EX-99.2 3 a19-8771_1ex99d2.htm EX-99.2

Exhibit 99.2

 

Financial Report for the Three Months Ended March 31, 2019

 

Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

The following is a discussion of our financial condition and results of operations for the three-month periods ended March 31, 2019 and March 31, 2018. References to “GasLog Partners”, “we”, “our”, “us” and “the Partnership” or similar terms refer to GasLog Partners LP and its subsidiaries. You should read this section in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. For additional information relating to our management’s discussion and analysis of financial condition and results of operations, please see our Annual Report on Form 20-F filed with the United States Securities Exchange Commission (the “SEC”) on February 26, 2019. This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. See also discussion in the section entitled “Forward-Looking Statements” below.

 

Forward-Looking Statements

 

All statements in this report that are not statements of historical fact are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, particularly in relation to our operations, cash flows, financial position, liquidity and cash available for dividends or distributions, plans, strategies, business prospects and changes and trends in our business and the markets in which we operate. We caution that these forward-looking statements represent our estimates and assumptions only as of the date of this report, about factors that are beyond our ability to control or predict, and are not intended to give any assurance as to future results. Any of these factors or a combination of these factors could materially affect future results of operations and the ultimate accuracy of the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.

 

Factors that might cause future results and outcomes to differ include, but are not limited to, the following:

 

·                  general liquefied natural gas (“LNG”) shipping market conditions and trends, including spot and multi-year charter rates, ship values, factors affecting supply and demand of LNG and LNG shipping, technological advancements and opportunities for the profitable operations of LNG carriers;

·                  fluctuations in charter hire rates and vessel values;

·                  our ability to secure new multi-year charters at economically attractive rates;

·                  our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels which are not under multi-year charters, including the risk that certain of our vessels may no longer have the latest technology at such time which may impact the rate at which we can charter such vessels;

·                  changes in our operating expenses, including crew wages, maintenance, dry-docking and insurance costs and bunker prices;

·                  number of off-hire days and dry-docking requirements including our ability to complete scheduled dry-dockings on time and within budget;

·                  planned capital expenditures and availability of capital resources to fund capital expenditures;

·                  fluctuations in prices for crude oil, petroleum products and natural gas;

·                  fluctuations in exchange rates, especially the U.S. dollar and Euro;

·                  our ability to expand our portfolio by acquiring vessels through our drop-down pipeline with GasLog Ltd. (“GasLog”) or by acquiring other assets from third parties;

·                  our ability to leverage GasLog’s relationships and reputation in the shipping industry;

·                  the ability of GasLog to maintain long-term relationships with major energy companies and major LNG producers, marketers and consumers;

·                  GasLog’s relationships with its employees and ship crews, its ability to retain key employees and provide services to us, and the availability of skilled labor, ship crews and management;

·                  changes in the ownership of our charterers;

·                  our customers’ performance of their obligations under our time charters and other contracts;

·                  our future operating performance, financial condition, liquidity and cash available for distributions;

·                  our ability to obtain financing to fund capital expenditures, acquisitions and other corporate activities, funding by banks of their financial commitments, funding by GasLog of the revolving credit facility and our ability to meet our restrictive covenants and other obligations under our credit facilities;

·                  future, pending or recent acquisitions of ships or other assets, business strategy, areas of possible expansion and expected capital spending;

·                  risks inherent in ship operation, including the discharge of pollutants;

·                  any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity event;

·                  the expected cost of and our ability to comply with environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities, governmental organizations, classification societies and standards imposed by our charterers applicable to our business;

·                  potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists;

·                  potential liability from future litigation; and

·                  other risks and uncertainties described in the Partnership’s Annual Report on Form 20-F filed with the SEC on February 26, 2019, available at http://www.sec.gov.

 

18


 

We undertake no obligation to update or revise any forward-looking statements contained in this report, whether as a result of new information, future events, a change in our views or expectations or otherwise, except as required by applicable law. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

 

The declaration and payment of distributions are at all times subject to the discretion of our board of directors and will depend on, amongst other things, the risks and uncertainties described above, restrictions in our credit facilities, the provisions of Marshall Islands law and such other factors as our board of directors may deem relevant.

 

Cash Distribution

 

On April 24, 2019, the board of directors of GasLog Partners approved and declared a quarterly cash distribution of $0.55 per common unit for the quarter ended March 31, 2019. The cash distribution is payable on May 10, 2019 to all unitholders of record as of May 6, 2019. The aggregate amount of the declared distribution will be $26.9 million based on the number of units issued and outstanding on March 31, 2019.

 

Recent Developments

 

On January 29, 2019, the board of directors of GasLog Partners authorized a unit repurchase programme of up to $25.0 million covering the period from January 31, 2019 to December 31, 2021. Under the terms of the repurchase programme, GasLog Partners may repurchase common units from time to time, at its discretion, on the open market or in privately negotiated transactions. As of April 25, 2019, GasLog Partners had not purchased any common units.

 

On February 20, 2019, GasLog Partners entered into a credit agreement with Credit Suisse AG, Nordea Bank Abp, filial i Norge and Iyo Bank, Ltd., Singapore Branch, each an original lender, of up to $450.0 million (the “2019 Partnership Facility”), in order to refinance the existing indebtedness due in November 2019 on five of its vessels. Subsequently, on the same date, the Development Bank of Japan, Inc. entered the facility as lender via transfer certificate. The agreement provides for an amortizing revolving credit facility which can be repaid and redrawn at any time for a period of five years. The total available facility amount will be reduced on a quarterly basis, with a final balloon amount payable concurrently with the last quarterly installment, if any, in February 2024. The vessels covered by the 2019 Partnership Facility are the GasLog Shanghai, the GasLog Santiago, the GasLog Sydney, the Methane Rita Andrea and the Methane Jane Elizabeth. Interest on the 2019 Partnership Facility is payable at a rate of London Interbank Offered Rate (“LIBOR”) plus 2.0%-2.2%, which represents a reduced margin above LIBOR compared to the previous facility. On March 6, 2019, the Partnership drew down $360.0 million under the 2019 Partnership Facility, out of which $354.4 million was used to prepay the outstanding debt of the entities which own these vessels, namely GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd., which would have been due in November 2019.

 

On March 13, 2019, GasLog Partners entered into an agreement to acquire from GasLog 100% of the shares in the entity that owns and charters the GasLog Glasgow, a 174,000 cubic meter (“cbm”) tri-fuel diesel electric (“TFDE”) carrier built in 2016 which is chartered to a subsidiary of Royal Dutch Shell plc (“Shell”) through June 2026. The aggregate purchase price for the acquisition was $214.0 million, which included $1.0 million for positive net working capital balances transferred with the vessel. GasLog Partners financed the acquisition with cash on hand, including proceeds from the Series C Preference Units’ public offering in November 2018, and the assumption of the GasLog Glasgow’s outstanding indebtedness of $134.1 million. The acquisition closed on April 1, 2019.

 

As of March 31, 2019, GasLog held a 27.5% interest in the Partnership (including 2.0% through general partner units). As a result of its 100% ownership of the general partner, and the fact that the general partner elects the majority of the Partnership’s directors in accordance with the Partnership Agreement, GasLog has the ability to control the Partnership’s affairs and policies.

 

Overview

 

We are a growth-oriented limited partnership focused on owning, operating and acquiring LNG carriers engaged in LNG transportation.

 

As of March 31, 2019, our fleet consisted of 14 LNG carriers, including nine vessels with TFDE propulsion and five modern steam turbine propulsion (“Steam”) vessels. On April 1, 2019, our fleet increased to 15 LNG carriers upon completion of the acquisition of the GasLog Glasgow. We also have options and other rights under which we may acquire additional LNG carriers from GasLog, as described below. We believe that such options and rights provide us with significant built-in growth opportunities. We may also acquire vessels or other LNG infrastructure assets from shipyards or other owners.

 

We operate our vessels mainly under multi-year charters with fixed-fee contracts that generate predictable cash flows during the life of these charters. One of our vessels currently operates in the spot market through the Cool Pool, an LNG carrier pooling arrangement operated by GasLog and Golar LNG Ltd. (the “Cool Pool”). We intend to grow our fleet through further acquisitions of LNG carriers or other LNG infrastructure assets from GasLog and third parties. However, we cannot assure you that we will make any particular acquisition or that, as a consequence, we will successfully grow our distributions per common unit. Among other things, our ability to acquire additional LNG carriers or other LNG infrastructure assets will be dependent upon our ability to raise additional equity and debt financing.

 

Our Fleet

 

Owned Fleet

 

Our fleet currently consists of the following vessels:

 

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LNG Carrier

 

Year Built

 

Cargo
Capacity
(cbm)

 

Charterer

 

Propulsion

 

Charter
Expiration

 

Optional Period

 

1

GasLog Shanghai

 

2013

 

155,000

 

Spot Market (1)

 

TFDE

 

 

 

2

Methane Jane Elizabeth

 

2006

 

145,000

 

Shell

 

Steam

 

October 2019 (2)

 

 

3

Methane Alison Victoria

 

2007

 

145,000

 

Shell

 

Steam

 

December 2019 (2)

 

 

 

Methane Jane Elizabeth or Methane Alison Victoria (2)

 

2006/2007

 

145,000

 

Trafigura (2)

 

Steam

 

November or December 2020

 

2021–2024 (3)

 

4

Methane Rita Andrea

 

2006

 

145,000

 

Shell

 

Steam

 

April 2020

 

 

5

Methane Shirley Elisabeth

 

2007

 

145,000

 

Shell

 

Steam

 

June 2020

 

 

6

GasLog Sydney

 

2013

 

155,000

 

Cheniere (4)

 

TFDE

 

June 2020

 

2020-2021 (5)

 

7

Methane Heather Sally

 

2007

 

145,000

 

Shell

 

Steam

 

December 2020

 

 

8

GasLog Seattle

 

2013

 

155,000

 

Shell

 

TFDE

 

June 2021

 

 

9

Solaris

 

2014

 

155,000

 

Shell

 

TFDE

 

June 2021

 

 

10

GasLog Santiago

 

2013

 

155,000

 

Trafigura

 

TFDE

 

December 2021

 

2022-2028 (6)

 

11

GasLog Geneva

 

2016

 

174,000

 

Shell

 

TFDE

 

September 2023

 

2028–2031 (7)

 

12

GasLog Gibraltar

 

2016

 

174,000

 

Shell

 

TFDE

 

October 2023

 

2028–2031 (7)

 

13

Methane Becki Anne

 

2010

 

170,000

 

Shell

 

TFDE

 

March 2024

 

2027-2029 (8)

 

14

GasLog Greece

 

2016

 

174,000

 

Shell

 

TFDE

 

March 2026

 

2031 (9)

 

15

GasLog Glasgow (10)

 

2016

 

174,000

 

Shell

 

TFDE

 

June 2026

 

2031 (9)

 

 


 

(1)                The vessel is currently operating in the spot market under the Cool Pool.

(2)                GasLog Partners has secured a one-year charter with Trafigura Maritime Logistics PTE Ltd. (“Trafigura”) for either the Methane Jane Elizabeth or the Methane Alison Victoria (as nominated by the Partnership) commencing in either November or December 2019 at the Partnership’s option. The charter rate for this one-year charter is lower than the current charter rates of either the Methane Jane Elizabeth or the Methane Alison Victoria.

(3)                Charterer may extend the term of this time charter for a period ranging from one to four years, provided that the charterer gives us advance notice of declaration. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

(4)                The vessel began its 18-month charter with Cheniere Energy, Inc. (“Cheniere”) in December 2018.

