable to: |
|
|
| |||||||
Owners of the Group |
| ( | |
| |
| | |||
Non-controlling interests |
| | |
| |
| | |||
| | |
| |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of comprehensive income or loss
For the three and six months ended June 30, 2021 and 2022
(Amounts expressed in thousands of U.S. Dollars)
For the three months ended | For the six months ended | |||||||||
| Notes |
| June 30, 2021 |
| June 30, 2022 |
| June 30, 2021 |
| June 30, 2022 | |
Profit for the period |
| |
|
| | |||||
Other comprehensive income/(loss): |
|
|
| |||||||
Items that may be reclassified subsequently to profit or loss: | ||||||||||
Effective portion of changes in fair value of cash flow hedges, net of amounts recycled to profit or loss |
| 15 |
| |
| ( |
| ( | ||
Other comprehensive income/(loss) for the period |
| |
| ( |
| ( | ||||
Total comprehensive income for the period |
| |
|
| | |||||
Attributable to: |
| |||||||||
Owners of the Group |
| ( | |
|
| | ||||
Non-controlling interests |
| |
|
| | |||||
|
|
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of changes in equity
For the six months ended June 30, 2021 and 2022
(Amounts expressed in thousands of U.S. Dollars)
(Accumulated | ||||||||||||||||||
Share | Preference | deficit)/ | Attributable | Non - | ||||||||||||||
capital | shares | Contributed | Treasury | Retained | to owners of | controlling | ||||||||||||
| (Note 13) |
| (Note 13) |
| surplus |
| Reserves |
| shares |
| earnings |
| the Group |
| interests |
| Total | |
Balance as of December 31, 2020 | | | | | ( | ( | | | | |||||||||
Net proceeds from GasLog Partners’ public offerings | — | — | — | — | — | — | — | | | |||||||||
Dividend declared (common and preference shares) |
| — | — | ( | — | — | — | ( | ( | ( | ||||||||
Share-based compensation, net of accrued dividend | — | — | — | | — | — | | — | | |||||||||
Settlement of share-based compensation | — | — | — | ( | | — | ( | — | ( | |||||||||
Profit for the period | — | — | — | — | — | | | | | |||||||||
Other comprehensive loss for the period | — | — | — | ( | — | — | ( | — | ( | |||||||||
Total comprehensive (loss)/income for the period | — | — | — | ( | — | | | | | |||||||||
Balance as of June 30, 2021 | | | |
| |
| — |
| ( |
| | | | |||||
Balance as of December 31, 2021 | | | | | — | ( | | | | |||||||||
Repurchases of GasLog Partners' preference units | — | — | — | — | — | — | — | ( | ( | |||||||||
Dividend declared (common and preference shares) (Note 13) | — | — | ( | — | — | — | ( | ( | ( | |||||||||
Share-based compensation, net of accrued dividend | — | — | — | | — | — | | — | | |||||||||
Profit for the period | — | — | — | — | — | | | | | |||||||||
Other comprehensive loss for the period | — | — | — | ( | — | — | ( | — | ( | |||||||||
Total comprehensive (loss)/income for the period | — | — | — | ( | — | | | | | |||||||||
Balance as of June 30, 2022 | | | | | — | | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of cash flows
For the six months ended June 30, 2021 and 2022
(Amounts expressed in thousands of U.S. Dollars)
For the six months ended | ||||||
| Note |
| June 30, 2021 |
| June 30, 2022 | |
Cash flows from operating activities: | ||||||
Profit for the period | | |||||
Adjustments for: | ||||||
Depreciation | 4, 5 | | ||||
Impairment loss | 4 | — | ||||
Loss on disposal of non-current assets | 4 | — | ||||
Share of profit of associates | 3 | ( | ( | |||
Financial income | ( | ( | ||||
Financial costs | | | ||||
Gain on derivatives (excluding realized gain/loss on forward foreign exchange contracts held for trading) | 16 | ( | ( | |||
Share-based compensation | | |||||
| ||||||
Movements in working capital | | ( | ||||
Net cash provided by operating activities | | |||||
Cash flows from investing activities: | ||||||
Payments for tangible fixed assets and vessels under construction | ( | ( | ||||
Proceeds from sale and leaseback, net of commissions | — | | ||||
Proceeds from Floating Storage Regasification Unit (“FSRU”) forthcoming sale | — | | ||||
Other investments | — | ( | ||||
Dividends received from associate | | — | ||||
Purchase of short-term cash deposits | ( | ( | ||||
Financial income received | | |||||
Net cash (used in)/provided by investing activities | ( | |||||
Cash flows from financing activities: | ||||||
Proceeds from loans and bonds, net of discount |
| 17 |
| |
| |
Loan and bond repayments |
| 17 |
| ( |
| ( |
Principal elements of lease payments | ( | ( | ||||
Interest paid | ( | ( | ||||
Loan/bond modification costs related to the Transaction (as defined in Note 1) | ( | — | ||||
Payment of cash collaterals for swaps | ( | — | ||||
Release of cash collaterals for swaps | | | ||||
Payment of loan and bond issuance costs | 17 | ( | ( | |||
Loan issuance costs received |
| 17 |
| |
| — |
Payment of equity raising costs |
|
| ( |
| ( | |
Proceeds from GasLog Partners’ common unit offerings (net of underwriting discounts and commissions) | | — | ||||
Dividends paid (common and preference) | ( | ( | ||||
Repurchase of GasLog Partners’ preference units |
|
| — |
| ( | |
Net cash used in financing activities |
|
| ( |
| ( | |
Effects of exchange rate changes on cash and cash equivalents |
|
| ( |
| ( | |
Decrease in cash and cash equivalents |
|
| ( |
| ( | |
Cash and cash equivalents, beginning of the period |
|
| |
| | |
Cash and cash equivalents, end of the period |
|
| |
| | |
Non-cash investing and financing activities |
|
|
| |||
Capital expenditures included in liabilities at the end of the period |
|
| |
| | |
Capital expenditures included in liabilities at the end of the period – Right-of-use assets | | | ||||
Equity raising costs included in liabilities at the end of the period |
|
| |
| — | |
Loan issuance costs included in liabilities at the end of the period |
| 17 |
| |
| |
Dividend declared included in liabilities at the end of the period | — | | ||||
Liabilities related to leases at the end of the period |
|
| |
| — | |
Non-cash prepayment of lease payments |
|
| — |
| | |
Capitalized imputed interest included in long-term liabilites | — | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-6
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the six months ended June 30, 2021 and 2022
(Amounts expressed in thousands of U.S. Dollars, except share and per share data)
1. Organization and Operations
GasLog Ltd. (“GasLog”) was incorporated in Bermuda on July 16, 2003. GasLog and its subsidiaries (the “Company” or “Group”) are primarily engaged in the ownership, operation and management of vessels in the liquefied natural gas (“LNG”) market, providing maritime services for the transportation of LNG on a worldwide basis and LNG vessel management services. The Group conducts its operations through its vessel-owning subsidiaries and through its vessel management services subsidiary. The Group’s operations are carried out from offices in Piraeus, London and Singapore. The registered office of GasLog is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
On February 21, 2021, GasLog entered into an agreement and plan of merger (the ‘‘Merger Agreement’’) with BlackRock’s Global Energy & Power Infrastructure Team (collectively, ‘‘GEPIF’’), pursuant to which GEPIF acquired all of the outstanding common shares of GasLog Ltd. that were not held by certain existing shareholders of GasLog Ltd. for a purchase price of $
Following the consummation of the Transaction on June 9, 2021, the Company, Blenheim Holdings Ltd., Blenheim Special Investments Holding Ltd. and Olympic LNG Investments Ltd. (collectively, the “Rolling Shareholders”) and GEPIF entered into a shareholders’ agreement with respect to the governance of the Company (the “Shareholders’ Agreement”). Pursuant to the Shareholders’ Agreement, the board of directors of the Company were reduced to
As of June 30, 2022, GasLog held a
The accompanying unaudited condensed consolidated financial statements include the financial statements of GasLog and its subsidiaries. All subsidiaries included in the unaudited condensed consolidated financial statements are
2. Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Certain information and footnote disclosures required by IFRS for a complete set of annual financial statements have been omitted, and, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Group’s annual consolidated financial statements as of and for the year ended December 31, 2021, filed on an Annual Report on Form 20-F with the Securities Exchange Commission on March 9, 2022.
The critical accounting judgments and key sources of estimation uncertainty were disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2021 and remain unchanged.
The unaudited condensed consolidated financial statements are expressed in U.S. dollars (“USD”), which is the functional currency of all of the subsidiaries in the Group because their vessels operate in international shipping markets in which revenues and expenses are primarily settled in USD, and the Group’s most significant assets and liabilities are paid for and settled in USD.
The financial statements are prepared on the historical cost basis, except for the revaluation of derivative financial instruments. The same accounting policies and methods of computation have been followed in these unaudited condensed consolidated financial statements as were applied in the preparation of the Group’s financial statements for the year ended December 31, 2021.
On August 4, 2022, GasLog’s board of directors authorized the unaudited condensed consolidated financial statements for issuance.
F-7
As of June 30, 2022, GasLog’s current assets totaled $
Management monitors the Company’s liquidity position throughout the year to ensure that it has access to sufficient funds to meet its forecast cash requirements, including newbuilding and debt service commitments, and to monitor compliance with the financial covenants within its loan and bond facilities. Management anticipates that its 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 leaseback transactions. Management believes that these anticipated sources of funds will be sufficient for the Company to meet its liquidity needs and to comply with its 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.
Adoption of new and revised IFRS
(a) Standards and interpretations adopted in the current period
There were no IFRS standards or amendments that became effective in the current period which were relevant to the Group or material with respect to the Group’s financial statements.
(b) Standards and amendments in issue not yet adopted
At the date of authorization of these consolidated financial statements, the following standards and amendments relevant to the Group were in issue but not yet effective:
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 clarifies what IAS 1 means when it refers to 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, 2024 and should be applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Earlier application is permitted. Management anticipates that this amendment will not have a material impact on the Group’s financial statements.
