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