(5)                Charterer may extend the term of this time charter for a period ranging from six to twelve months, provided that the charterer gives us advance notice of declaration. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

(6)                Charterer may extend the term of this time charter for a period ranging from one to seven years, provided that the charterer gives us advance notice of declaration. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

(7)                Charterer may extend the term of the time charters by two additional periods of five and three years, respectively, provided that the charterer gives us advance notice of declaration. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

(8)                Charterer may extend the term of the related charter for one extension period of three or five years, provided that the charterer gives us advance notice of its exercise of any extension option. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

(9)                Charterer may extend the term of these time charters for a period of five years, provided that the charterer gives us advance notice of declaration.

(10)            On April 1, 2019, GasLog Partners acquired from GasLog 100% of the shares in the entity that owns and charters the GasLog Glasgow.

 

Charter Expirations

 

The Methane Jane Elizabeth, the Methane Alison Victoria, the Methane Rita Andrea, the Methane Shirley Elisabeth, the GasLog Sydney and the Methane Heather Sally are due to come off charter in October 2019, December 2019, April 2020, June 2020, June 2020 and December 2020, respectively, each plus or minus 30 days. GasLog Partners has secured a one-year charter for either the Methane Jane Elizabeth or the Methane Alison Victoria (as nominated by the Partnership), commencing in either November or December 2019 at the Partnership’s option. The charter rate for this one-year charter is lower than the current charter rates of either the Methane Jane Elizabeth or the Methane Alison Victoria. GasLog Partners continues to pursue opportunities for new multi-year charters with third parties and, on an interim basis, may consider trading the vessels in the spot market, pursuing the most advantageous redeployment depending on evolving market conditions.

 

Additional Vessels

 

Existing Vessel Interests Purchase Options

 

We currently have the option to purchase from GasLog: (i) the GasLog Houston and (ii) the GasLog Gladstone, each within 30 days after GasLog notifies us that the vessel has commenced its multi-year charter with Shell. In each case, our option to purchase is at fair market value as determined pursuant to the omnibus agreement.

LNG Carrier

 

Year Built

 

Cargo
Capacity
(cbm)

 

Charterer

 

Propulsion(1)

 

Charter
Expiration
(2)

 

1

GasLog Houston

 

2018

 

174,000

 

Shell

 

X-DF

 

May 2028

 

2

GasLog Gladstone

 

2019

 

174,000

 

Shell

 

X-DF

 

January 2029

 

 


 

(1)      Reference to “X-DF” refers to low pressure dual-fuel two-stroke engine propulsion manufactured by Winterthur Gas & Diesel. Previously referred to as LP-2S.

 

(2)      Indicates the expiration of the initial fixed term.

 

20


 

Five-Year Vessel Business Opportunities

 

GasLog has agreed, and has caused its controlled affiliates (other than us, our general partner and our subsidiaries) to agree, not to acquire, own, operate or charter any LNG carrier with a cargo capacity greater than 75,000 cbm engaged in oceangoing LNG transportation under a charter for five full years or more without, within 30 calendar days after the consummation of the acquisition or the commencement of the operations or charter of such a vessel, notifying us and offering us the opportunity to purchase such vessel at fair market value. We refer to these vessels, together with any related charters, as “Five-Year Vessels”. The eight newbuildings listed below will each qualify as a Five-Year Vessel upon commencement of their respective charters, and GasLog will be required to offer to us an opportunity to purchase each vessel at fair market value within 30 days of the commencement of its charter. Generally, we must exercise this right of first offer within 30 days following the notice from GasLog that the vessel has been acquired or has become a Five-Year Vessel.

 

LNG Carrier

 

Year Built(1)

 

Cargo
Capacity
(cbm)

 

Charterer

 

Propulsion

 

Estimated
Charter
Expiration
(2)

 

1

GasLog Warsaw

 

Q3 2019

 

180,000

 

Endesa (3)

 

X-DF

 

2029

 

2

Hull No. 2213

 

Q2 2020

 

180,000

 

Centrica (4)

 

X-DF

 

2027

 

3

Hull No. 2274

 

Q2 2020

 

180,000

 

JERA (5)

 

X-DF

 

2032

 

4

Hull No. 2262

 

Q3 2020

 

180,000

 

Centrica (4)

 

X-DF

 

2027

 

5

Hull No. 2300

 

Q4 2020

 

174,000

 

Cheniere

 

X-DF

 

2027

 

6

Hull No. 2301

 

Q4 2020

 

174,000

 

Cheniere

 

X-DF

 

2027

 

7

Hull No. 2311

 

Q2 2021

 

180,000

 

Cheniere

 

X-DF

 

2028

 

8

Hull No. 2312

 

Q3 2021

 

180,000

 

Cheniere

 

X-DF

 

2028

 

 


 

(1)      Expected delivery quarters are presented.

(2)      Charter expiration to be determined based upon actual date of delivery.

(3)      The vessel is chartered to a wholly owned subsidiary of Endesa, S.A. (“Endesa”). The charter will commence in May 2021.

(4)      The vessel is chartered to Pioneer Shipping Limited, a wholly owned subsidiary of Centrica plc (“Centrica”).

(5)      The vessel is chartered to LNG Marine Transport Limited, the principal LNG shipping entity of Japan’s JERA Co., Inc (“JERA”).

 

Results of Operations

 

Our results set forth below are derived from the unaudited condensed consolidated financial statements of the Partnership. The transfers of the GasLog Gibraltar and the Methane Becki Anne from GasLog to the Partnership on April 26, 2018 and November 14, 2018, respectively, were accounted for as reorganizations of entities under common control under IFRS. The unaudited condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries assuming that they are consolidated from the dates of their incorporation by GasLog as they were under the common control of GasLog. Our results set forth below do not include results attributable to the GasLog Glasgow because the Partnership’s acquisition of the entity that owns and charters the GasLog Glasgow closed on April 1, 2019.

 

The Partnership’s historical results were retroactively restated to reflect the historical results of these acquired entities during the periods they were owned by GasLog.

 

Three-month period ended March 31, 2018 compared to the three-month period ended March 31, 2019

 

(in thousands of U.S. dollars)

 

IFRS Reported Common Control Results

 

 

 

March 31, 2018

 

March 31, 2019

 

Change

 

Revenues

 

91,776

 

86,325

 

(5,451

)

Net pool allocation

 

 

34

 

34

 

Voyage expenses and commissions

 

(1,239

)

(1,742

)

(503

)

Vessel operating costs

 

(18,777

)

(17,118

)

1,659

 

Depreciation

 

(20,089

)

(20,380

)

(291

)

General and administrative expenses

 

(4,792

)

(4,598

)

194

 

Profit from operations

 

46,879

 

42,521

 

(4,358

)

Financial costs

 

(16,440

)

(17,902

)

(1,462

)

Financial income

 

526

 

624

 

98

 

Gain/(loss) on derivatives

 

6,327

 

(4,877

)

(11,204

)

Profit for the period

 

37,292

 

20,366

 

(16,926

)

Profit attributable to Partnership’s operations

 

32,002

 

20,366

 

(11,636

)

 

For the three-month period ended March 31, 2018, we had an average of 14.0 vessels operating in our owned fleet having 1,258 operating days, while during the three-month period ended March 31, 2019, we had an average of 14.0 vessels operating in our owned fleet having 1,254 operating days.

 

Revenues: Revenues decreased by $5.5 million, or 6.0%, from $91.8 million for the three-month period ended March 31, 2018 to $86.3

 

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million for the same period in 2019. The decrease in revenue is attributable to the expirations of the initial time charters of the GasLog Shanghai, the GasLog Santiago and the GasLog Sydney in May, June and September 2018, respectively. Following the expirations of their initial charters, the GasLog Shanghai has been trading in the spot market through the Cool Pool, the GasLog Santiago began a new, multi-year charter with Trafigura in August 2018 and the GasLog Sydney began a new 18-month charter with Cheniere in December 2018. As a result, the average daily hire rate decreased from $72,954 for the three-month period ended March 31, 2018 to $68,840 for the three-month period ended March 31, 2019.

 

Net Pool Allocation:  Net pool allocation was $0.0 million in the three months ended March 31, 2018 and $0.03 million in the three months ended March 31, 2019. The $0.03 million of net pool allocation in the three months ended March 31, 2019 represents the adjustment of the net results generated by the GasLog Shanghai in accordance with the pool distribution formula. GasLog Partners recognized gross revenues and gross voyage expenses and commissions of $3.7 million and $0.3 million, respectively, from the operation of the GasLog Shanghai, which entered the Cool Pool in May 2018 (March 31, 2018: $0.0 million and $0.0 million, respectively). GasLog Partners’ total net pool performance is presented below:

 

(in thousands of U.S. dollars)

 

For the three months ended

 

 

 

March 31, 2018

 

March 31, 2019

 

Pool gross revenues (included in Revenues)

 

 

3,698

 

Pool gross voyage expenses and commissions (included in Voyage expenses and commissions)

 

 

(290

)

GasLog Partners’ adjustment for net pool allocation (Net pool allocation)

 

 

34

 

GasLog Partners’ total net pool performance

 

 

3,442

 

 

Voyage Expenses and Commissions:  Voyage expenses and commissions increased by $0.5 million, or 41.7%, from $1.2 million in the three months ended March 31, 2018 to $1.7 million in the three months ended March 31, 2019. The increase in voyage expenses and commissions is mainly attributable to an increase in bunker consumption costs due to the operation of the GasLog Shanghai in the spot market in the first three months of 2019.

 

Vessel Operating Costs: Vessel operating costs decreased by $1.7 million, or 9.0%, from $18.8 million for the three-month period ended March 31, 2018 to $17.1 million for the same period in 2019. The decrease in vessel operating costs is attributable to a decrease of $1.0 million in crew wages and technical maintenance expenses, mainly due to the favorable movement of the EUR/USD exchange rate, which decreased by an average of 8% in the first three months of 2019 as compared to the same period in 2018, and a decrease of $0.6 million in other operating expenses. As a result, daily operating costs per vessel decreased from $16,049 per day for the three-month period ended March 31, 2018 to $14,630 per day for the three-month period ended March 31, 2019.

 

General and Administrative Expenses: General and administrative expenses decreased by $0.2 million, or 4.2%, from $4.8 million for the three-month period ended March 31, 2018 to $4.6 million for the same period in 2019. The decrease in general and administrative expenses is attributable to a decrease of $0.2 million per vessel per year of the annual administrative services fees payable to GasLog in 2019, partially offset by the incremental fees payable to GasLog due to the acquisitions from GasLog of the GasLog Gibraltar in April 2018 and the Methane Becki Anne in November 2018.

 

Financial Costs: Financial costs increased by $1.5 million, or 9.1%, from $16.4 million for the three-month period ended March 31, 2018 to $17.9 million for the same period in 2019. The increase in financial costs is mainly attributable to an increase of $1.3 million in interest expense on loans, primarily due to the higher LIBOR rates in the first three months of 2019 as compared to the same period in 2018. During the three-month period ended March 31, 2018, we had an average of $1,374.4 million of outstanding indebtedness with a weighted average interest rate of 4.0%, compared to an average of $1,240.3 million of outstanding indebtedness with a weighted average interest rate of 4.8% during the three-month period ended March 31, 2019.

 

Gain/(loss) on Derivatives: Gain on derivatives decreased by $11.2 million, from a gain of $6.3 million for the three-month period ended March 31, 2018 to a loss of $4.9 million for the same period in 2019. The decrease is attributable to a $12.0 million decrease in gain from the mark-to-market valuation of the derivatives which were carried at fair value through profit or loss, which reflected a gain of $6.4 million in the three months ended March 31, 2018 as compared to a loss of $5.6 million in the three months ended March 31, 2019, partially offset by a decrease of $0.8 million in realized loss on derivatives held for trading.