In February 2021, the IASB amended IAS 1 Presentation of Financial Statements, IFRS Practice Statement 2 and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to improve accounting policy disclosures and to help the users of the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. The amendments will be effective for annual periods beginning on or after January 1, 2023. Management anticipates that these amendments will not have a material impact on the Group’s financial statements.
The impact of all other IFRS standards and amendments issued but not yet adopted is not expected to be material with respect to the Group’s financial statements.
3. Investment in Associates
The movements in investment in associates are reported in the following table:
| June 30, 2022 | |
As of January 1, 2022 |
| |
Additions |
| |
Share of profit of associates |
| |
As of June 30, 2022 |
| |
F-8
4. Tangible Fixed Assets and Vessels Under Construction
The movements in tangible fixed assets and vessels under construction are reported in the following table:
Office property | Total | |||||||
and other | tangible fixed | Vessels under | ||||||
| Vessels |
| tangible assets |
| assets |
| construction | |
Cost |
|
|
|
|
|
| ||
As of January 1, 2022 |
| |
| | | | ||
Additions | | | | | ||||
Disposal | ( | — | ( | — | ||||
Transfer under Vessels held for sale | ( | — | ( | — | ||||
Fully amortized fixed assets |
| — |
| ( | ( | — | ||
As of June 30, 2022 |
| |
| | | | ||
Accumulated depreciation and Impairment loss | ||||||||
As of January 1, 2022 | | | | | ||||
Depreciation |
| |
| | | — | ||
Disposal | ( | — | ( | — | ||||
Transfer under Vessels held for sale | ( | — | ( | — | ||||
Impairment loss | | — | | — | ||||
Fully amortized fixed assets | — | ( | ( | — | ||||
As of June 30, 2022 |
| |
| | | | ||
Net book value | ||||||||
As of December 31, 2021 |
| |
| | | | ||
As of June 30, 2022 | | | | |
Vessels with an aggregate carrying amount of $
On February 2, 2022, GasLog entered into an agreement for the sale of the GasLog Chelsea, a
On March 28, 2022, GAS-six Ltd. completed the sale and leaseback of the GasLog Skagen with a wholly-owned subsidiary of China Development Bank Leasing (“CDBL”) (Note 5). During the six-month period ended June 30, 2022, the carrying amount of the vessel ($
On June 27, 2022, GAS-twenty Ltd., the vessel-owning entity of the Methane Shirley Elisabeth, entered into a Memorandum of Agreement with respect to the sale of its vessel to an unrelated third party, with the transaction expected to be completed in the third quarter of 2022. Also, as of June 30, 2022, GasLog Partners was pursuing an agreement for the sale and lease-back of a second steam turbine propulsion (“Steam”) vessel. 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 with respect to both vessels. As a result, the carrying amounts of the Methane Shirley Elisabeth ($
As of June 30, 2022, the Company concluded that there were no events or circumstances triggering the existence of potential impairment or reversal of impairment of its remaining vessels.
F-9
Vessels under construction
As of June 30, 2022, GasLog has the following newbuildings on order at Daewoo Shipbuilding and Marine Engineering Co., Ltd. (“Daewoo”):
Date of | Estimated | Cargo Capacity | ||||
LNG Carrier |
| agreement |
| delivery |
| cbm |
Hull No. 2532 |
| November 2021 |
| Q3 2024 |
| |
Hull No. 2533 |
| November 2021 |
| Q3 2024 |
| |
Hull No. 2534 |
| November 2021 |
| Q3 2025 |
| |
Hull No. 2535 |
| November 2021 |
| Q4 2025 |
| |
Vessels under construction represent scheduled advance payments to the shipyards as well as certain capitalized expenditures.
5. Leases
On March 28, 2022, GasLog’s subsidiary, GAS-six Ltd. completed the sale and leaseback of the GasLog Skagen with a wholly-owned subsidiary of CDBL. CDBL has the right to sell the vessel to third parties. The vessel was sold to CDBL for net proceeds of $
The movements in right-of-use assets are reported in the following table:
Vessels’ | ||||||||||
Right-of-Use Assets |
| Vessels |
| Equipment |
| Properties |
| Other |
| Total |
As of January 1, 2022 |
| |
| |
| |
| |
| |
Additions, net |
| |
| |
| |
| — |
| |
Depreciation |
| ( |
| ( |
| ( |
| ( |
| ( |
As of June 30, 2022 |
| |
| |
| |
| |
| |
An analysis of the lease liabilities is as follows:
| Lease Liabilities | |
As of January 1, 2022 |
| |
Additions, net |
| |
Interest expense on leases (Note 16) | | |
Payments |
| ( |
As of June 30, 2022 |
| |
Lease liabilities, current portion |
| |
Lease liabilities, non-current portion |
| |
Total |
| |
6. Other Non-Current Assets
Other non-current assets consist of the following:
| December 31, 2021 |
| June 30, 2022 | |
Various guarantees | | | ||
Other long-term assets | | | ||
Total |
| |
| |
F-10
7. Borrowings
An analysis of the borrowings is as follows:
| December 31, 2021 |
| June 30, 2022 | |
Amounts due within one year |
| |
| |
Less: unamortized premium |
| |
| — |
Less: unamortized deferred loan/bond issuance costs | ( | ( | ||
Borrowings, current portion |
| |
| |
Amounts due after one year |
| |
| |
Less: unamortized discount |
| — |
| ( |
Less: unamortized deferred loan/bond issuance costs |
| ( |
| ( |
Borrowings, non-current portion |
| |
| |
Total |
| |
| |
Loans
The main terms of the Group’s loan facilities in existence as of December 31, 2021, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 13 “Borrowings”.
On March 28, 2022, the outstanding indebtedness of GAS-six Ltd., in the amount of $
During the six months ended June 30, 2022, the Group repaid and prepaid $
The current portion of borrowings includes an amount of $
The carrying amount of the Group’s credit facilities recognized in the unaudited condensed consolidated financial statements approximates its fair value after adjusting for the unamortized loan/bond issuance costs.
Bonds
The main terms of the Group’s bonds have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 13 “Borrowings”.
On March 21, 2022, GasLog completed the refinancing of the
During the six months ended June 30, 2022, the Group drew down $
The carrying amount under the Norwegian Kroner (‘‘NOK’’) bond maturing in 2024 (the “NOK 2024 Bonds”), net of unamortized financing costs as of June 30, 2022 is $
As of December 31, 2021, commitment, arrangement, upfront and legal and other fees of $
The carrying amount under the
The Group was in compliance with its financial covenants as of June 30, 2022.
F-11
8. Related Party Transactions
The Group had the following balances with related parties which have been included in the unaudited condensed consolidated statements of financial position:
Current Assets
Dividends receivable and other amounts due from related parties
December 31, | June 30, | |||
| 2021 |
| 2022 | |
Other receivables |
| |
| |
Total |
| |
| |
Current Liabilities
Amounts due to related parties
December 31, | June 30, | |||
| 2021 |
| 2022 | |
Ship management creditors |
| |
| |
Amounts due to related parties |
| |
| |
Ship management creditors’ liability comprises cash collected from Egypt LNG Shipping Ltd. to cover the obligations of its vessel under the Group’s management.
Amounts due to related parties of $
9. Revenues from Contracts with Customers
The Group has recognized the following amounts relating to revenues:
For the three months ended | For the six months ended | |||||||
| June 30, 2021 |
| June 30, 2022 |
| June 30, 2021 |
| June 30, 2022 | |
Revenues from long-term fleet | | | | | ||||
Revenues from spot fleet | | | | | ||||
Revenues from vessel management services |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
Management allocates vessel revenues to
10. General and Administrative Expenses
An analysis of general and administrative expenses is as follows:
For the three months ended | For the six months ended | |||||||
| June 30, 2021 |
| June 30, 2022 |
| June 30, 2021 |
| June 30, 2022 | |
Employee costs |
| |
| | |
| | |
Share-based compensation |
| |
| | |
| | |
Amortization of long-term employee benefits | | | | | ||||
Other expenses |
| |
| | |
| | |
Total |
| |
| | |
| |
F-12
General and administrative expenses include restructuring costs comprising of termination benefits, accelerated amortization for stock plan and restructuring obligation, of $
On April 1, 2022, the Company granted $
GasLog had granted to executives, managers and certain employees of the Group, Restricted Stock Units (‘‘RSUs’’), Stock Appreciation Rights or Stock Options (collectively, the ‘‘SARs’’) and Performance Stock Units (‘‘PSUs’’) in accordance with its 2013 Omnibus Incentive Compensation Plan (the ‘‘Plan’’). The terms of the Plan and the assumptions for the valuation of the RSUs, the SARs and the PSUs have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 22 “Share-Based Compensation”.
Following the consummation of the Transaction, the previously unvested RSUs and PSUs vested; the PSUs vested assuming
Other expenses include legal and professional costs relating to the Transaction of $
11. Vessel Operating and Supervision Costs
An analysis of vessel operating and supervision costs is as follows:
For the three months ended | For the six months ended | |||||||
| June 30, 2021 |
| June 30, 2022 |
| June 30, 2021 |
| June 30, 2022 | |
Crew and vessel management employee costs | | | | | ||||
Technical maintenance expenses |
| |
| |
| |
| |
Other vessel operating expenses |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
12. Other Payables and Accruals
An analysis of other payables and accruals is as follows:
December 31, | June 30, | |||
| 2021 |
| 2022 | |
Unearned revenue |
| |
| |
Accrued off-hire |
| |
| |
Accrued purchases |
| |
| |
Accrued interest |
| |
| |
Other accruals |
| |
| |
Total |
| |
| |
13. Share Capital and Preference Shares
GasLog’s authorized share capital consists of
As of June 30, 2022, the share capital consisted of
F-13
Dividend distributions
GasLog’s dividend distributions for the period ended June 30, 2022, are presented in the following table:
Declaration date |
| Type of shares |
| Dividend per share |
| Payment date |
| Amount paid | |
February 23, 2022 |
| Common | $ | | March 1, 2022 |
| | ||
March 9, 2022 |
| Preference | $ | | April 1, 2022 |
| | ||
May 10, 2022 |
| Common | $ | | May 12, 2022 |
| | ||
May 10, 2022 |
| Preference | $ | | July 1, 2022 |
| | ||
Total |
|
|
|
|
|
| |
In the period ended June 30, 2022, the board of directors of the Partnership approved and declared cash distributions of $
14. Commitments and Contingencies
(a) | Commitments relating to the vessels under construction (Note 4) as of June 30, 2022, payable to Daewoo were as follows: |
| June 30, 2022 | |
Period | ||
Not later than one year |
| |
Later than one year and not later than three years |
| |
Later than three years and not later than five years |
| |
Total |
| |
| June 30, 2022 | |
Period | ||
Not later than one year |
| |
Later than one year and not later than two years |
| |
Later than two years and not later than three years |
| |
Later than three years and not later than four years | | |
Later than four years and not later than five years | | |
Later than five years |
| |
Total |
| |
Future gross minimum lease payments disclosed in the above table exclude the lease payments of the vessels that are under construction as of June 30, 2022 (Note 4).
(c) | In the period commencing September 2017 until June 2021, GasLog LNG Services Ltd. entered into new or renewed maintenance agreements with Wartsila Greece S.A. (“Wartsila”) in respect of |
(d) | In March 2019, GasLog LNG Services entered into an agreement with Samsung in respect of |
(e) | In October 2021, GasLog LNG Services entered into long term service agreements with Hyundai Global Service Europe B.V. (“Hyundai”) in respect of |
F-14
Various claims, suits and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, environmental claims, agents and insurers and from claims with suppliers relating to the operations of the Group’s vessels. Currently, management is not aware of any such claims or contingent liabilities requiring disclosure in the unaudited condensed consolidated financial statements.
15. Derivative Financial Instruments
The fair value of the derivative assets is as follows:
December 31, | June 30, | |||
| 2021 |
| 2022 | |
Derivative assets carried at fair value through profit or loss (FVTPL) |
| |||
Interest rate swaps | — | | ||
Forward foreign exchange contracts | | | ||
Derivative assets designated and effective as hedging instruments carried at fair value |
|
| ||
Cross-currency swaps |
| | — | |
Total |
| |
| |
Derivative financial instruments, current assets |
| |
| |
Derivative financial instruments, non-current assets |
| |
| |
Total |
| |
| |
The fair value of the derivative liabilities is as follows:
December 31, | June 30, | |||
| 2021 |
| 2022 | |
Derivative liabilities carried at fair value through profit or loss (FVTPL) |
|
| ||
Interest rate swaps |
| |
| |
Forward foreign exchange contracts | | | ||
Derivative liabilities designated and effective as hedging instruments carried at fair value | ||||
Cross-currency swaps | — | | ||
Total |
| |
| |
Derivative financial instruments, current liability |
| |
| |
Derivative financial instruments, non-current liability |
| |
| |
Total |
| |
| |
Interest rate swap agreements
The Group enters into interest rate swap agreements which convert the floating interest rate exposure into a fixed interest rate in order to hedge a portion of the Group’s exposure to fluctuations in prevailing market interest rates. Under the interest rate swaps, the bank counterparty effects quarterly floating-rate payments to the Group for the notional amount based on the London Interbank Offered Rate (“LIBOR”), and the Group effects quarterly payments to the bank on the notional amounts at the respective fixed rates.
Interest rate swaps held for trading
The principal terms of the Group’s interest rate swaps held for trading as of December 31, 2021, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 26 “Derivative Financial Instruments”. During the six months ended June 30, 2022, the Group did not enter into any new interest rate swaps held for trading.
The Group’s interest rate swaps held for trading were not designated as cash flow hedging instruments. The change in the fair value of the interest rate swaps held for trading for the three and six months ended June 30, 2022 amounted to a net gain of $
Cross currency swap agreements
The principal terms of the Group’s cross currency swaps’ (“CCS”) designated as cash flow hedging instruments as of December 31, 2021, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 26 “Derivative Financial Instruments”. During the six months ended June 30, 2022, the Group did not enter any CCS designated as cash flow hedging instruments.
F-15
For the three and six months ended June 30, 2022, the effective portion of changes in the fair value of CCSs amounting to a loss of $
Forward foreign exchange contracts
The Group uses forward foreign exchange contracts to mitigate foreign exchange transaction exposures in Euros (“EUR”) and Singapore dollars (‘‘SGD’’). Under these forward foreign exchange contracts, the bank counterparty will effect fixed payments in EUR to the Group and the Group will effect fixed payments in USD to the bank counterparty on the respective settlement dates. All forward foreign exchange contracts are considered by management to be part of economic hedge arrangements but have not been formally designated as such.
The principal terms of the forward foreign exchange contracts held for trading as of December 31, 2021, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 26 “Derivative Financial Instruments”.
During the six months ended June 30, 2022, the Group entered the following forward foreign exchange contracts which remain unsettled as of June 30, 2022:
Fixed | Total Exchange | ||||||||||||
Number of | Exchange Rate | Amount | |||||||||||
Company |
| Counterparty |
| Trade Date |
| Contracts |
| Settlement Dates |
| (USD/EUR) |
| (in thousands) | |
GasLog |
| Citibank Europe PLC UK |
|
| € | | |||||||
GasLog | HSBC | € | | ||||||||||
GasLog | ABN Amro Bank N.V. | € | | ||||||||||
GasLog | DNB | € | | ||||||||||
GasLog | OCBC | € | | ||||||||||
GasLog | DNB | € | | ||||||||||
|
|
|
|
|
|
| Total | € | |
|
|
|
|
| Fixed |
| Total Exchange | ||||||
Number of | Exchange Rate | Amount | |||||||||||
Company | Counterparty | Trade Date | Contracts | Settlement Dates | (USD/SGD) | (in thousands) | |||||||
GasLog |
| HSBC |
|
|
|
|
| S$ | | ||||
GasLog |
| ABN Amro Bank N.V. |
|
|
|
|
| S$ | | ||||
GasLog | OCBC | S$ | | ||||||||||
GasLog | Nordea Bank Abp | S$ | | ||||||||||
GasLog | ABN Amro Bank N.V. | S$ | | ||||||||||
GasLog | ABN Amro Bank N.V. | S$ | | ||||||||||
GasLog | Citibank Europe PLC UK | S$ | | ||||||||||
GasLog | Goldman Sachs Bank Europe SE | S$ | | ||||||||||
GasLog | OCBC | S$ | | ||||||||||
| Total |
| S$ | |
Apart from the abovementioned contracts the Group did not enter any other forward foreign exchange contracts, while
The Group’s forward foreign exchange contracts were not designated as cash flow hedging instruments as of June 30, 2022. The change in the fair value of these contracts for the three and six months ended June 30, 2022, amounted to a net loss of $
F-16
16. Financial Costs and Loss/(gain) on Derivatives
An analysis of financial costs and loss/(gain) on derivatives is as follows:
For the three months ended | For the six months ended | |||||||
| June 30, 2021 |
| June 30, 2022 |
| June 30, 2021 |
| June 30, 2022 | |
Amortization and write-off of deferred loan/bond issuance costs/premium and discount |
| |
| |
| |
| |
Interest expense on loans |
| |
| |
| |
| |
Interest expense on bonds and realized loss on CCSs |
| |
| |
| |
| |
Interest expense on leases | | | | | ||||
Other financial costs, net |
| |
| |
| |
| |
Total financial costs |
| |
| |
| |
| |
Unrealized gain on derivative financial instruments held for trading (Note 15) |
| ( |
| ( |
| ( |
| ( |
Realized loss on interest rate swaps held for trading |
| |
| |
| |
| |
Realized (gain)/loss on forward foreign exchange contracts held for trading | ( | | ( | | ||||
Ineffective portion of cash flow hedges | | ( | ( | ( | ||||
Total loss/(gain) on derivatives |
| |
| ( |
| ( |
| ( |
Other financial costs, net includes an amount of $
17. Cash Flow Reconciliations
The reconciliation of the Group’s financing activities for the periods ended June 30, 2021, and June 30, 2022, are presented in the tables below:
A reconciliation of borrowings arising from financing activities is as follows:
Other | Deferred | |||||||||
comprehensive | Non-cash | financing costs, | ||||||||
| Cash flows |
| income |
| items |
| assets |
| Borrowings | |
January 1, 2021 | | |||||||||
Proceeds from loans |
| |
| — |
| — |
| — |
| |
Loan and bond repayments |
| ( |
| — |
| — |
| — |
| ( |
Additions in deferred loan fees |
| ( |
| — |
| ( |
| ( |
| ( |
Amortization and write-off of deferred loan/bond issuance costs/premium (Note 16) |
| — |
| — |
| |
| — |
| |
Retranslation of the NOK 2024 Bonds in USD |
| — |
| ( |
| — |
| — |
| ( |
June 30, 2021 |
|
| |
Other | Deferred | |||||||||
comprehensive | Non-cash | financing costs, | ||||||||
| Cash flows |
| income |
| items |
| assets |
| Borrowings | |
January 1, 2022 |
|
| | |||||||
Proceeds from loans and bonds, net of discount |
| |
| — |
| — |
| — |
| |
Loan and bond repayments |
| ( |
| — |
| — |
| — |
| ( |
Additions in deferred loan fees |
| ( |
| — |
| ( |
| ( |
| ( |
Amortization and write-off of deferred loan/bond issuance costs/premium and discount (Note 16) |
| — |
| — |
| |
| — |
| |
Retranslation of the NOK 2024 Bonds in USD |
| — |
| ( |
| — |
| — |
| ( |
June 30, 2022 |
|
| |
F-17
A reconciliation of derivatives arising from financing activities is as follows:
Other | ||||||
comprehensive | Net derivative | |||||
| loss |
| Non-cash items |
| liabilities | |
January 1, 2021 | | |||||
Unrealized gain on derivative financial instruments held for trading (Note 16) |
| — |
| ( |
| ( |
Ineffective portion of cash flow hedges (Note 16) | — | ( | ( | |||
Effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments |
| |
| — |
| |
June 30, 2021 |
|
| |
Other | ||||||
comprehensive | Net derivative | |||||
| loss |
| Non-cash items |
| liabilities | |
January 1, 2022 | | |||||
Unrealized gain on derivative financial instruments held for trading (Note 16) |
| — |
| ( |
| ( |
Ineffective portion of cash flow hedges (Note 16) | — | ( | ( | |||
Effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments |
| |
| — |
| |
June 30, 2022 |
|
| |
A reconciliation of lease liabilities arising from financing activities is as follows:
| Cash flows |
| Non-cash items |
| Lease liabilities | |
January 1, 2021 |
|
| | |||
Interest expense on leases (Note 16) |
| — |
| |
| |
Additions |
| — |
| |
| |
Payments for interest |
| ( |
| — |
| ( |
Principal elements of lease payments |
| ( |
| — |
| ( |
June 30, 2021 |
|
| |
| Cash flows |
| Non-cash items |
| Lease liabilities | |
January 1, 2022 |
|
| | |||
Interest expense on leases (Note 16) |
| — |
| |
| |
Additions |
| — |
| |
| |
Payments for interest |
| ( |
| — |
| ( |
Principal elements of lease payments |
| ( |
| — |
| ( |
June 30, 2022 |
|
| |
18. Subsequent Events
On July 6, 2022, the Group entered into
On August 3, 2022, the board of directors declared a quarterly cash dividend of $
On August 3, 2022, the board of directors declared a dividend on the Series A Preference Shares of $
F-18
Document and Entity Information |
6 Months Ended |
---|---|
Jun. 30, 2022 | |
Document and Entity Information | |
Document Type | 6-K |
Document Period End Date | Jun. 30, 2022 |
Entity Registrant Name | GasLog Ltd. |
Entity Central Index Key | 0001534126 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q2 |
Unaudited condensed consolidated statements of profit or loss - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Consolidated statements of profit or loss | ||||
Revenues | $ 216,096 | $ 173,010 | $ 429,819 | $ 378,337 |
Voyage expenses and commissions | (1,995) | (5,681) | (7,327) | (9,593) |
Vessel operating and supervision costs | (42,446) | (40,688) | (86,083) | (79,941) |
Depreciation | (58,008) | (48,493) | (112,841) | (96,183) |