 

Profit for the Period: Profit for the period decreased by $16.9 million, or 45.3%, from $37.3 million for the three-month period ended March 31, 2018 to $20.4 million for the same period in 2019, as a result of the aforementioned factors.

 

Profit attributable to the Partnership: Profit attributable to the Partnership decreased by $11.6 million, or 36.3%, from $32.0 million for the three-month period ended March 31, 2018 to $20.4 million for the three-month period ended March 31, 2019. The decrease is mainly attributable to a $12.0 million decrease in gain from the mark-to-market valuation of the derivatives attributable to the Partnership, which were carried at fair value through profit or loss.

 

Specifically, the profit attributable to the Partnership was mainly affected by (a) an increase in revenues of $9.2 million ($14.7 million contributed by the GasLog Gibraltar and the Methane Becki Anne after their drop-downs to the Partnership, partially offset by a decrease in revenues of $5.5 million due to the expirations of the initial time charters of the GasLog Shanghai, the GasLog Santiago and the GasLog Sydney in May, June and September 2018, respectively), (b) an increase in operating expenses attributable to the Partnership of $1.5 million, mainly attributable to the operating expenses of the acquired vessels, partially offset by decreased crew wages and other operating expenses for the remaining fleet, and (c) an increase in depreciation expense attributable to the Partnership of $3.6 million, resulting primarily from the acquisition of the aforementioned vessels.

 

In addition, the profit attributable to the Partnership was further affected by (a) an increase in financial costs attributable to the Partnership of

 

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$4.0 million, mainly due to increased interest expense of $2.7 million with respect to the aggregate outstanding debt of the GasLog Gibraltar and the Methane Becki Anne after their respective drop-downs to the Partnership, and (b) a decrease of $12.0 million in unrealized gain on derivatives.

 

The above discussion of revenues, operating expenses, depreciation expense, financial costs and unrealized gain on derivatives in relation to the Profit attributable to the Partnership for the three-month period ended March 31, 2018 are non-GAAP measures that exclude amounts related to vessels currently owned by the Partnership for the periods prior to their respective transfers to GasLog Partners from GasLog. For a reconciliation of the results attributable to the Partnership to the most directly comparable IFRS reported results, refer to Appendix A included elsewhere in this report.

 

Liquidity and Capital Resources

 

We operate in a capital-intensive industry and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of borrowings from commercial banks, cash generated from operations and debt and equity financings, if any. In addition to paying distributions and potentially repurchasing common units, our other liquidity requirements relate to paying our operating and general and administrative expenses, servicing our debt, funding investments, funding working capital and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity and complying with our financial covenants under our debt facilities.

 

As of March 31, 2019, we had $101.4 million of cash and cash equivalents, of which $45.6 million was held in current accounts and $55.8 million was held in time deposits with an original duration of less than three months. An amount of $5.0 million of time deposits with an original duration greater than three months was classified as short-term investments.

 

On March 6, 2019, the respective subsidiaries of GasLog Partners drew down $360.0 million under the 2019 Partnership Facility and prepaid in full their aggregate outstanding debt of $354.5 million, which would have been due in November 2019.

 

As of March 31, 2019, we had an aggregate of $1,207.0 million of indebtedness outstanding under our credit facilities, of which $70.7 million is repayable within one year. In addition, as of March 31, 2019 we had unused availability under our revolving credit facilities of $145.9 million.

 

On April 1, 2019, in connection with the acquisition of GAS-twelve Ltd., the entity that owns the GasLog Glasgow, the Partnership paid GasLog $93.9 million representing the difference between the $214.0 million aggregate purchase price and the $134.1 million of outstanding indebtedness of the acquired entity assumed by GasLog Partners plus an adjustment of $14.0 million in order to maintain the agreed working capital position in the acquired entity of $1.0 million.

 

The Partnership has entered into six interest rate swap agreements with GasLog at a notional value of $625.0 million in aggregate, maturing between 2020 and 2024. As of March 31, 2019, the Partnership has hedged 51.0% of its floating interest rate exposure on its outstanding debt at a weighted average interest rate of approximately 2.1% (excluding margin).

 

Furthermore, the Partnership has in place six forward foreign exchange contracts with GasLog with a notional value of €12.0 million and staggered maturities during 2019 to mitigate its foreign exchange transaction exposure in its operating expenses.

 

Working Capital Position

 

As of March 31, 2019, our current assets totaled $124.9 million and current liabilities totaled $111.9 million, resulting in a positive working capital position of $13.0 million.

 

Taking into account generally expected market conditions, we anticipate that cash flow generated from operations will be sufficient to fund our operations, including our working capital requirements, and to make the required principal and interest payments on our indebtedness during the next 12 months.

 

Cash Flows

 

Three-month period ended March 31, 2018 compared to the three-month period ended March 31, 2019

 

The following table summarizes our net cash flows from operating, investing and financing activities for the periods indicated:

 

(in thousands of U.S. dollars)

 

Three months ended

 

 

 

 

 

March 31, 2018

 

March 31, 2019

 

Change

 

Net cash provided by operating activities

 

34,441

 

31,009

 

(3,432

)

Net cash (used in)/provided by investing activities

 

(12,817

)

7,339

 

20,156

 

Net cash used in financing activities

 

(21,929

)

(66,120

)

(44,191

)

 

Net Cash provided by Operating Activities:

 

Net cash provided by operating activities decreased by $3.4 million, from $34.4 million in the three-month period ended March 31, 2018 to $31.0 million in the three-month period ended March 31, 2019. The decrease of $3.4 million is attributable to a decrease of $5.4 million in revenues and an increase of $3.1 million in cash paid for interest, partially offset by a $2.9 million movement in working capital accounts, a decrease of $1.4 million in vessel operating costs, voyage expenses and commissions and general and administrative expenses, and a decrease of $0.8 million in realized loss on derivatives held for trading.

 

23


 

Net Cash (used in)/provided by Investing Activities:

 

Net cash used in investing activities decreased by $20.1 million, from net cash used in investing activities of $12.8 million in the three-month period ended March 31, 2018 to net cash provided by investing activities of $7.3 million in the three-month period ended March 31, 2019. The decrease of $20.1 million is mainly attributable to a decrease of net cash used in payments for vessels of $10.1 million and a decrease in net cash used in short-term investments of $10.0 million.

 

Net Cash used in Financing Activities:

 

Net cash used in financing activities increased by $44.2 million, from net cash used in financing activities of $21.9 million in the three-month period ended March 31, 2018 to net cash used in financing activities of $66.1 million in the three-month period ended March 31, 2019. The increase of $44.2 million is mainly attributable to an increase of $279.6 million in bank loan repayments, a decrease in net public offering proceeds of $111.9 million, an increase of $7.8 million in distributions paid and an increase of $4.8 million in payments of loan issuance costs, partially offset by an increase in bank loan drawdowns of $360.0 million.

 

Contracted Charter Revenue

 

The following table summarizes GasLog Partners’ contracted charter revenues and vessel utilization after March 31, 2019:

 

 

 

After
March 31,

 

For the years ending December 31,

 

 

 

2019

 

2020

 

2021

 

2022

 

2023

 

2024-2026

 

Total

 

 

 

(in millions of U.S. dollars, except days and percentages)

 

 

Contracted time charter revenues(1)(2)(3)(4)

 

245.2

 

252.5

 

157.9

 

120.6

 

108.2

 

75.4

 

959.8

 

Total contracted days(1)(2)

 

3,453

 

3,597

 

2,072

 

1,460

 

1,307

 

881

 

12,770

 

Total available days(5)

 

3,820

 

5,004

 

4,960

 

5,110

 

4,990

 

15,044

 

38,928

 

Total unfixed days(6)

 

367

 

1,407

 

2,888

 

3,650

 

3,683

 

14,163

 

26,158

 

Percentage of total contracted days/total available days

 

90.4%

 

71.9%

 

41.8%

 

28.6%

 

26.2%

 

5.9%

 

32.8%

 

 


 

(1)      Reflects time charter revenues and contracted days for the 14 LNG carriers in our fleet as of March 31, 2019. Does not include charter revenues for the GasLog Glasgow, the acquisition of which was completed on April 1, 2019. This acquisition is expected to increase the percentages of our contracted days to our available days for the remainder of 2019, for 2020, 2021, 2022, 2023 and 2024-2026 to 91%, 74%, 46%, 36%, 33% and 12%, respectively.

 

(2)      Our ships are scheduled to undergo dry-docking once every five years. Revenue calculations assume 365 revenue days per ship per annum, with 30 off-hire days when each ship undergoes scheduled dry-docking.

 

(3)      For time charters that include a fixed operating cost component, subject to annual escalation, revenue calculations include that fixed annual escalation. Revenue calculations for such charters include an estimate of the amount of the operating cost component and the management fee component.

 

(4)      Revenue calculations assume no exercise of any option to extend the terms of the charters.

 

(5)      Available days represent total calendar days after deducting 30 off-hire days when the ship undergoes scheduled dry-docking.

 

(6)      Represents available days for the ships after the expiration of the existing charters (assuming charterers do not exercise any option to extend the terms of the charters).

 

The table above provides information about our contracted charter revenues and ship utilization based on contracts in effect for the 14 LNG carriers in our fleet as of March 31, 2019. The table reflects only our contracted charter revenues for the ships in our owned fleet for which we have secured time charters, and it does not reflect the costs or expenses we will incur in fulfilling our obligations under the charters. In particular, the table does not reflect any revenues from the vessel that is operating in the Cool Pool, any time charter revenues from any additional ships we may acquire in the future, nor does it reflect the options under our time charters that permit our charterers to extend the time charter terms for successive multi-year periods at comparable charter hire rates. If exercised, the options to extend the terms of our existing charters would result in an increase in the number of contracted days and the contracted revenue for our fleet in the future. Although the contracted charter revenues are based on contracted charter hire rate provisions, they reflect certain assumptions, including assumptions relating to future ship operating costs. We consider the assumptions to be reasonable as of the date of this report, but if these assumptions prove to be incorrect, our actual time charter revenues could differ from those reflected in the table. Furthermore, any contract is subject to various risks, including performance by the counterparties or an early termination of the contract pursuant to its terms. If the charterers are unable or unwilling to make charter payments to us, or if we agree to renegotiate charter terms at the request of a charterer or if contracts are prematurely terminated for any reason, we would be exposed to prevailing market conditions at the time and our results of operations and financial condition may be materially adversely affected. Please see the disclosure under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on February 26, 2019. For these reasons, the contracted charter revenue information presented above is not fact and should not be relied upon as being necessarily indicative of future results and readers are cautioned not to place undue reliance on this information. Neither the Partnership’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the information presented in the table, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the information in the table.