General and administrative expenses | (6,884) | (13,498) | (16,902) | (25,240) |
Loss on disposal of non-current assets | (577) | |||
Impairment loss | (28,027) | (56,911) | ||
Profit from operations | 78,736 | 64,650 | 149,178 | 167,380 |
Financial costs | (39,466) | (51,216) | (76,835) | (90,604) |
Financial income | 353 | 34 | 412 | 86 |
(Loss)/gain on derivatives | 8,330 | (6,310) | 45,731 | 13,973 |
Share of profit of associates | 416 | 553 | 935 | 1,120 |
Total other expenses, net | (30,367) | (56,939) | (29,757) | (75,425) |
Profit for the period | 48,369 | 7,711 | 119,421 | 91,955 |
Attributable to: | ||||
Owners of the Group | 45,729 | (4,784) | 90,524 | 53,150 |
Non-controlling interests | $ 2,640 | $ 12,495 | $ 28,897 | $ 38,805 |
Unaudited condensed consolidated statements of comprehensive income or loss - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Unaudited condensed consolidated statements of comprehensive income or loss | ||||
Profit for the period | $ 48,369 | $ 7,711 | $ 119,421 | $ 91,955 |
Items that may be reclassified subsequently to profit or loss: | ||||
Effective portion of changes in fair value of cash flow hedges, net of amounts recycled to profit or loss | 972 | 995 | (686) | (103) |
Other comprehensive income/(loss) for the period | 972 | 995 | (686) | (103) |
Total comprehensive income for the period | 49,341 | 8,706 | 118,735 | 91,852 |
Attributable to: | ||||
Owners of the Group | 46,701 | (3,789) | 89,838 | 53,047 |
Non-controlling interests | $ 2,640 | $ 12,495 | $ 28,897 | $ 38,805 |
Unaudited condensed consolidated statements of changes in equity - USD ($) $ in Thousands |
Common shares
Share capital
|
Preference shares
Share capital
|
Contributed surplus |
Reserves |
Treasury shares |
(Accumulated deficit)/ Retained earnings |
Attributable to owners of the Group |
Non-controlling interests |
Total |
---|---|---|---|---|---|---|---|---|---|
Balance at beginning of period at Dec. 31, 2020 | $ 954 | $ 46 | $ 759,822 | $ 18,667 | $ (1,340) | $ (132,780) | $ 645,369 | $ 951,768 | $ 1,597,137 |
Net proceeds from GasLog Partners' public offerings | 9,593 | 9,593 | |||||||
Dividend declared (common and preference shares) | (14,560) | (14,560) | (15,819) | (30,379) | |||||
Share-based compensation, net of accrued dividend | 3,145 | 3,145 | 3,145 | ||||||
Settlement of share-based compensation | (6,534) | $ 1,340 | (5,194) | (5,194) | |||||
Profit for the period | 53,150 | 53,150 | 38,805 | 91,955 | |||||
Other comprehensive loss for the period | (103) | (103) | (103) | ||||||
Total comprehensive (loss)/income for the period | (103) | 53,150 | 53,047 | 38,805 | 91,852 | ||||
Balance at the end of the period at Jun. 30, 2021 | 954 | 46 | 745,262 | 15,175 | (79,630) | 681,807 | 984,347 | 1,666,154 | |
Balance at beginning of period at Dec. 31, 2021 | 954 | 46 | 692,536 | 15,322 | (65,117) | 643,741 | 924,630 | 1,568,371 | |
Repurchases of GasLog Partners' preference units | (18,740) | (18,740) | |||||||
Dividend declared (common and preference shares) | (33,648) | (33,648) | (14,729) | (48,377) | |||||
Share-based compensation, net of accrued dividend | 468 | 468 | 468 | ||||||
Profit for the period | 90,524 | 90,524 | 28,897 | 119,421 | |||||
Other comprehensive loss for the period | (686) | (686) | (686) | ||||||
Total comprehensive (loss)/income for the period | (686) | 90,524 | 89,838 | 28,897 | 118,735 | ||||
Balance at the end of the period at Jun. 30, 2022 | $ 954 | $ 46 | $ 658,888 | $ 15,104 | $ 25,407 | $ 700,399 | $ 920,058 | $ 1,620,457 |
Unaudited condensed consolidated statements of cash flows (Parenthetical) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Non-cash investing and financing activities | ||
Capital expenditures included in liabilities at the end of the period | $ 12,130 | $ 16,911 |
Capital expenditures included in liabilities at the end of the period - Right-of-use assets | 169 | 169 |
Equity raising costs included in liabilities at the end of the period | 283 | |
Loan issuance costs included in liabilities at the end of the period | 211 | 712 |
Dividend declared included in liabilities at the end of the period | 2,516 | |
Liabilities related to leases at the end of the period | $ 3 | |
Non-cash prepayment of lease payments | 26,557 | |
Capitalized imputed interest included in long-term liabilites | $ 1,198 |
Organization and Operations |
6 Months Ended |
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Jun. 30, 2022 | |
Organization and Operations | |
Organization and Operations | 1. Organization and Operations GasLog Ltd. (“GasLog”) was incorporated in Bermuda on July 16, 2003. GasLog and its subsidiaries (the “Company” or “Group”) are primarily engaged in the ownership, operation and management of vessels in the liquefied natural gas (“LNG”) market, providing maritime services for the transportation of LNG on a worldwide basis and LNG vessel management services. The Group conducts its operations through its vessel-owning subsidiaries and through its vessel management services subsidiary. The Group’s operations are carried out from offices in Piraeus, London and Singapore. The registered office of GasLog is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. On February 21, 2021, GasLog entered into an agreement and plan of merger (the ‘‘Merger Agreement’’) with BlackRock’s Global Energy & Power Infrastructure Team (collectively, ‘‘GEPIF’’), pursuant to which GEPIF acquired all of the outstanding common shares of GasLog Ltd. that were not held by certain existing shareholders of GasLog Ltd. for a purchase price of $5.80 in cash per share (the ‘‘Transaction’’). On June 4, 2021, the special general meeting of shareholders (the “Special Meeting”) was held, and shareholders approved (i) the previously announced Merger Agreement, (ii) the merger and (iii) the statutory merger agreement contemplated by the Merger Agreement. Trading in GasLog’s common shares on the New York Stock Exchange (“NYSE”) was suspended and the delisting of the common shares from the NYSE became effective on June 21, 2021. GasLog’s 8.75% Series A Cumulative Redeemable Perpetual Preference Shares (“Preference Shares”) remain outstanding and continue to trade in the NYSE under the ticker symbol “GLOG PR A”. Following the consummation of the Transaction on June 9, 2021, the Company, Blenheim Holdings Ltd., Blenheim Special Investments Holding Ltd. and Olympic LNG Investments Ltd. (collectively, the “Rolling Shareholders”) and GEPIF entered into a shareholders’ agreement with respect to the governance of the Company (the “Shareholders’ Agreement”). Pursuant to the Shareholders’ Agreement, the board of directors of the Company were reduced to five persons, and the Rolling Shareholders that are party to the Shareholders’ Agreement will appoint a majority of the Company’s board of directors in accordance with the terms of the Shareholders’ Agreement. In addition, Peter G. Livanos holds a proxy to vote the shares of the Rolling Shareholders under the terms of the Shareholders’ Agreement and, as a result of holding such proxy, controls more than a majority of the voting stock of the Company and controls the right to appoint a majority of the board of the Company. As of June 30, 2022, GasLog held a 33.2% ownership interest (including the 2% interest through general partner units) in GasLog Partners LP (“GasLog Partners” or the “Partnership”) and, as a result of its ownership of the general partner and the fact that the general partner elects the majority of the Partnership’s directors in accordance with the Partnership Agreement, GasLog has the ability to control the Partnership’s affairs and policies. Consequently, GasLog Partners is consolidated in the Group’s financial statements. The accompanying unaudited condensed consolidated financial statements include the financial statements of GasLog and its subsidiaries. All subsidiaries included in the unaudited condensed consolidated financial statements are 100% held (either directly or indirectly) by GasLog, except for GasLog Partners and its subsidiaries. In comparison to the Group’s structure for the year ended December 31, 2021, no new subsidiaries were established or acquired in the six months ended June 30, 2022. |
Basis of Presentation |
6 Months Ended |
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Jun. 30, 2022 | |
Basis of Presentation | |
Basis of Presentation | 2. Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Certain information and footnote disclosures required by IFRS for a complete set of annual financial statements have been omitted, and, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Group’s annual consolidated financial statements as of and for the year ended December 31, 2021, filed on an Annual Report on Form 20-F with the Securities Exchange Commission on March 9, 2022. The critical accounting judgments and key sources of estimation uncertainty were disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2021 and remain unchanged. The unaudited condensed consolidated financial statements are expressed in U.S. dollars (“USD”), which is the functional currency of all of the subsidiaries in the Group because their vessels operate in international shipping markets in which revenues and expenses are primarily settled in USD, and the Group’s most significant assets and liabilities are paid for and settled in USD. The financial statements are prepared on the historical cost basis, except for the revaluation of derivative financial instruments. The same accounting policies and methods of computation have been followed in these unaudited condensed consolidated financial statements as were applied in the preparation of the Group’s financial statements for the year ended December 31, 2021. On August 4, 2022, GasLog’s board of directors authorized the unaudited condensed consolidated financial statements for issuance. As of June 30, 2022, GasLog’s current assets totaled $450,737, while current liabilities totaled $511,770, resulting in a negative working capital position of $61,033. Current liabilities include $72,901 of unearned revenue in relation to hires received in advance of June 30, 2022 (which represents a non-cash liability that will be recognized as revenue in July 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. Management anticipates that its 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 leaseback transactions. Management believes that these anticipated sources of funds will be sufficient for the Company to meet its liquidity needs and to comply with its 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. Adoption of new and revised IFRS (a) Standards and interpretations adopted in the current period There were no IFRS standards or amendments that became effective in the current period which were relevant to the Group or material with respect to the Group’s financial statements. (b) Standards and amendments in issue not yet adopted At the date of authorization of these consolidated financial statements, the following standards and amendments relevant to the Group were in issue but not yet effective: 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 clarifies what IAS 1 means when it refers to 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, 2024 and should be applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Earlier application is permitted. Management anticipates that this amendment will not have a material impact on the Group’s financial statements. In February 2021, the IASB amended IAS 1 Presentation of Financial Statements, IFRS Practice Statement 2 and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to improve accounting policy disclosures and to help the users of the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. The amendments will be effective for annual periods beginning on or after January 1, 2023. Management anticipates that these amendments will not have a material impact on the Group’s financial statements. The impact of all other IFRS standards and amendments issued but not yet adopted is not expected to be material with respect to the Group’s financial statements. |