 

24


 

GASLOG PARTNERS LP

 

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Page

 

 

Unaudited condensed consolidated statements of financial position as of December 31, 2018 and March 31, 2019

F-2

 

 

Unaudited condensed consolidated statements of profit or loss and total comprehensive income for the three months ended March 31, 2018 and 2019

F-3

 

 

Unaudited condensed consolidated statements of changes in owners’/partners’ equity for the three months ended March 31, 2018 and 2019

F-4

 

 

Unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2018 and 2019

F-5

 

 

Notes to the unaudited condensed consolidated financial statements

F-6

 

F-1


 

GasLog Partners LP

 

Unaudited condensed consolidated statements of financial position

As of December 31, 2018 and March 31, 2019

(All amounts expressed in thousands of U.S. Dollars, except unit data)

 

 

 

Note

 

December 31,
2018

 

March 31,
2019

 

Assets

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Other non-current assets

 

 

 

850

 

497

 

Derivative financial instruments

 

12

 

5,116

 

2,330

 

Vessels

 

4

 

2,315,823

 

2,292,183

 

Right-of-use assets

 

5

 

 

1,295

 

Total non-current assets

 

 

 

2,321,789

 

2,296,305

 

Current assets

 

 

 

 

 

 

 

Trade and other receivables

 

 

 

13,484

 

8,325

 

Inventories

 

 

 

3,169

 

4,098

 

Due from related parties

 

3

 

5,281

 

890

 

Prepayments and other current assets

 

 

 

1,175

 

1,632

 

Derivative financial instruments

 

12

 

4,615

 

3,640

 

Short-term investments

 

 

 

10,000

 

5,000

 

Cash and cash equivalents

 

 

 

129,125

 

101,353

 

Total current assets

 

 

 

166,849

 

124,938

 

Total assets

 

 

 

2,488,638

 

2,421,243

 

Partners’ equity and liabilities

 

 

 

 

 

 

 

Partners’ equity

 

 

 

 

 

 

 

Common unitholders (45,448,993 units issued and outstanding as of December 31, 2018 and March 31, 2019)

 

6

 

812,863

 

800,681

 

General partner (927,532 units issued and outstanding as of December 31, 2018 and March 31, 2019)

 

6

 

13,289

 

13,013

 

Incentive distribution rights (“IDR”)

 

6

 

5,176

 

3,783

 

Preference unitholders (5,750,000 Series A Preference Units, 4,600,000 Series B Preference Units and 4,000,000 Series C Preference Units issued and outstanding as of December 31, 2018 and March 31, 2019)

 

6

 

348,331

 

347,839

 

Total partners’ equity

 

 

 

1,179,659

 

1,165,316

 

Current liabilities

 

 

 

 

 

 

 

Trade accounts payable

 

 

 

7,490

 

10,719

 

Due to related parties

 

3

 

2,022

 

210

 

Derivative financial instruments

 

12

 

1,253

 

1,676

 

Other payables and accruals

 

8

 

57,774

 

28,149

 

Borrowings—current portion

 

7

 

429,437

 

70,739

 

Lease liabilities—current portion

 

5

 

 

437

 

Total current liabilities

 

 

 

497,976

 

111,930

 

Non-current liabilities

 

 

 

 

 

 

 

Derivative financial instruments

 

12

 

3,543

 

4,966

 

Borrowings—non-current portion

 

7

 

805,560

 

1,136,292

 

Lease liabilities—non-current portion

 

5

 

 

674

 

Other non-current liabilities

 

 

 

1,900

 

2,065

 

Total non-current liabilities

 

 

 

811,003

 

1,143,997

 

Total partners’ equity and liabilities

 

 

 

2,488,638

 

2,421,243

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-2


 

GasLog Partners LP

 

Unaudited condensed consolidated statements of profit or loss and total comprehensive income

For the three months ended March 31, 2018 and 2019

(All amounts expressed in thousands of U.S. Dollars, except per unit data)

 

 

 

 

 

For the three months ended

 

 

 

Note

 

March 31, 2018

 

March 31, 2019

 

 

 

 

 

(restated)(1)

 

 

 

Revenues

 

9

 

91,776

 

86,325

 

Net pool allocation

 

 

 

 

34

 

Voyage expenses and commissions

 

 

 

(1,239

)

(1,742

)

Vessel operating costs

 

11

 

(18,777

)

(17,118

)

Depreciation

 

4,5

 

(20,089

)

(20,380

)

General and administrative expenses

 

10

 

(4,792

)

(4,598

)

Profit from operations

 

 

 

46,879

 

42,521

 

Financial costs

 

13

 

(16,440

)

(17,902

)

Financial income

 

 

 

526

 

624

 

Gain/(loss) on derivatives

 

13

 

6,327

 

(4,877

)

Total other expenses, net

 

 

 

(9,587

)

(22,155

)

Profit and total comprehensive income for the period

 

 

 

37,292

 

20,366

 

 

 

 

 

 

 

 

 

Earnings per unit attributable to the Partnership, basic and diluted:

 

16

 

 

 

 

 

Common unit (basic and diluted)

 

 

 

0.59

 

0.28

 

General partner unit

 

 

 

0.64

 

0.28

 

 

_______________

(1)                Restated so as to reflect the historical financial statements of GAS-fourteen Ltd. and GAS-twenty seven Ltd. acquired on April 26, 2018 and November 14, 2018, respectively, from GasLog Ltd. (“GasLog”) (Note 1).

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-3


 

GasLog Partners LP

 

Unaudited condensed consolidated statements of changes in owners’/partners’ equity

For the three months ended March 31, 2018 and 2019

(All amounts expressed in thousands of U.S. Dollars, except unit data)

 

 

 

General partner

 

Common unitholders

 

IDR

 

Preference
unitholders

 

Total
Partners’
equity

 

Owners’
capital

 

Total

 

 

 

Units

 

 

 

Units

 

 

 

 

 

Units

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2018

 

836,779

 

11,781

 

41,002,121

 

752,456

 

6,596

 

5,750,000

 

139,321

 

910,154

 

155,554

 

1,065,708

 

Profit and total comprehensive income attributable to GasLog’s operations (Note 16)

 

 

 

 

 

 

 

 

 

5,290

 

5,290

 

Net proceeds from public offering of common units and issuance of preference units

 

 

 

 

42

 

 

4,600,000

 

111,155

 

111,197

 

 

111,197

 

Distributions declared

 

 

(457

)

 

(21,465

)

(923

)

 

(4,619

)

(27,464

)

 

(27,464

)

Share-based compensation, net of accrued distribution

 

 

3

 

 

82

 

78

 

 

 

163

 

 

163

 

Partnership’s profit and total comprehensive income (Note 16)

 

 

539

 

 

24,057

 

2,368

 

 

5,038

 

32,002

 

 

32,002

 

Balance as of March 31, 2018 (as restated(1))

 

836,779

 

11,866

 

41,002,121

 

755,172

 

8,119

 

10,350,000

 

250,895

 

1,026,052

 

160,844

 

1,186,896

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2018

 

927,532

 

13,289

 

45,448,993

 

812,863

 

5,176

 

14,350,000

 

348,331

 

1,179,659

 

 

1,179,659

 

IFRS 16 adjustment

 

 

4

 

 

173

 

 

 

 

177

 

 

177

 

Balance at January 1, 2019 (as restated(2))

 

927,532

 

13,293

 

45,448,993

 

813,036

 

5,176

 

14,350,000

 

348,331

 

1,179,836

 

 

1,179,836

 

Equity offering costs

 

 

 

 

(63

)

 

 

216

 

153

 

 

153

 

Distributions declared (Note 15)

 

 

(539

)

 

(24,997

)

(1,393

)

 

(8,290

)

(35,219

)

 

(35,219

)

Share-based compensation, net of accrued distribution

 

 

4

 

 

176

 

 

 

 

180

 

 

180

 

Partnership’s profit and total comprehensive income (Note 16)

 

 

255

 

 

12,529

 

 

 

7,582

 

20,366

 

 

20,366

 

Balance as of March 31, 2019

 

927,532

 

13,013

 

45,448,993

 

800,681

 

3,783

 

14,350,000

 

347,839

 

1,165,316

 

 

1,165,316

 

________________

 

(1)                Restated so as to reflect the historical financial statements of GAS-fourteen Ltd. and GAS-twenty seven Ltd. acquired on April 26, 2018 and November 14, 2018, respectively, from GasLog (Note 1).

(2)                Restated so as to reflect an adjustment introduced due to the adoption of International Financial Reporting Standard (“IFRS”) 16 Leases on January 1, 2019 (Note 2).

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-4


 

GasLog Partners LP

 

Unaudited condensed consolidated statements of cash flows

For the three months ended March 31, 2018 and 2019

(All amounts expressed in thousands of U.S. Dollars)

 

 

 

 

 

For the three months ended

 

 

 

Note

 

March 31,
2018

 

March 31,
2019

 

 

 

 

 

 

(restated)(1)

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Profit for the period

 

 

 

37,292

 

20,366

 

Adjustments for:

 

 

 

 

 

 

 

Depreciation

 

 

 

20,089

 

20,380

 

Financial costs

 

 

 

16,440

 

17,902

 

Financial income

 

 

 

(526

)

(624

)

Unrealized (gain)/loss on derivatives held for trading

 

 

 

(6,370

)

5,607

 

Share-based compensation

 

 

 

235

 

262

 

 

 

 

 

67,160

 

63,893

 

Movements in working capital

 

 

 

(15,169

)

(12,262

)

Cash provided by operations

 

 

 

51,991

 

51,631

 

Interest paid

 

 

 

(17,550

)

(20,622

)

Net cash provided by operating activities

 

 

 

34,441

 

31,009

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Payments for vessels’ additions

 

 

 

(8,241

)

(2,216

)

Return of capital expenditures (Note 4)

 

 

 

 

4,021

 

Financial income received

 

 

 

424

 

534

 

Maturity of short-term investments

 

 

 

 

10,000

 

Purchase of short-term investments

 

 

 

(5,000

)

(5,000

)

Net cash (used in)/provided by investing activities

 

 

 

(12,817

)

7,339

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Borrowings drawdowns

 

 

 

 

360,000

 

Borrowings repayments

 

 

 

(105,694

)

(385,319

)

Payment of loan issuance costs

 

 

 

 

(4,800

)

Proceeds from public offering of preference units (net of underwriting discounts and commissions)

 

 

 

111,544

 

 

Payment of offering costs

 

 

 

(315

)

(667

)

Distributions paid

 

 

 

(27,464

)

(35,219

)

Payments for lease liabilities

 

 

 

 

(115

)

Net cash used in financing activities

 

 

 

(21,929

)

(66,120

)

Decrease in cash and cash equivalents

 

 

 

(305

)

(27,772

)

Cash and cash equivalents, beginning of the period

 

 

 

149,455

 

129,125

 

Cash and cash equivalents, end of the period

 

 

 

149,150

 

101,353

 

 

 

 

 

 

 

 

 

Non-Cash Investing and Financing Activities:

 

14

 

 

 

 

 

Capital expenditures paid through related parties

 

 

 

11

 

 

Capital expenditures included in liabilities at the end of the period

 

 

 

777

 

9,863

 

Financing costs included in liabilities at the end of the period

 

 

 

 

185

 

Offering costs included in liabilities at the end of the period

 

 

 

396

 

247

 

Liabilities related to leases at the end of the period

 

 

 

 

65

 

 

______________

 

(1)                Restated so as to reflect the historical financial statements of GAS-fourteen Ltd. and GAS-twenty seven Ltd. acquired on April 26, 2018 and November 14, 2018, respectively, from GasLog (Note 1).

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-5


 

GasLog Partners LP

 

Notes to the unaudited condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(All amounts expressed in thousands of U.S. Dollars, except unit data)

 

1. Organization and Operations

 

GasLog Partners LP (“GasLog Partners” or the “Partnership”) was formed as a limited partnership under the laws of the Marshall Islands on January 23, 2014, as a wholly owned subsidiary of GasLog for the purpose of initially acquiring the interests in three liquefied natural gas (“LNG”) carriers (or the “Initial Fleet”) that were contributed to the Partnership by GasLog in connection with the initial public offering of its common units (the “IPO”).

 

On April 26, 2018, GasLog Partners acquired 100% of the ownership interests in GAS-fourteen Ltd., the entity that owns a 174,000 cbm LNG carrier, the GasLog Gibraltar, for an aggregate purchase price of $207,000. On November 14, 2018, GasLog Partners acquired 100% of the ownership interests in GAS-twenty seven Ltd., the entity that owns a 170,000 cbm LNG carrier, the Methane Becki Anne, for an aggregate purchase price of $207,400.

 

The above acquisitions were accounted for as reorganizations of companies under common control. The Partnership’s historical results and net assets were retroactively restated to reflect the historical results of the acquired entities from their respective dates of incorporation by GasLog. The carrying amounts of assets and liabilities included are based on the historical carrying amounts of such assets and liabilities recognized by the subsidiaries.

 

As of March 31, 2019, GasLog holds a 27.5% interest in the Partnership (including 2.0% through its general partner interest). As a result of its 100% ownership of the general partner, and the fact that the general partner elects the majority of the Partnership’s directors in accordance with the Partnership Agreement, GasLog has the ability to control the Partnership’s affairs and policies.

 

The Partnership’s principal business is the acquisition and operation of vessels in the LNG market, providing LNG transportation services on a worldwide basis primarily under multi-year charters. GasLog LNG Services Ltd. (“GasLog LNG Services” or the “Manager”), a related party and a wholly owned subsidiary of GasLog, incorporated under the laws of the Bermuda, provides technical services to the Partnership.

 

As of March 31, 2019, the companies listed below were 100% held by the Partnership:

 

 

 

Place of

 

Date of

 

 

 

 

 

Cargo Capacity

 

 

Name

 

incorporation

 

incorporation

 

Principal activities

 

Vessel

 

(cbm)

 

Delivery Date

GAS-three Ltd.

 

Bermuda

 

April 2010

 

Vessel-owning company

 

GasLog Shanghai

 

155,000

 

January 2013

GAS-four Ltd.

 

Bermuda

 

April 2010

 

Vessel-owning company

 

GasLog Santiago

 

155,000

 

March 2013

GAS-five Ltd.

 

Bermuda

 

February 2011

 

Vessel-owning company

 

GasLog Sydney

 

155,000

 

May 2013

GAS-seven Ltd.

 

Bermuda

 

March 2011

 

Vessel-owning company

 

GasLog Seattle

 

155,000

 

December 2013

GAS-eight Ltd.

 

Bermuda

 

March 2011

 

Vessel-owning company

 

Solaris

 

155,000

 

June 2014

GAS-eleven Ltd.

 

Bermuda

 

December 2012

 

Vessel-owning company

 

GasLog Greece

 

174,000

 

March 2016

GAS-thirteen Ltd.

 

Bermuda

 

July 2013

 

Vessel-owning company

 

GasLog Geneva

 

174,000

 

September 2016

GAS-fourteen Ltd.

 

Bermuda

 

July 2013

 

Vessel-owning company

 

GasLog Gibraltar

 

174,000

 

October 2016

GAS-sixteen Ltd.

 

Bermuda

 

January 2014

 

Vessel-owning company

 

Methane Rita Andrea

 

145,000

 

April 2014

GAS-seventeen Ltd.

 

Bermuda

 

January 2014

 

Vessel-owning company

 

Methane Jane Elizabeth

 

145,000

 

April 2014

GAS-nineteen Ltd.

 

Bermuda

 

April 2014

 

Vessel-owning company

 

Methane Alison Victoria

 

145,000

 

June 2014

GAS-twenty Ltd.

 

Bermuda

 

April 2014

 

Vessel-owning company

 

Methane Shirley Elisabeth

 

145,000

 

June 2014

GAS-twenty one Ltd.

 

Bermuda

 

April 2014

 

Vessel-owning company

 

Methane Heather Sally

 

145,000

 

June 2014

GAS-twenty seven Ltd.

 

Bermuda

 

January 2015

 

Vessel-owning company

 

Methane Becki Anne

 

170,000

 

March 2015

GasLog Partners Holdings LLC

 

Marshall Islands

 

April 2014

 

Holding company

 

 

 

 

2. Basis of Presentation

 

These unaudited condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Certain information and footnote disclosures required by IFRS for a complete set of annual financial statements have been omitted, and therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Partnership’s annual consolidated financial statements for the year ended December 31, 2018, filed on an Annual Report on Form 20-F with the Securities Exchange Commission on February 26, 2019.

 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries assuming that they are consolidated for all periods presented, as they were under the common control of GasLog.

 

The unaudited condensed consolidated financial statements have been prepared on the historical cost basis. The same accounting policies and methods of computation have been followed in these unaudited condensed consolidated financial statements as applied in the preparation of the Partnership’s consolidated financial statements for the year ended December 31, 2018, except for the changes resulting from the adoption of IFRS 16 Leases (as discussed below). On April 25, 2019, the Partnership’s board of directors authorized the unaudited condensed consolidated financial statements for issuance.

 

The critical accounting judgments and key sources of estimation uncertainty were disclosed in the Partnership’s annual consolidated financial statements for the year ended December 31, 2018 and remain unchanged.

 

F-6


 

The unaudited condensed consolidated financial statements are expressed in thousands of U.S. Dollars (“USD”), which is the functional currency of the Partnership and each of its subsidiaries because their vessels operate in international shipping markets, in which revenues and expenses are primarily settled in USD and the Partnership’s most significant assets and liabilities are paid for and settled in USD.

 

Management anticipates that the Partnership’s primary sources of funds will be available cash, cash from operations, borrowings under existing debt and future debt and equity financings, if any. Management believes that these sources of funds will be sufficient for the Partnership to meet its liquidity needs and comply with its banking covenants for at least twelve months from the end of the reporting period and therefore it is appropriate to prepare the financial statements on a going concern basis, although there can be no assurance that the Partnership will be able to obtain future debt and equity financing on acceptable terms.

 

Adoption of new and revised IFRS

 

(a) Standards and interpretations adopted in the current period

 

The following standards and amendments relevant to the Partnership were effective in the current period:

 

In January 2016, the IASB issued IFRS 16 Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer (“lessee”) and the supplier (“lessor”). IFRS 16 eliminates the classification of leases by lessees as either operating leases or finance leases and, instead, introduces a single lessee accounting model. Applying that model, a lessee is required to recognize: (a) assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value; and (b) depreciation of lease assets separately from interest on lease liabilities in the statement of profit or loss. Lessors continue to classify their leases as operating leases or finance leases, and to account for those two types of leases differently. IFRS 16 Leases supersedes the previous leases Standard, IAS 17 Leases, and related Interpretations. The standard is effective from January 1, 2019.

 

The Partnership leases various types of vessels’ equipment. Rental contracts are typically made for fixed periods but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Following the implementation of IFRS 16, a lease is recognized as a right-of-use asset and a corresponding liability on the date when the leased asset is available for use by the Partnership. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

 

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: (a) fixed payments (including in-substance fixed payments), less any lease incentives receivable, (b) variable lease payments that are based on an index or a rate (if any), (c) amounts expected to be payable by the lessee under residual value guarantees (if any), (d) the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and (e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Partnership’s incremental borrowing rate. Right-of-use assets are measured at cost comprising the following: (a) the amount of the initial measurement of lease liability, (b) any lease payments made at or before the commencement date less any lease incentives received, (c) any initial direct costs, and (d) any restoration costs. Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

 

For leases where the Partnership is the lessee, the Partnership has elected to apply the simplified approach, by which comparative information is not restated and any adjustment is recognized at the date of initial application of IFRS 16 Leases. The adoption of the standard on January 1, 2019, resulted in an increase in total assets of $1,419, an increase in retained earnings of $177 and an increase in total liabilities of $1,242.

 

(b) Standards and amendments in issue not yet adopted

 

At the date of authorization of these unaudited condensed consolidated financial statements, there were no IFRS standards and amendments issued but not yet adopted with an expected material effect on the Partnership’s financial statements.

 

3. Related party transactions

 

The Partnership has the following balances with related parties, which have been included in the unaudited condensed consolidated statements of financial position:

 

Amounts due from related parties

 

 

 

December 31, 2018

 

March 31, 2019

Due from GasLog LNG Services (a)

 

 

152

Due from the Cool Pool (b)

 

5,281

 

738

Total

 

5,281

 

890

 

F-7


 

Amounts due to related parties

 

 

 

December 31, 2018

 

March 31, 2019

Due to GasLog LNG Services (a)

 

1,368

 

Due to GasLog (c)

 

654

 

210

Total

 

2,022

 

210

 

(a)              The balance as of March 31, 2019 represents mainly net amounts advanced to the Manager to cover future operating expenses of the Partnership. The balance as of December 31, 2018 represents mainly payments made by the Manager on behalf of the Partnership.

(b)             In May 2018, the Partnership, through the GasLog Shanghai, entered the Cool Pool, an LNG carrier pooling arrangement operated by GasLog and Golar LNG Ltd. (the “Cool Pool”) to market their vessels operating in the LNG shipping spot market. The receivable balances as of December 31, 2018 and March 31, 2019 comprise outstanding pool distributions.

(c)              The balances represent mainly payments made by GasLog on behalf of the Partnership.

 

Loans due to related parties

 

The main terms of the revolving credit facility of $30,000 with GasLog (the “Sponsor Credit Facility”) have been disclosed in the annual consolidated financial statements for the year ended December 31, 2018. Refer to Note 6 “Borrowings”.

 

As of December 31, 2018 and March 31, 2019, the amount outstanding under the Sponsor Credit Facility was nil.

 

The Partnership had the following transactions with related parties, which have been included in the unaudited condensed consolidated statements of profit or loss for the three months ended March 31, 2018 and 2019:

 

 

 

 

 

 

 

For the three months ended

 

 

 

 

 

 

 

 

 

Company

 

Details

 

Account

 

March 31, 2018

 

March 31, 2019

 

GasLog

 

Commercial management fee(i)

 

General and administrative expenses

 

1,260

 

1,260

 

GasLog

 

Administrative services fee(ii)

 

General and administrative expenses

 

2,435

 

2,127

 

GasLog LNG Services

 

Management fees(iii)

 

Vessel operating costs

 

1,794

 

1,794

 

GasLog LNG Services

 

Other vessel operating costs

 

Vessel operating costs

 

4

 

10

 

GasLog

 

Interest expense under Sponsor Credit Facility

 

Financial costs

 

935

 

 

GasLog

 

Commitment fee under Sponsor Credit Facility

 

Financial costs

 

75

 

75

 

GasLog

 

Realized loss/(gain) on interest rate swaps (Note 13)

 

Gain/(loss) on derivatives

 

43

 

(1,097

)

GasLog

 

Realized loss on forward foreign exchange contracts held for trading (Note 13)

 

Gain/(loss) on derivatives

 

 

367

 

Cool Pool

 

Adjustment for net pool allocation

 

Net pool allocation

 

 

(34

)

 

(i)        Commercial Management Agreements

 

Upon completion of the IPO on May 12, 2014, GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd. entered into amended commercial management agreements with GasLog (the “Amended Commercial Management Agreements”), pursuant to which GasLog provides certain commercial management services, including chartering services, consultancy services on market issues and invoicing and collection of hire payables, to the Partnership. The annual commercial management fee under the amended agreements is $360 for each vessel payable quarterly in advance in lump sum amounts. In December 2013, GAS-seven Ltd. entered into a commercial management agreement with GasLog for an annual commercial management fee of $540 that was amended to $360 when the vessel was acquired by the Partnership on November 1, 2016. Additionally, in June 2015, GAS-eight Ltd. entered into a commercial management agreement with GasLog for an annual commercial management fee of $360.