Investment in Associates |
6 Months Ended | ||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||
Investment in Associates | |||||||||||||||||||
Investment in Associates | 3. Investment in Associates The movements in investment in associates are reported in the following table:
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Tangible Fixed Assets and Vessels Under Construction |
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Tangible Fixed Assets and Vessels Under Construction | 4. Tangible Fixed Assets and Vessels Under Construction The movements in tangible fixed assets and vessels under construction are reported in the following table:
Vessels with an aggregate carrying amount of $4,567,244 as of June 30, 2022 (December 31, 2021: $4,972,283) have been pledged as collateral under the terms of the Group’s credit facilities. On February 2, 2022, GasLog entered into an agreement for the sale of the GasLog Chelsea, a 153,600 cubic meters (“cbm”) tri-fuel diesel electric propulsion (“TFDE”) LNG carrier built in 2010 to Gastrade S.A. (“Gastrade”) for $265,086, payable in installments, following its conversion to an FSRU expected to be completed by the fourth quarter of 2023. The proceeds from the sale of the GasLog Chelsea and specifically the amounts already received as June 30, 2022 and to be received in the future were considered as a significant financing component according to IFRS 15 Revenue from Contracts with Customers and were recognized under Other non-current liabilities. Consequently, the Group assessed the interest to be capitalized over time relating to the transaction, which as of June 30, 2022 was $1,198 and was included in Vessels Under Construction. Following the signing of this agreement, as of March 31, 2022, the vessel was remeasured at the lower of its carrying amount and its recoverable amount (value in use), and a non-cash impairment loss of $19,350 was recorded. On February 3, 2022, GasLog, through its subsidiary GAS-fifteen Ltd., issued a Final Notice to Proceed to Keppel Shipyard Ltd. to convert the GasLog Chelsea, into a FSRU in connection with the Final Investment Decision (“FID”) taken by Gastrade for the construction of a regasification terminal in Alexandroupolis. On March 28, 2022, GAS-six Ltd. completed the sale and leaseback of the GasLog Skagen with a wholly-owned subsidiary of China Development Bank Leasing (“CDBL”) (Note 5). During the six-month period ended June 30, 2022, the carrying amount of the vessel ($160,116) was initially remeasured at the lower between carrying amount and fair value less costs to sell and a non-cash impairment loss of $9,534 was recorded. Subsequently, upon sale, a loss of $577 arising from the sale and leaseback transaction was recorded in the consolidated statement of profit or loss. On June 27, 2022, GAS-twenty Ltd., the vessel-owning entity of the Methane Shirley Elisabeth, entered into a Memorandum of Agreement with respect to the sale of its vessel to an unrelated third party, with the transaction expected to be completed in the third quarter of 2022. Also, as of June 30, 2022, GasLog Partners was pursuing an agreement for the sale and lease-back of a second steam turbine propulsion (“Steam”) vessel. 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 with respect to both vessels. As a result, the carrying amounts of the Methane Shirley Elisabeth ($67,339) and the second vessel ($74,123) were remeasured at the lower between carrying amount and fair value less costs to sell, resulting in the recognition of an impairment loss of $14,664 and $13,363, respectively, and were reclassified as “Vessels held for sale” (within current assets). As of June 30, 2022, the Company concluded that there were no events or circumstances triggering the existence of potential impairment or reversal of impairment of its remaining vessels. Vessels under construction As of June 30, 2022, GasLog has the following newbuildings on order at Daewoo Shipbuilding and Marine Engineering Co., Ltd. (“Daewoo”):
Vessels under construction represent scheduled advance payments to the shipyards as well as certain capitalized expenditures. |
Leases |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Leases | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases | 5. Leases On March 28, 2022, GasLog’s subsidiary, GAS-six Ltd. completed the sale and leaseback of the GasLog Skagen with a wholly-owned subsidiary of CDBL. CDBL has the right to sell the vessel to third parties. The vessel was sold to CDBL for net proceeds of $123,448. GasLog leased back the vessel under a bareboat charter from CDBL for a period of five years with no repurchase option or obligation. The sale and leaseback meets the definition of a lease under IFRS 16 Leases, resulting in the recognition of a right-of-use asset of $83,969 and a corresponding lease liability of $57,412. The movements in right-of-use assets are reported in the following table:
An analysis of the lease liabilities is as follows:
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Other Non-Current Assets |
6 Months Ended | |||||||||||||||||||||||||
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Jun. 30, 2022 | ||||||||||||||||||||||||||
Other Non-Current Assets | ||||||||||||||||||||||||||
Other Non-Current Assets | 6. Other Non-Current Assets Other non-current assets consist of the following:
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Borrowings |
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Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | 7. Borrowings An analysis of the borrowings is as follows:
Loans The main terms of the Group’s loan facilities in existence as of December 31, 2021, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 13 “Borrowings”. On March 28, 2022, the outstanding indebtedness of GAS-six Ltd., in the amount of $102,011 was prepaid pursuant to the sale and leaseback agreement entered into with a wholly-owned subsidiary of CDBL (refer to Note 5). The relevant advances of the loan agreement were cancelled and the respective unamortized loan fees of $1,150 written-off to the consolidated statement of profit or loss. During the six months ended June 30, 2022, the Group repaid and prepaid $126,105 in accordance with the repayment terms under its loan facilities. The current portion of borrowings includes an amount of $69,125 (debt less unamortized loan issuance costs) with respect to the two Steam vessels reclassified under “Vessels held for sale” as of June 30, 2022 (Note 4). The carrying amount of the Group’s credit facilities recognized in the unaudited condensed consolidated financial statements approximates its fair value after adjusting for the unamortized loan/bond issuance costs. Bonds The main terms of the Group’s bonds have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 13 “Borrowings”. On March 21, 2022, GasLog completed the refinancing of the 8.875% Senior Notes due 2022 (the “8.875% Senior Notes”) (the “Refinancing”) in connection with the Note Purchase Agreement (the “Note Purchase Agreement”) entered into on September 24, 2021 between GasLog and certain affiliates of The Carlyle Group and EIG Management Company, LLC and Wilmington Trust (London) Limited, as administrative agent, for an amount of up to $325,000 of 7.75% Notes due 2029 (the “7.75% Notes”). During the six months ended June 30, 2022, the Group drew down $315,000 from the 7.75% Notes. The Group used the proceeds of the 7.75% Notes to repay the $315,000 of 8.875% Senior Notes at maturity. The carrying amount under the Norwegian Kroner (‘‘NOK’’) bond maturing in 2024 (the “NOK 2024 Bonds”), net of unamortized financing costs as of June 30, 2022 is $90,112 (carrying amount under the NOK 2024 Bonds as of December 31, 2021: $101,129) while their fair value is $91,158 based on a USD/NOK exchange rate of 0.1011 as of June 30, 2022 (December 31,2021 : $105,990, based on a USD/NOK exchange rate of 0.1135). As of December 31, 2021, commitment, arrangement, upfront and legal and other fees of $5,564 for obtaining the undrawn amount of the financing are classified under Deferred financing costs in the statement of financial position and were netted off debt on the respective drawdown date (June 30, 2022: nil). The carrying amount under the 7.75% Notes, net of unamortized financing costs and discount as of June 30, 2022, is $305,869 (carrying amount under the 8.875% Senior Notes, net of unamortized financing costs and premium as of December 31, 2021: $314,738). The Group was in compliance with its financial covenants as of June 30, 2022. |
Related Party Transactions |
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Related Party Transactions | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | 8. Related Party Transactions The Group had the following balances with related parties which have been included in the unaudited condensed consolidated statements of financial position: Current Assets Dividends receivable and other amounts due from related parties
Current Liabilities Amounts due to related parties
Ship management creditors’ liability comprises cash collected from Egypt LNG Shipping Ltd. to cover the obligations of its vessel under the Group’s management. Amounts due to related parties of $28 as of June 30, 2022 (December 31, 2021: $27) are expenses paid by a related party on behalf of the Group for the office lease and other operating expenses. |
Revenues from Contracts with Customers |
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Revenues from Contracts with Customers | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues from Contracts with Customers | 9. Revenues from Contracts with Customers The Group has recognized the following amounts relating to revenues:
Management allocates vessel revenues to two categories: a) spot fleet and b) long-term fleet, which reflects its commercial strategy. Specifically, the spot fleet category contains all vessels that have contracts with initial duration of up to five years. The long-term fleet category contains all vessels that have charter party agreements with initial duration of more than five years. Both categories, exclude optional periods. |
General and Administrative Expenses |
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General and Administrative Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General and Administrative Expenses | 10. General and Administrative Expenses An analysis of general and administrative expenses is as follows:
General and administrative expenses include restructuring costs comprising of termination benefits, accelerated amortization for stock plan and restructuring obligation, of $211 and $1,689 for the three and six months ended June 30, 2022, respectively ($93 and $144 for the three and six months ended June 30, 2021, respectively) pursuant to management’s decision to relocate more of its employees including several members of senior management to the Piraeus, Greece office. On April 1, 2022, the Company granted $6,000 of cash settled awards to selected employees, in consideration of their key roles in the Company’s operations and their continuing commitment to its success. This grant will be settled 25% on each of the first and second anniversary (April 1 of 2023 and 2024, respectively) and 50% on the third anniversary (April 1, 2025), without performance conditions. It is subject to the employees’ continuing employment with the Company. These obligations are classified as Long-term liabilities and are measured as the present value of expected future payments to be made with any unwind in the discount reflected in the consolidated statement of profit or loss. The expense of the period is included in Amortization of long-term employee benefits in the table above. GasLog had granted to executives, managers and certain employees of the Group, Restricted Stock Units (‘‘RSUs’’), Stock Appreciation Rights or Stock Options (collectively, the ‘‘SARs’’) and Performance Stock Units (‘‘PSUs’’) in accordance with its 2013 Omnibus Incentive Compensation Plan (the ‘‘Plan’’). The terms of the Plan and the assumptions for the valuation of the RSUs, the SARs and the PSUs have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 22 “Share-Based Compensation”. Following the consummation of the Transaction, the previously unvested RSUs and PSUs vested; the PSUs vested assuming 100% achievement of performance conditions. In addition, all SARs have been cancelled and replaced by cash consideration. For the three and six months ended June 30, 2022, the accelerated amortization for the stock plan termination amounted to nil ($1,949 for the three and six months ended June 30, 2021). Other expenses include legal and professional costs relating to the Transaction of $10 and $132 for the three and six months ended June 30, 2022, respectively ($3,084 and $6,801 for the three and six months ended June 30, 2021, respectively). |
Vessel Operating and Supervision Costs |
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Vessel Operating and Supervision Costs | 11. Vessel Operating and Supervision Costs An analysis of vessel operating and supervision costs is as follows:
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Other Payables and Accruals |
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Other Payables and Accruals | 12. Other Payables and Accruals An analysis of other payables and accruals is as follows:
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Share Capital and Preference Shares |
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Share Capital and Preference Shares | 13. Share Capital and Preference Shares GasLog’s authorized share capital consists of 500,000,000 shares with a par value of $0.01 per share. As of June 30, 2022, the share capital consisted of 95,389,062 issued and common shares, par value $0.01 per share and 4,600,000 preference shares issued and .Dividend distributions GasLog’s dividend distributions for the period ended June 30, 2022, are presented in the following table:
In the period ended June 30, 2022, the board of directors of the Partnership approved and declared cash distributions of $719 and of $14,010 for the common units and preference units, respectively, held by non-controlling interests. |
Commitments and Contingencies |
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Commitments and Contingencies | 14. Commitments and Contingencies
(b)Future minimum lease payments receivable in relation to non-cancellable time charter agreements for vessels in operation, including vessels under a lease (Note 5), as of June 30, 2022 are as follows (30 off-hire days are assumed when each vessel will undergo scheduled dry-docking; in addition, early delivery of the vessels by the charterers or any exercise of the charterers’ options to extend the terms of the charters are not accounted for):
Future gross minimum lease payments disclosed in the above table exclude the lease payments of the vessels that are under construction as of June 30, 2022 (Note 4).
Various claims, suits and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, environmental claims, agents and insurers and from claims with suppliers relating to the operations of the Group’s vessels. Currently, management is not aware of any such claims or contingent liabilities requiring disclosure in the unaudited condensed consolidated financial statements. |
Derivative Financial Instruments |
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Derivative Financial Instruments | 15. Derivative Financial Instruments The fair value of the derivative assets is as follows:
The fair value of the derivative liabilities is as follows:
Interest rate swap agreements The Group enters into interest rate swap agreements which convert the floating interest rate exposure into a fixed interest rate in order to hedge a portion of the Group’s exposure to fluctuations in prevailing market interest rates. Under the interest rate swaps, the bank counterparty effects quarterly floating-rate payments to the Group for the notional amount based on the London Interbank Offered Rate (“LIBOR”), and the Group effects quarterly payments to the bank on the notional amounts at the respective fixed rates. Interest rate swaps held for trading The principal terms of the Group’s interest rate swaps held for trading as of December 31, 2021, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 26 “Derivative Financial Instruments”. During the six months ended June 30, 2022, the Group did not enter into any new interest rate swaps held for trading. The Group’s interest rate swaps held for trading were not designated as cash flow hedging instruments. The change in the fair value of the interest rate swaps held for trading for the three and six months ended June 30, 2022 amounted to a net gain of $16,090 and a net gain of $61,876, respectively (for the three and six months ended June 30, 2021: a net gain of $3,718 and a net gain of $32,044, respectively), which was recognized against profit or loss in the period incurred and is included in (Loss)/gain on derivatives. During the three and six months ended June 30, 2022, the net gain of $16,090 and $61,876, respectively derived from changes in the LIBOR curve. Cross currency swap agreements The principal terms of the Group’s cross currency swaps’ (“CCS”) designated as cash flow hedging instruments as of December 31, 2021, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 26 “Derivative Financial Instruments”. During the six months ended June 30, 2022, the Group did not enter any CCS designated as cash flow hedging instruments. For the three and six months ended June 30, 2022, the effective portion of changes in the fair value of CCSs amounting to a loss of $12,557 and a loss of $11,858, respectively, has been recognized in Other comprehensive income/(loss) (for the three and six months ended June 30, 2021: a gain of $1,024 and a loss of $153, respectively). For the three and six months ended June 30, 2022, a loss of $117 and gain of $2, respectively, was recycled to profit or loss representing the realized gain on CCSs in relation to the interest expenses component of the hedge (for the three and six months ended June 30, 2021: a gain of $106 and $157, respectively). Additionally, for the three and six months ended June 30, 2022, a gain of $13,412 and a gain of $11,174, respectively, was recognized in Other comprehensive income/(loss) in relation to the translation of the NOK Bonds in USD as of June 30, 2022 (for the three and six months ended June 30, 2021: a gain of $77 and a gain of $207, respectively). Forward foreign exchange contracts The Group uses forward foreign exchange contracts to mitigate foreign exchange transaction exposures in Euros (“EUR”) and Singapore dollars (‘‘SGD’’). Under these forward foreign exchange contracts, the bank counterparty will effect fixed payments in EUR to the Group and the Group will effect fixed payments in USD to the bank counterparty on the respective settlement dates. All forward foreign exchange contracts are considered by management to be part of economic hedge arrangements but have not been formally designated as such. The principal terms of the forward foreign exchange contracts held for trading as of December 31, 2021, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 26 “Derivative Financial Instruments”. During the six months ended June 30, 2022, the Group entered the following forward foreign exchange contracts which remain unsettled as of June 30, 2022:
Apart from the abovementioned contracts the Group did not enter any other forward foreign exchange contracts, while 43 contracts expired with staggered maturities from January to June 2022. The Group’s forward foreign exchange contracts were not designated as cash flow hedging instruments as of June 30, 2022. The change in the fair value of these contracts for the three and six months ended June 30, 2022, amounted to a net loss of $1,668 and a net loss of $1,974, respectively (for the three and six months ended June 30, 2021: a net gain of $331 and a net loss of $587, respectively), which was recognized against profit or loss in the period incurred and is included in (Loss)/gain on derivatives. |
Financial Costs and Loss (gain) on Derivatives |
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Financial Costs and Loss/(gain) on Derivatives | 16. Financial Costs and Loss/(gain) on Derivatives An analysis of financial costs and loss/(gain) on derivatives is as follows:
Other financial costs, net includes an amount of $15,652 for the three and six months ended June 30, 2021, respectively relating to fees (bank consent, legal fees, etc.) to obtain the third-party consents and waivers in connection with the de-listing of the Group’s shares from NYSE after the consummation of the Transaction. |
Cash Flow Reconciliations |
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Cash Flow Reconciliations | 17. Cash Flow Reconciliations The reconciliation of the Group’s financing activities for the periods ended June 30, 2021, and June 30, 2022, are presented in the tables below: A reconciliation of borrowings arising from financing activities is as follows:
A reconciliation of derivatives arising from financing activities is as follows:
A reconciliation of lease liabilities arising from financing activities is as follows:
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Subsequent Events |
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Jun. 30, 2022 | |
Subsequent Events | |
Subsequent Events | 18. Subsequent Events On July 6, 2022, the Group entered into four sale and leaseback agreements that provide for the financing of the four LNG carriers on order at Daewoo with CMB Financial Leasing Co., Ltd. (“CMBFL”). The Group will sell the aforementioned newbuildings for a total amount of up to $762,604, raising 92.5% of the newbuilding contract price in form or pre- and post- delivery financing and will lease the newbuildings back for a period of ten years (under a 20-year profile) from each delivery date. GasLog has the option to repurchase the vessels no earlier than the third anniversary of each delivery date. The interest on the outstanding capital is calculated on a daily compounded Secured Overnight Financing Rate (“SOFR”) plus a margin. On July 15, 2022, the amount of $20,611 was drawn under these agreements to partially finance installments already paid by the Company to the shipyard. All future installments (including the delivery installment) will be financed by CMBFL. The delivery installment is subject to a fair market value test. On August 3, 2022, the board of directors declared a quarterly cash dividend of $0.15 per common share, payable on August 5, 2022 to shareholders of record as of August 4, 2022. On August 3, 2022, the board of directors declared a dividend on the Series A Preference Shares of $0.546875 per share, payable on October 3, 2022, to holders of record as of September 30, 2022. |
Basis of Presentation (Policies) |
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Jun. 30, 2022 | |
Basis of Presentation | |
Accounting policies and methods of computation followed in interim financial statements | The financial statements are prepared on the historical cost basis, except for the revaluation of derivative financial instruments. The same accounting policies and methods of computation have been followed in these unaudited condensed consolidated financial statements as were applied in the preparation of the Group’s financial statements for the year ended December 31, 2021. |
Adoption of new and revised IFRS | Adoption of new and revised IFRS (a) Standards and interpretations adopted in the current period There were no IFRS standards or amendments that became effective in the current period which were relevant to the Group or material with respect to the Group’s financial statements. (b) Standards and amendments in issue not yet adopted At the date of authorization of these consolidated financial statements, the following standards and amendments relevant to the Group were in issue but not yet effective: 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 clarifies what IAS 1 means when it refers to 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, 2024 and should be applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Earlier application is permitted. Management anticipates that this amendment will not have a material impact on the Group’s financial statements. In February 2021, the IASB amended IAS 1 Presentation of Financial Statements, IFRS Practice Statement 2 and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to improve accounting policy disclosures and to help the users of the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. The amendments will be effective for annual periods beginning on or after January 1, 2023. Management anticipates that these amendments will not have a material impact on the Group’s financial statements. The impact of all other IFRS standards and amendments issued but not yet adopted is not expected to be material with respect to the Group’s financial statements. |
Investment in Associates (Tables) |
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Schedule of movements in investment in associates |
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Tangible Fixed Assets and Vessels Under Construction (Tables) |
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Schedule of movements in tangible fixed assets and vessels under construction |
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Schedule of new buildings on order |
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Leases (Tables) |
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Schedule of movements in right-of-use assets |
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|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of analysis of lease liabilities |
|
Other Non-Current Assets (Tables) |
6 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | ||||||||||||||||||||||||||
Other Non-Current Assets | ||||||||||||||||||||||||||
Schedule of other non-current assets |
|
Borrowings (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of borrowings |
|
Related Party Transactions (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | |||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of balances with related parties | Dividends receivable and other amounts due from related parties
Current Liabilities Amounts due to related parties
|
Revenues from Contracts with Customers (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues from Contracts with Customers | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of revenues from contracts with customers |
|
General and Administrative Expenses (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General and Administrative Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of general and administrative expenses |
|
Vessel Operating and Supervision Costs (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessel Operating and Supervision Costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of vessel operating and supervision costs |
|
Other Payables and Accruals (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
Other Payables and Accruals | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of other payables and accruals |
|
Share Capital and Preference Shares (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Capital and Preference Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of dividend distributions |
|
Commitments and Contingencies (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||
Schedule of commitments relating to vessels under construction |
|
||||||||||||||||||||||||||||||
Schedule of future gross minimum lease payments in relation to non-cancellable time charter agreements |
|
Derivative Financial Instruments (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fair value of the derivative assets |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fair value of the derivative liabilities |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Forward foreign exchange contracts | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of principal terms of instruments held for trading |
|
Financial Costs and Loss (gain) on Derivatives (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Costs and Loss/(gain) on Derivatives | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial costs and Loss/(gain) on Derivatives |
|
Cash Flow Reconciliations (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash Flow Reconciliations | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of reconciliation of borrowings arising from financing activities |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of reconciliation of derivatives arising from financing activities | A reconciliation of derivatives arising from financing activities is as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of reconciliation of lease liabilities arising from financing activities | A reconciliation of lease liabilities arising from financing activities is as follows:
|
Organization and Operations - General information (Details) |
6 Months Ended | ||
---|---|---|---|
Jun. 09, 2021
person
|
Feb. 21, 2021
$ / shares
|
Jun. 30, 2022
USD ($)
|
|
Organization and Operations | |||
Number of persons in Board of Directors | person | 5 | ||
Number of subsidiaries established or acquired | $ | 0 | ||
Global Energy & Power Infrastructure Team | |||
Organization and Operations | |||
Price per unit/share (in dollars per unit/share) | $ / shares | $ 5.80 | ||
GasLog Partners LP | |||
Organization and Operations | |||
Ownership interest in subsidiary (in percent) | 33.20% | ||
General partner interest in GasLog Partners | 2.00% | ||
Subsidiaries, except for GasLog Partners and its subsidiaries | |||
Organization and Operations | |||
Ownership interest in subsidiary (in percent) | 100.00% |
Basis of Presentation - Going concern (Details) - USD ($) $ in Thousands |
Jun. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Basis of Presentation | ||
Current assets | $ 450,737 | $ 325,580 |
Current liabilities | 511,770 | 779,123 |
Working capital position | (61,033) | |
Unearned revenue | $ 72,901 | $ 69,768 |
Investment in Associates (Details) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2022
USD ($)
| |
Rollforward of investment in associate | |
Beginning balance | $ 23,508 |
Additions | 103 |
Share of profit of associates | 935 |
Ending balance | $ 24,546 |
Other Non-Current Assets (Details) - USD ($) $ in Thousands |
Jun. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Other Non-Current Assets | ||
Various guarantees | $ 585 | $ 603 |
Other long-term assets | 4,068 | 4,263 |
Total | $ 4,653 | $ 4,866 |
Borrowings (Details) - USD ($) $ in Thousands |
Jun. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Borrowings | ||
Amounts due within one year | $ 303,608 | $ 565,503 |
Less: unamortized premium | 144 | |
Less: unamortized deferred loan/bond issuance costs | (11,758) | (12,486) |
Borrowings, current portion | 291,850 | 553,161 |
Amounts due after one year | 3,175,032 | 3,152,426 |
Less: unamortized discount | (2,271) | |
Less: unamortized deferred loan/bond issuance costs | (46,830) | (47,367) |
Borrowings, non-current portion | 3,125,931 | 3,105,059 |
Total | $ 3,417,781 | $ 3,658,220 |
Borrowings - Loans (Details) - USD ($) $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Mar. 28, 2022 |
Jun. 30, 2022 |
Jun. 30, 2021 |
Dec. 31, 2021 |
|
Borrowings | ||||
Amount repaid and prepaid | $ 543,116 | $ 266,770 | ||
Current portion of borrowings | 291,850 | $ 553,161 | ||
Steam vessels reclassified under "Vessels held for sale" | ||||
Borrowings | ||||
Current portion of borrowings | 69,125 | |||
GAS-six Ltd | ||||
Borrowings | ||||
Prepayment of debt | $ 102,011 | |||