 

The same provisions are included in the commercial management agreements that GAS-eleven Ltd., GAS-thirteen Ltd., GAS-fourteen Ltd., GAS-sixteen Ltd., GAS-seventeen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd. entered into with GasLog upon the deliveries of the GasLog Greece, the GasLog Geneva, the GasLog Gibraltar, the Methane Rita Andrea, the Methane Jane Elizabeth, the Methane Alison Victoria, the Methane Shirley Elisabeth, the Methane Heather Sally and the Methane Becki Anne, respectively, into GasLog’s fleet in March 2016, September 2016, October 2016, April 2014, June 2014 and March 2015 (together with the Amended Commercial Management Agreements and the commercial management agreements entered into by GAS-seven Ltd. and GAS-eight Ltd. with GasLog, the “Commercial Management Agreements”).

 

(ii)  Administrative Services Agreement

 

Upon completion of the IPO on May 12, 2014, the Partnership entered into an administrative services agreement (the “Administrative Services Agreement”) with GasLog, pursuant to which GasLog will provide certain management and administrative services. The services provided under the Administrative Services Agreement are provided as the Partnership may direct, and include bookkeeping, audit, legal, insurance, administrative, clerical, banking, financial, advisory, client and investor relations services. The Administrative Services Agreement will continue indefinitely until terminated by the Partnership upon 90 days’ notice for any reason in the sole discretion of the Partnership’s board of directors. Until December 31, 2016, GasLog received a service fee of $588 per vessel per year in connection with providing services under this agreement. For the years ended December 31, 2017 and December 31, 2018, the annual service fee was $632 and $812 per vessel per year, respectively. With effect from January 1, 2019, the service fee was amended to $608 per vessel per year.

 

(iii)    Ship Management Agreements

 

Upon completion of the IPO on May 12, 2014, GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd. entered into an amended ship management agreement (collectively, the “Amended Ship Management Agreements”) under which the vessel owning subsidiaries pay a management fee of $46 per month to the Manager and reimburse the Manager for all expenses incurred on their behalf. The Amended Ship Management Agreements also provide for superintendent fees of $1 per day payable to the Manager for each day in excess of 25 days per calendar year for which a superintendent performed visits to the vessels, an annual incentive bonus of up to $72 based on key performance indicators predetermined annually and contain clauses for decreased management fees in case of a vessel’s lay-up. The management fees are subject to an annual adjustment, agreed between the parties in good faith, on the basis of general inflation and proof of increases in actual costs incurred by the Manager. Each Amended Ship Management Agreement continues indefinitely until terminated by either party. The same provisions

 

F-8


 

are included in the ship management agreements that GAS-sixteen Ltd., GAS-seventeen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd. entered into with the Manager upon the deliveries of the Methane Rita Andrea, the Methane Jane Elizabeth, the Methane Alison Victoria, the Methane Shirley Elisabeth, the Methane Heather Sally and the Methane Becki Anne, respectively, into GasLog’s fleet in April 2014, June 2014 and March 2015 (together with the Amended Ship Management Agreements and the ship management agreement that GAS-seven Ltd. entered into with the Manager upon its vessel’s delivery from the shipyard in 2013, the “Ship Management Agreements”). In May 2015, the Ship Management Agreements were further amended to delete the annual incentive bonus and superintendent fees clauses and, in the case of GAS-seven Ltd., to also increase the fixed monthly charge to $46 with effect from April 1, 2015. In April 2016, the Ship Management Agreements were amended to consolidate all ship management related fees into a single fee structure. This single fee structure was already provided for in the ship management agreements that GAS-eleven Ltd., GAS-thirteen Ltd. and GAS-fourteen Ltd. had entered into with GasLog upon the deliveries of the GasLog Greece in March 2016, the GasLog Geneva in September 2016 and the GasLog Gibraltar in October 2016, respectively (with a fixed monthly charge of $46).

 

4. Vessels

 

The movement in vessels is reported in the following table:

 

 

 

Vessels

 

Cost

 

 

 

As of January 1, 2019

 

2,650,845

 

Additions

 

637

 

Return of capital expenditures

 

(4,021

)

As of March 31, 2019

 

2,647,461

 

 

 

 

 

Accumulated depreciation

 

 

 

As of January 1, 2019

 

335,022

 

Depreciation expense

 

20,256

 

As of March 31, 2019

 

355,278

 

 

 

 

 

Net book value

 

 

 

As of December 31, 2018

 

2,315,823

 

As of March 31, 2019

 

2,292,183

 

 

All vessels have been pledged as collateral under the terms of the Partnership’s bank loan agreements.

 

In April and May 2017, GasLog LNG Services entered into agreements in relation to investments in certain of the Partnership’s and GasLog’s vessels, with the aim of enhancing their operational performance. On March 7, 2019, GasLog LNG Services and one of its suppliers signed an interim agreement regarding the reimbursement of amounts already paid by the Partnership in respect of the aforementioned enhancements, which were not timely delivered. In accordance with the terms of this agreement, as of March 31, 2019, $4,021 has been reimbursed to the Partnership, which amount will be payable to the supplier on or before the rescheduled delivery date of July 31, 2019. If delivery does not occur on or before the rescheduled delivery date, an additional amount of $3,835 will also be reimbursed to the Partnership.

 

5. Leases

 

On adoption of IFRS 16, the Partnership recognised lease liabilities in relation to leases of vessel communication equipment which had previously been classified as operating leases under IAS 17 Leases. As of January 1, 2019, these liabilities were measured at the present value of the remaining lease payments, discounted using a weighted average incremental borrowing rate of 4.8%.

 

The movements in right-of use assets and lease liabilities are reported in the following tables:

 

 

 

Vessel equipment

 

Right-of-use assets

 

 

 

As of January 1, 2019

 

1,419

 

Depreciation expense

 

(124

)

As of March 31, 2019

 

1,295

 

 

 

 

 

Lease liabilities

 

 

 

As of January 1, 2019

 

1,242

 

Lease expense (Note 13)

 

14

 

Payments

 

(145

)

As of March 31, 2019

 

1,111

 

Lease liabilities, current portion

 

437

 

Lease liabilities, non-current portion

 

674

 

Total

 

1,111

 

 

F-9


 

6. Partners’ Equity

 

On January 29, 2019, the board of directors of GasLog Partners authorized a unit repurchase programme of up to $25,000 covering the period January 31, 2019 to December 31, 2021. Under the terms of the repurchase programme, GasLog Partners may repurchase common units from time to time, at its discretion, on the open market or in privately negotiated transactions. As of March 31, 2019, GasLog Partners has not repurchased any common units.

 

On February 26, 2019, the Partnership entered into a Third Amended and Restated Equity Distribution Agreement to further increase the size of the ATM common equity offering programme (“ATM Programme”) from $144,000 to $250,000. As of March 31, 2019, the unutilized portion of the ATM Programme is $126,556.

 

7. Borrowings

 

 

 

December 31,
2018

 

March 31,
2019

 

Amounts due within one year

 

434,600

 

74,600

 

Less: unamortized deferred loan issuance costs

 

(5,163

)

(3,861

)

Borrowings – current portion

 

429,437

 

70,739

 

Amounts due after one year

 

817,119

 

1,151,800

 

Less: unamortized deferred loan issuance costs

 

(11,559

)

(15,508

)

Borrowings – non-current portion

 

805,560

 

1,136,292

 

Total

 

1,234,997

 

1,207,031

 

 

The main terms of the bank loan facilities and the Sponsor Credit Facility have been disclosed in the annual consolidated financial statements for the year ended December 31, 2018. Refer to Note 6 “Borrowings”.

 

On February 20, 2019, GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-sixteen Ltd., GAS-seventeen Ltd., GasLog Partners and GasLog Partners Holdings LLC entered into a loan agreement with Credit Suisse AG, Nordea Bank Abp, filial i Norge and Iyo Bank Ltd., Singapore Branch, each an original lender and Nordea acting as security agent and trustee for and on behalf of the other finance parties mentioned above, for a credit facility for up to $450,000 (the “2019 Partnership Facility”) for the purpose of refinancing in full the existing facility agreement dated November 12, 2014 (the “Existing Partnership Facility”). Subsequently on the same date, the Development Bank of Japan, Inc. entered the facility as lender via transfer certificate. The vessels covered by the 2019 Partnership Facility are the GasLog Shanghai, the GasLog Santiago, the GasLog Sydney, the Methane Rita Andrea and the Methane Jane Elizabeth.

 

The agreement provides for an amortizing revolving credit facility which can be repaid and redrawn at any time, subject to the outstanding amount immediately after any drawdown not exceeding (i) 75% of the aggregate of the market values of all vessels under the agreement, or (ii) the total facility amount. The total facility amount reduces in 20 equal quarterly amounts of $7,357, with a final balloon amount of up to $302,860, together with the last quarterly reduction in February 2024. The credit facility bears interest at London Interbank Offered Rate (“LIBOR”) plus a margin.

 

The obligations under the 2019 Partnership Facility are secured by a first priority mortgage over the vessels, a pledge of the share capital of the respective vessel-owning companies and a first priority assignment of earnings related to the vessels (excluding the GasLog Shanghai which participates in the Cool Pool), including charter revenue, management revenue and any insurance and requisition compensation. The obligations under the facility are guaranteed by the Partnership and GasLog Partners Holdings LLC.

 

The 2019 Partnership Facility is subject to specified financial covenants that apply to GasLog Partners on a consolidated basis. These financial covenants include the following:

 

-                    the aggregate amount of cash and cash equivalents, short-term investments and available undrawn facilities with remaining maturities of at least six months must be at least $45,000;

-                    total indebtedness divided by total assets must be less than 65.0%; and

-                    the Partnership is permitted to declare or pay any dividends or distributions, subject to no event of default having occurred or occurring as a consequence of the payment of such dividends or distributions.

 

The 2019 Partnership Facility contains customary events of default, including non-payment of principal or interest, breach of covenants or material inaccuracy of representations, default under other material indebtedness and bankruptcy as well as an event of default in the event of the cancellation, rescission, frustration or withdrawal of a charter agreement prior to its scheduled expiration, if certain prepayment and security provisions are not met. In addition, the 2019 Partnership Facility contains covenants requiring us and certain of our subsidiaries to maintain the aggregate of (i) the market value, on a charter exclusive basis, of the mortgaged vessel or vessels and (ii) the market value of any additional security provided to the lenders, at a total value not less than 120.0% of the then-outstanding amount under the facility. If GasLog Partners fails to comply with these covenants and is not able to obtain covenant waivers or modifications, its lenders could require it to make prepayments or provide additional collateral sufficient to bring it into compliance with such covenants, and if it fails to do so its lenders could accelerate our indebtedness.

 

The 2019 Partnership Facility also imposes certain restrictions relating to the Partnership, including restrictions that limit its ability to make

 

F-10


 

any substantial change in the nature of its business or to the partnership structure without approval from the lenders.

 

On March 6, 2019, the Partnership drew down $360,000 under the 2019 Partnership Facility, out of which $354,375 was used to prepay the outstanding debt of GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd., which would have been due in November 2019. On March 7, 2019, the Existing Partnership Facility was terminated and the respective unamortized loan fees of $988 were written-off to profit or loss.

 

GasLog Partners was in compliance with its financial covenants as of March 31, 2019.

 

8. Other Payables and Accruals

 

An analysis of other payables and accruals is as follows:

 

 

 

December 31,
2018

 

March 31,
2019

 

Unearned revenue

 

24,080

 

7,948

 

Accrued legal and professional fees

 

679

 

525

 

Accrued crew costs

 

1,922

 

1,843

 

Accrued off-hire

 

3,108

 

3,559

 

Accrued payable to charterers

 

610

 

610

 

Accrued purchases

 

10,336

 

2,105

 

Accrued interest

 

14,332

 

8,692

 

Accrued board of directors’ fees

 

198

 

253

 

Accrued financing cost

 

101

 

478

 

Accrued cash distributions

 

277

 

305

 

Other payables and accruals

 

2,131

 

1,831

 

Total

 

57,774

 

28,149

 

 

9. Revenues

 

The Partnership has recognized the following amounts relating to revenues:

 

 

 

For the three months ended

 

 

 

March 31, 2018

 

March 31, 2019

 

Revenues from time charters

 

91,776

 

82,627

 

Revenues from the Cool Pool

 

 

3,698

 

Total

 

91,776

 

86,325

 

 

Revenues from the Cool Pool relate only to the pool revenues received from a GasLog Partners vessel operating in the Cool Pool and do not include the Net pool allocation to GasLog Partners of a gain of $34 for the three months ended March 31, 2019 (nil for the three months ended March 31, 2018).

 

10. General and Administrative Expenses

 

An analysis of general and administrative expenses is as follows:

 

 

 

For the three months ended

 

 

 

March 31, 2018

 

March 31, 2019

 

Administrative fees (Note 3)

 

2,435

 

2,127

 

Commercial management fees (Note 3)

 

1,260

 

1,260

 

Share-based compensation (Note 17)

 

235

 

262

 

Other expenses

 

862

 

949

 

Total

 

4,792

 

4,598

 

 

11. Operating Expenses

 

An analysis of operating expenses is as follows:

 

 

 

For the three months ended

 

 

 

March 31, 2018

 

March 31, 2019

 

Crew costs

 

9,244

 

8,425

 

Technical maintenance expenses

 

4,632

 

4,414

 

Other operating expenses

 

4,901

 

4,279

 

Total

 

18,777

 

17,118

 

 

F-11


 

12. Derivative Financial Instruments

 

The fair value of the derivative assets is as follows:

 

 

 

December 31,
2018

 

March 31,
2019

 

Derivative assets carried at fair value through profit or loss (FVTPL)

 

 

 

 

 

Interest rate swaps

 

9,731

 

5,970

 

Total

 

9,731

 

5,970

 

Derivative financial instruments, current asset

 

4,615

 

3,640

 

Derivative financial instruments, non-current asset

 

5,116

 

2,330

 

Total

 

9,731

 

5,970

 

 

The fair value of the derivative liabilities is as follows:

 

 

 

December 31,
2018

 

March 31,
2019

 

Derivative liabilities carried at fair value through profit or loss (FVTPL)

 

 

 

 

 

Interest rate swaps

 

4,218

 

5,954

 

Forward foreign exchange contracts

 

578

 

688

 

Total

 

4,796

 

6,642

 

Derivative financial instruments, current liability

 

1,253

 

1,676

 

Derivative financial instruments, non-current liability

 

3,543

 

4,966

 

Total

 

4,796

 

6,642

 

 

Interest rate swap agreements

 

The Partnership enters into interest rate swap agreements which convert the floating interest rate exposure into a fixed interest rate in order to hedge a portion of the Partnership’s exposure to fluctuations in prevailing market interest rates. Under the interest rate swaps, the counterparty effects quarterly floating-rate payments to the Partnership for the notional amount based on the three-month U.S. dollar LIBOR, and the Partnership effects quarterly payments to the counterparty on the notional amount at the respective fixed rates.

 

Interest rate swaps held for trading

 

The principal terms of the interest rate swaps held for trading were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Notional Amount

Company

 

Counterparty

 

Trade Date

 

Effective Date

 

Termination
Date

 

Fixed
Interest
Rate

 

December 31,
2018

 

March 31,
2019

GasLog Partners

 

GasLog

 

Nov 2016

 

Nov 2016

 

July 2020

 

1.54%

 

130,000

 

130,000

GasLog Partners

 

GasLog

 

Nov 2016

 

Nov 2016

 

July 2021

 

1.63%

 

130,000

 

130,000

GasLog Partners

 

GasLog

 

Nov 2016

 

Nov 2016

 

July 2022

 

1.72%

 

130,000

 

130,000

GasLog Partners

 

GasLog

 

July 2017

 

July 2017

 

June 2022

 

2.19%

 

80,000

 

80,000

GasLog Partners

 

GasLog

 

May 2018

 

May 2018

 

April 2023

 

3.15%

 

80,000

 

80,000

GasLog Partners

 

GasLog

 

Dec 2018

 

Jan 2019

 

Jan 2024

 

3.14%

 

N/A

 

75,000

 

 

 

 

 

 

 

 

 

 

Total

 

550,000

 

625,000

 

The derivative instruments listed above were not designated as cash flow hedging instruments as of March 31, 2019. The change in the fair value of the interest rate swaps for the three months ended March 31, 2019 amounted to a loss of $5,497 (for the three months ended March 31, 2018, a gain of $6,370), which was recognized in profit or loss in the period incurred and is included in Gain/(loss) on derivatives. During the three months ended March 31, 2019, the loss of $5,497 (Note 13) was attributable to changes in the LIBOR yield curve, which was used to calculate the present value of the estimated future cash flows, resulting in a decrease in net derivative assets from interest rate swaps held for trading.

 

Forward foreign exchange contracts

 

The Partnership uses non-deliverable forward foreign exchange contracts to mitigate foreign exchange transaction exposures in Euros (“EUR”). Under these non-deliverable forward foreign exchange contracts, the counterparties (GasLog and the Partnership) settle the difference between the fixed exchange rate and the prevailing rate on the agreed notional amounts on the respective settlement dates. All forward foreign exchange contracts are considered by management to be part of economic hedge arrangements but have not been formally designated as such.

 

F-12


 

Forward foreign exchange contracts held for trading

 

The principal terms of the forward foreign exchange contracts held for trading are as follows:

 

Company

 

Counterparty

 

Trade Date

 

Settlement Date

 

Fixed
Exchange Rate
(USD/EUR)

 

Notional Amount

GasLog Partners

 

GasLog

 

June 2018

 

Apr 2019

 

1.19315

 

€2,000

GasLog Partners

 

GasLog

 

June 2018

 

May 2019

 

1.19645

 

€2,000

GasLog Partners

 

GasLog

 

June 2018

 

June 2019

 

1.19965

 

€2,000

GasLog Partners

 

GasLog

 

August 2018

 

July 2019

 

1.1738

 

€2,000

GasLog Partners

 

GasLog

 

August 2018

 

Aug 2019

 

1.1772

 

€2,000

GasLog Partners

 

GasLog

 

August 2018

 

Sept 2019

 

1.1809

 

€2,000

 

 

 

 

 

 

 

 

Total

 

€12,000

 

The derivative instruments listed above were not designated as cash flow hedging instruments as of March 31, 2019. The change in the fair value of these contracts for the three months ended March 31, 2019 amounted to a loss of $110 (nil for the three months ended March 31, 2018), which was recognized in profit or loss in the period incurred and is included in Gain/(loss) on derivatives (Note 13).

 

13. Financial Costs and Gain/(loss) on Derivatives

 

An analysis of financial costs is as follows:

 

 

 

For the three months ended

 

 

 

March 31, 2018

 

March 31, 2019

 

Amortization and write-off of deferred loan issuance costs

 

2,480

 

2,388

 

Interest expense on loans

 

13,757

 

15,013

 

Lease expense

 

 

14

 

Commitment fees

 

133

 

300

 

Other financial costs including bank commissions

 

70

 

187

 

Total financial costs

 

16,440

 

17,902

 

 

An analysis of gain/loss on derivatives is as follows:

 

 

 

For the three months ended

 

 

 

March 31, 2018

 

March 31, 2019

 

Unrealized (gain)/loss on interest rate swaps held for trading (Note 12)

 

(6,370

)

5,497

 

Unrealized loss on forward foreign exchange contracts held for trading (Note 12)

 

 

110

 

Realized loss/(gain) on interest rate swaps held for trading

 

43

 

(1,097

)

Realized loss on forward foreign exchange contracts held for trading

 

 

367

 

Total (gain)/loss on derivatives

 

(6,327

)

4,877

 

 

14. Cash Flow Reconciliations

 

The reconciliations of the Partnership’s non-cash investing and financing activities for the three months ended March 31, 2018 and March 31, 2019 are presented in the following tables:

 

A reconciliation of borrowings arising from financing activities is as follows:

 

 

 

Opening
balance

 

Cash flows

 

Non-cash items

 

Total

 

Borrowings outstanding as of January 1, 2018

 

1,400,128

 

 

 

1,400,128

 

Borrowings repayments

 

 

(105,694

)

 

(105,694

)

Amortization and write-off of deferred loan issuance costs (Note 13)

 

 

 

2,480

 

2,480

 

Borrowings outstanding as of March 31, 2018

 

1,400,128

 

(105,694

)

2,480

 

1,296,914

 

 

 

 

Opening balance

 

Cash flows

 

Non-cash items

 

Deferred
financing costs,
assets

 

Total

 

Borrowings outstanding as of January 1, 2019

 

1,234,997

 

 

 

 

1,234,997

 

Borrowings drawdowns

 

 

360,000

 

 

 

360,000

 

 

F-13


 

Borrowings repayments

 

 

(385,319

)

 

 

(385,319

)

Additions in deferred loan fees

 

 

(4,800

)

(185

)

(50

)

(5,035

)

Amortization and write-off of deferred loan issuance costs (Note 13)

 

 

 

2,388

 

 

2,388

 

Borrowings outstanding as of March 31, 2019

 

1,234,997

 

(30,119

)

2,203

 

(50

)

1,207,031

 

 

A reconciliation of derivatives arising from financing activities is as follows:

 

 

 

Opening
balance

 

Non-cash items

 

Total

 

Net derivative assets as of January 1, 2018

 

6,346

 

 

6,346

 

Unrealized gain on interest rate swaps held for trading (Note 13)

 

 

6,370

 

6,370

 

Net derivative assets as of March 31, 2018

 

6,346

 

6,370

 

12,716

 

 

 

 

Opening
balance

 

Non-cash items

 

Total

 

Net derivative assets as of January 1, 2019

 

4,935

 

 

4,935

 

Unrealized loss on interest rate swaps held for trading (Note 13)

 

 

(5,497

)

(5,497

)

Unrealized loss on forward foreign exchange contracts held for trading (Note 13)

 

 

(110

)

(110

)

Net derivative liabilities as of March 31, 2019

 

4,935

 

(5,607

)

(672

)

 

A reconciliation of vessels arising from investing activities is as follows:

 

 

 

Opening
balance

 

Cash flows

 

Non-cash items

 

Total

 

Vessels as of January 1, 2018

 

2,363,668

 

 

 

2,363,668

 

Additions

 

 

8,241

 

(1,086

)

7,155

 

Depreciation expense

 

 

 

(20,089

)

(20,089

)

Vessels as of March 31, 2018

 

2,363,668

 

8,241

 

(21,175

)

2,350,734

 

 

 

 

Opening
balance

 

Cash flows

 

Non-cash items

 

Total

 

Vessels as of January 1, 2019

 

2,315,823

 

 

 

2,315,823

 

Additions (Note 4)

 

 

2,216

 

(1,579

)

637

 

Return of capital expenditures (Note 4)

 

 

(4,021

)

 

(4,021

)

Depreciation expense (Note 4)

 

 

 

(20,256

)

(20,256

)

Vessels as of March 31, 2019

 

2,315,823

 

(1,805

)

(21,835

)

2,292,183

 

 

A reconciliation of lease liabilities arising from financing activities is as follows:

 

 

 

Opening
balance

 

Cash flows

 

Non-cash items

 

Total

 

Lease liabilities as of January 1, 2019

 

1,242

 

 

 

1,242

 

Lease expense (Note 5)

 

 

 

14

 

14

 

Payments for interest

 

 

(12

)

 

(12

)

Payments for lease liabilities

 

 

(115

)

(18

)

(133

)

Lease liabilities as of March 31, 2019

 

1,242

 

(127

)

(4

)

1,111

 

 

A reconciliation of equity offerings arising from financing activities is as follows:

 

 

 

Cash flows

 

Non-cash items

 

Total

 

Proceeds from public offering of preference units (net of underwriting discounts and commissions)

 

111,544

 

 

111,544

 

Offering costs

 

(315

)

(32

)

(347

)

Net proceeds from equity offerings in the three months ended March 31, 2018

 

111,229

 

(32

)

111,197

 

 

 

 

Cash flows

 

Non-cash items

 

Total

 

Equity offering costs

 

(667

)

820

 

153

 

Net proceeds from equity offerings in the three months ended March 31, 2019

 

(667

)

820

 

153

 

 

15. Cash Distributions

 

On January 29, 2019, the board of directors of the Partnership approved and declared a quarterly cash distribution, with respect to the quarter

 

F-14


 

ended December 31, 2018, of $0.55 per common unit. The cash distribution of $26,929 was paid on February 13, 2019 to all unitholders of record as of February 8, 2019.