Unamortized fees written off | $ 1,150 | |||
Loan facilities in existence as of December 31, 2021 | ||||
Borrowings | ||||
Amount repaid and prepaid | $ 126,105 |
Borrowings - Bonds (Details) $ in Thousands |
6 Months Ended | ||
---|---|---|---|
Mar. 21, 2022
USD ($)
|
Jun. 30, 2022
USD ($)
$ / kr
|
Dec. 31, 2021
USD ($)
$ / kr
|
|
Borrowings | |||
Outstanding balance | $ 3,417,781 | $ 3,658,220 | |
Commitment, arrangement, upfront and legal and other fees for obtaining undrawn amount | 0 | 5,564 | |
NOK 2024 Bonds | |||
Borrowings | |||
Outstanding balance | 90,112 | 101,129 | |
Fair value of bond | $ 91,158 | $ 105,990 | |
Exchange rate | $ / kr | 0.1011 | 0.1135 | |
8.875% Senior Notes | |||
Borrowings | |||
Interest rate | 8.875% | 8.875% | |
Repayments of notes | $ 315,000 | ||
Outstanding balance | $ 314,738 | ||
7.75% Notes | |||
Borrowings | |||
Interest rate | 7.75% | 7.75% | |
Notes issuance limit | $ 325,000 | ||
Proceeds from issuance of notes | $ 315,000 | ||
Outstanding balance | $ 305,869 |
Related Party Transactions - Receivables and Payables (Details) - USD ($) $ in Thousands |
Jun. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Related Party Transactions | ||
Dividends receivable and other amounts due from related parties | $ 14 | $ 18 |
Amounts due to related parties | 28 | 27 |
Other receivables | ||
Related Party Transactions | ||
Dividends receivable and other amounts due from related parties | 14 | 18 |
Ship management creditors | ||
Related Party Transactions | ||
Amounts due to related parties | 213 | 119 |
Amounts due to related parties | ||
Related Party Transactions | ||
Amounts due to related parties | 28 | 27 |
Reimbursement of expenses incurred for office lease and other operating expenses | ||
Related Party Transactions | ||
Amounts due to related parties | $ 28 | $ 27 |
Revenues from Contracts with Customers (Details) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2022
USD ($)
|
Jun. 30, 2021
USD ($)
|
Jun. 30, 2022
USD ($)
item
|
Jun. 30, 2021
USD ($)
|
|
Revenues from Contracts with Customers | ||||
Revenue | $ 216,096 | $ 173,010 | $ 429,819 | $ 378,337 |
Number of categories for allocation of revenue | item | 2 | |||
Long-term fleet | ||||
Revenues from Contracts with Customers | ||||
Revenue | 132,337 | 115,522 | $ 265,268 | 233,681 |
Long-term fleet | Minimum | ||||
Revenues from Contracts with Customers | ||||
Initial duration of contract or charter party agreement | 5 years | |||
Spot fleet | ||||
Revenues from Contracts with Customers | ||||
Revenue | 83,521 | 57,293 | $ 164,092 | 144,256 |
Spot fleet | Maximum | ||||
Revenues from Contracts with Customers | ||||
Initial duration of contract or charter party agreement | 5 years | |||
Vessel management services | ||||
Revenues from Contracts with Customers | ||||
Revenue | $ 238 | $ 195 | $ 459 | $ 400 |
General and Administrative Expense (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
General and Administrative Expenses | ||||
Employee costs | $ 2,707 | $ 4,417 | $ 8,433 | $ 9,199 |
Share-based compensation | 203 | 2,461 | 463 | 3,099 |
Amortization of long-term employee benefits | 817 | 434 | 1,160 | 434 |
Other expenses | 3,157 | 6,186 | 6,846 | 12,508 |
Total | $ 6,884 | $ 13,498 | $ 16,902 | $ 25,240 |
General and Administrative Expenses - Additional information (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
Apr. 01, 2025 |
Apr. 01, 2024 |
Apr. 01, 2023 |
Apr. 01, 2022 |
Jun. 09, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
General and administrative expenses | |||||||||
Restructuring costs included in general and administrative expenses | $ 211 | $ 93 | $ 1,689 | $ 144 | |||||
Value of cash-settled awards granted to selected employees | $ 6,000 | ||||||||
Percentage of settlement of awards granted to selected employees | 50.00% | 25.00% | 25.00% | ||||||
Accelerated amortization for the stock plan termination | 0 | 1,949 | 0 | 1,949 | |||||
Transaction costs included in other general and administrative expenses | $ 10 | $ 3,084 | $ 132 | $ 6,801 | |||||
PSUs | |||||||||
General and administrative expenses | |||||||||
Percentage of assumed achievement of performance conditions | 100.00% |
Vessel Operating and Supervision Costs (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Vessel Operating and Supervision Costs | ||||
Crew and vessel management employee costs | $ 27,569 | $ 24,819 | $ 56,113 | $ 49,661 |
Technical maintenance expenses | 8,417 | 9,573 | 16,596 | 17,749 |
Other vessel operating expenses | 6,460 | 6,296 | 13,374 | 12,531 |
Total | $ 42,446 | $ 40,688 | $ 86,083 | $ 79,941 |
Other Payables and Accruals (Details) - USD ($) $ in Thousands |
Jun. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Other Payables and Accruals | ||
Unearned revenue | $ 72,901 | $ 69,768 |
Accrued off-hire | 3,231 | 2,461 |
Accrued purchases | 6,743 | 10,169 |
Accrued interest | 33,790 | 26,186 |
Other accruals | 33,120 | 44,917 |
Total | $ 149,785 | $ 153,501 |
Share Capital and Preference Shares (Details) - Share capital |
Jun. 30, 2022
$ / shares
shares
|
---|---|
Share Capital and Preference Shares | |
Shares authorized (in shares) | 500,000,000 |
Par value per share (in dollar per share) | $ / shares | $ 0.01 |
Common shares | |
Share Capital and Preference Shares | |
Par value per share (in dollar per share) | $ / shares | $ 0.01 |
Shares issued | 95,389,062 |
Shares outstanding | 95,389,062 |
Preference shares | |
Share Capital and Preference Shares | |
Shares issued | 4,600,000 |
Shares outstanding | 4,600,000 |
Share Capital and Preference Shares - Dividend Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands |
6 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Jul. 01, 2022 |
May 12, 2022 |
May 10, 2022 |
Apr. 01, 2022 |
Mar. 09, 2022 |
Mar. 01, 2022 |
Feb. 23, 2022 |
Jun. 30, 2022 |
|
Share Capital and Preference Shares | ||||||||
Dividend amount paid | $ 33,648 | |||||||
Common shares | ||||||||
Share Capital and Preference Shares | ||||||||
Dividend per share (in dollars per share) | $ 0.15 | $ 0.15 | ||||||
Dividend amount paid | $ 14,308 | $ 14,308 | ||||||
Preference shares | ||||||||
Share Capital and Preference Shares | ||||||||
Dividend per share (in dollars per share) | $ 0.546875 | $ 0.546875 | ||||||
Dividend amount paid | $ 2,516 | $ 2,516 |
Share Capital and Preference Shares - Distributions to non-controlling interests (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Dividend distributions | ||
Dividend declared | $ 48,377 | $ 30,379 |
Non-controlling interest | ||
Dividend distributions | ||
Dividend declared | 14,729 | $ 15,819 |
GasLog Partners LP | Non-controlling interest | Common shares | ||
Dividend distributions | ||
Dividend declared | 719 | |
GasLog Partners LP | Non-controlling interest | Preference shares | ||
Dividend distributions | ||
Dividend declared | $ 14,010 |
Commitments and Contingencies - Related to vessels under construction (Details) - Vessels under construction - Daewoo $ in Thousands |
Jun. 30, 2022
USD ($)
|
---|---|
Contractual commitments | |
Capital commitment | $ 741,993 |
Not later than one year | |
Contractual commitments | |
Capital commitment | 144,371 |
Later than one year and not later than three years | |
Contractual commitments | |
Capital commitment | 351,426 |
Later than three years and not later than five years | |
Contractual commitments | |
Capital commitment | $ 246,196 |
Commitments and Contingencies - Other commitments and guarantees (Details) - GasLog LNG Services Ltd. - item |
1 Months Ended | 46 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2021 |
Mar. 31, 2019 |
Jun. 30, 2021 |
Jun. 30, 2022 |
|
Wartsila | ||||
Commitments | ||||
Number of maintenance agreements related to carriers | 24 | |||
Samsung | ||||
Commitments | ||||
Number of vessels covered by agreement | 19 | |||
Period of services to be provided (in years) | 6 years | |||
Number of vessels with ballast water management system installed | 14 | |||
Hyundai | ||||
Commitments | ||||
Number of vessels covered by agreement | 6 | |||
Period of services to be provided (in years) | 5 years |
Derivative Financial Instruments - Interest rate swaps held for trading (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Financial Instruments | ||||
Unrealized gain/(loss) on derivative financial instruments held for trading | $ 14,422 | $ 4,049 | $ 59,902 | $ 31,457 |
Interest rate swaps held for trading | ||||
Financial Instruments | ||||
Unrealized gain/(loss) on derivative financial instruments held for trading | $ 16,090 | $ 3,718 | $ 61,876 | $ 32,044 |
Derivative Financial Instruments - Cross currency swap agreements (Details) - Cross currency swaps qualified as cash flow hedging instruments - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Cross currency swap agreements | ||||
Effective portion of changes in fair value of cash flow hedges | $ (12,557) | $ 1,024 | $ (11,858) | $ (153) |
Recycled loss/(gain) of cash flow hedges reclassified to profit or loss on realization of expense | 117 | (106) | (2) | (157) |
Hedging gain/(loss) recognized in other comprehensive income due to translation of bonds | $ 13,412 | $ 77 | $ 11,174 | $ 207 |
Financial Costs and Loss (gain) on Derivatives (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Financial costs | ||||
Amortization and write-off of deferred loan/bond issuance costs/premium and discount | $ 3,526 | $ 3,603 | $ 8,337 | $ 10,717 |
Interest expense on loans | 23,469 | 20,592 | 43,232 | 41,364 |
Interest expense on bonds and realized loss on CCSs | 8,129 | 8,608 | 16,795 | 17,289 |
Interest expense on leases | 3,530 | 2,412 | 6,686 | 4,826 |
Other financial costs, net | 812 | 16,001 | 1,785 | 16,408 |
Total financial costs | $ 39,466 | 51,216 | $ 76,835 | 90,604 |
Legal and professional fees related to the Transaction | $ 15,652 | $ 15,652 |
Subsequent Events (Details) $ / shares in Units, $ in Thousands |
6 Months Ended | ||||
---|---|---|---|---|---|
Aug. 03, 2022
$ / shares
|
Jul. 15, 2022
USD ($)
|
Jul. 06, 2022
USD ($)
agreement
item
|
Jun. 30, 2022
USD ($)
|
Jun. 30, 2021
USD ($)
|
|
Subsequent Events | |||||
Drawn amount | $ 312,638 | $ 318,913 | |||
Common shares | |||||
Subsequent Events | |||||
Declaration of dividend (per share) | $ / shares | $ 0.15 | ||||
Preference shares | |||||
Subsequent Events | |||||
Declaration of dividend (per share) | $ / shares | $ 0.546875 | ||||
Sale and leaseback transaction | CMB Financial Leasing Co. Ltd. ("CMBFL") | |||||
Subsequent Events | |||||
Number of sale and leaseback agreements | agreement | 4 | ||||
Number of vessels under leaseback | item | 4 | ||||
Percentage of contract price raised on sale | 92.50% | ||||
Leaseback charter period | 10 years | ||||
Profile of debt instrument | 20 years | ||||
Drawn amount | $ 20,611 | ||||
Sale and leaseback transaction | CMB Financial Leasing Co. Ltd. ("CMBFL") | Maximum | |||||
Subsequent Events | |||||
Agreed sale value | $ 762,604 |
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