 

On February 22, 2019, the board of directors of the Partnership approved and declared a distribution on the Series A Preference Units of $0.5390625 per preference unit, a distribution on the Series B Preference Units of $0.5125 per preference unit and a distribution on the Series C Preference Units of $0.7083 per preference unit. The aggregate cash distributions of $8,290 were paid on March 15, 2019 to all unitholders of record as of March 8, 2019.

 

16. Earnings per Unit (“EPU”)

 

The Partnership calculates earnings per unit by allocating reported profit for each period to each class of units based on the distribution policy for available cash stated in the Partnership Agreement.

 

Basic earnings per unit is determined by dividing profit for the period, after deducting preference unit distributions, by the weighted average number of units outstanding during the period. Diluted earnings per unit is calculated by dividing the profit of the period attributable to common unitholders by the weighted average number of potential ordinary common units assumed to have been converted into common units, unless such potential ordinary common units have an antidilutive effect.

 

Earnings per unit is presented for the period in which the units were outstanding, with earnings calculated as follows:

 

 

 

For the three months ended

 

 

 

March 31, 2018

 

March 31, 2019

 

Profit for the period

 

37,292

 

20,366

 

Less:

 

 

 

 

 

Profit attributable to GasLog’s operations*

 

(5,290

)

 

Partnership’s profit

 

32,002

 

20,366

 

Adjustment for:

 

 

 

 

 

Paid and accrued preference unit distributions

 

(5,038

)

(7,582

)

Partnership’s profit attributable to:

 

26,964

 

12,784

 

Common unitholders

 

24,057

 

12,529

 

General partner

 

539

 

255

 

Incentive distribution rights**

 

2,368

 

 

Weighted average number of units outstanding (basic)

 

 

 

 

 

Common units

 

41,002,121

 

45,448,993

 

General partner units

 

836,779

 

927,532

 

Earnings per unit (basic)

 

 

 

 

 

Common unitholders

 

0.59

 

0.28

 

General partner

 

0.64

 

0.28

 

Weighted average number of units outstanding (diluted)

 

 

 

 

 

Common units

 

41,086,502

 

45,539,778

 

General partner units

 

836,779

 

927,532

 

Earnings per unit (diluted)

 

 

 

 

 

Common unitholders

 

0.59

 

0.28

 

General partner

 

0.64

 

0.28

 

 

* Includes the aggregate profit of GAS-fourteen Ltd. and GAS-twenty seven Ltd. for the period prior to their transfers to the Partnership on April 26, 2018 and November 14, 2018, respectively. While such amounts are reflected in the Partnership’s financial statements because the transfers to the Partnership were accounted for as reorganizations of entities under common control (Note 1), the aforementioned entities were not owned by the Partnership prior to their transfers to the Partnership on the respective dates and accordingly the Partnership was not entitled to the cash or results generated in the periods prior to such transfers.

 

** Represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. GasLog holds the incentive distribution rights following completion of the Partnership’s IPO. The IDRs may be transferred separately from any other interests, subject to restrictions in the Partnership Agreement. Based on the nature of such right, earnings attributable to IDRs cannot be allocated on a per unit basis.

 

 

17. Share-based Compensation

 

The terms of the 2015 Long-Term Incentive Plan (the “2015 Plan”) and the assumptions for the valuation of Restricted Common Units (“RCUs”) and Performance Common Units (“PCUs”) have been disclosed in Note 20 “Share-Based Compensation” in the annual audited consolidated financial statements for the year ended December 31, 2018.

 

As of March 31, 2019, there were 75,084 RCUs and 75,084 PCUs outstanding (December 31, 2018: 75,084 RCUs and 75,084 PCUs). Subsequently, on April 1, 2019, 24,925 RCUs and 24,925 PCUs vested under the Partnership’s 2015 Plan (Note 19).

 

The total expense recognized in respect of equity-settled employee benefits for the three months ended March 31, 2019 was $262 (for the three months ended March 31, 2018: $235). The total accrued cash distribution as of March 31, 2019 is $624 (December 31, 2018: $542).

 

F-15


 

18. Commitments and Contingencies

 

Future gross minimum lease payments receivable in relation to non-cancellable time charter agreements for vessels in operation as of March 31, 2019 are as follows (30 off-hire days are assumed when each vessel will undergo scheduled dry-docking; in addition, early redelivery of the vessels by the charterers or any exercise of the charterers’ options to extend the terms of the charters are not accounted for):

 

Period

 

March 31, 2019

Not later than one year

 

249,051

Later than one year and not later than three years

 

288,832

Later than three years and not later than five years

 

169,668

More than five years

 

48,164

Total

 

755,715

 

In April and May 2017, GasLog LNG Services entered into agreements in relation to investments in certain of the Partnership’s and GasLog’s vessels, with the aim of enhancing their operational performance. Commitments relating to these agreements for the Partnership are as follows:

 

Period

 

March 31, 2019

Not later than one year

 

1,494

Total

 

1,494

 

Following the acquisition of (i) the Methane Rita Andrea and the Methane Jane Elizabeth and (ii) the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally, the Partnership, through its subsidiaries (i) GAS-sixteen Ltd. and GAS-seventeen Ltd. and (ii) GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., respectively, is counter guarantor for the acquisition from BG Group plc of 83.3% of depot spares with an aggregate value of $6,000, of which $660 have been purchased and paid as of March 31, 2019 by GasLog. These spares should be acquired before March 31, 2020.

 

In September 2017 and July 2018, GasLog LNG Services entered into maintenance agreements with Wartsila Greece S.A. in respect of eight of the Partnership’s LNG carriers. The agreements ensure dynamic maintenance planning, technical support, security of spare parts supply, specialist technical personnel and performance monitoring.

 

In March 2019, GasLog LNG Services entered into an agreement with Samsung Heavy Industries Co., Ltd. (“Samsung”) in respect of eleven of the Partnership’s LNG carriers. The agreement covers the supply of ballast water management systems on board the vessels by Samsung and associated field, commissioning and engineering services for a firm period of six years.

 

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 Partnership’s vessels. Currently, management is not aware of any such claims or contingent liabilities requiring disclosure in the consolidated financial statements.

 

19. Subsequent Events

 

On April 1, 2019, GasLog Partners completed the acquisition from GasLog of 100% of the shares in the entity that owns and charters the GasLog Glasgow, a 174,000 cbm TFDE LNG carrier built in 2016 which is chartered to a subsidiary of Royal Dutch Shell plc through June 2026, for an aggregate purchase price of $214,000.

 

On April 1, 2019, GasLog Partners issued 49,850 common units in connection with the vesting of 24,925 RCUs and 24,925 PCUs under its 2015 Plan. In connection with the issuance of these common units, GasLog Partners also issued 1,017 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest.

 

On April 24, 2019, the board of directors of GasLog Partners approved and declared a quarterly cash distribution of $0.55 per common unit for the quarter ended March 31, 2019. The cash distribution is payable on May 10, 2019 to all unitholders of record as of May 6, 2019. The aggregate amount of the declared distribution will be $26,929 based on the number of units issued and outstanding as of March 31, 2019.

 

F-16


 

APPENDIX A

 

Supplemental Non-GAAP Partnership Performance Information and Reconciliation Tables

 

Our IFRS Common Control Reported Results are derived from the consolidated financial statements of the Partnership. The non-GAAP Partnership Performance Results presented below exclude amounts related to GAS-fourteen Ltd., the owner of the GasLog Gibraltar, and GAS-twenty seven Ltd., the owner of the Methane Becki Anne, for the periods prior to their transfers to the Partnership on April 26, 2018 and November 14, 2018, respectively. While such amounts are reflected in the Partnership’s unaudited condensed consolidated financial statements because the transfers to the Partnership were accounted for as reorganizations of entities under common control under IFRS, the aforementioned entities were not owned by the Partnership prior to their respective transfers to the Partnership on April 26, 2018 and November 14, 2018, respectively, and accordingly the Partnership was not entitled to the cash or results generated in the periods prior to such transfers. The Partnership believes these measures provide meaningful supplemental information to both management and investors regarding the financial and operating performance of the Partnership which is necessary to understand the underlying basis for the calculations of the quarterly distribution and the earnings per unit, which similarly exclude the results of vessels acquired prior to their transfers to the Partnership.

 

Amounts reflected in the Partnership’s unaudited condensed consolidated financial statements for the three months ended March 31, 2019 are fully attributable to the Partnership. The Partnership Performance Results reported in the first quarter of 2019 are the same as the IFRS Common Control Reported Results for the respective period since there were no vessel acquisitions from GasLog during the quarter, which would have resulted in retrospective adjustment of the historical financial statements.

 

These non-GAAP financial measures should not be viewed in isolation or as substitutes to the equivalent GAAP measures presented in accordance with IFRS, but should be used in conjunction with the most directly comparable IFRS Common Control Reported Results.

 

 

 

Partnership Performance Results

 

(All amounts expressed in thousands of U.S. dollars)

 

For the three months ended

 

 

 

March 31, 2018

 

March 31, 2019

 

Revenues

 

77,061

 

86,325

 

Net pool allocation

 

 

34

 

Voyage expenses and commissions

 

(1,055

)

(1,742

)

Vessel operating costs

 

(15,591

)

(17,118

)

Depreciation

 

(16,786

)

(20,380

)

General and administrative expenses

 

(4,585

)

(4,598

)

Profit from operations

 

39,044

 

42,521

 

Financial costs

 

(13,888

)

(17,902

)

Financial income

 

519

 

624

 

Gain/(loss) on derivatives

 

6,327

 

(4,877

)

Total other expenses, net

 

(7,042

)

(22,155

)

Partnership’s profit for the period

 

32,002

 

20,366

 

 


 

Reconciliation of IFRS Common Control Reported Results in our Financial Statements to Partnership Performance Results:

 

 

 

For the three months ended March 31, 2018

 

 

(All amounts expressed in thousands of U.S. dollars)

 

Results attributable
to GasLog

 

Partnership
Performance Results

 

IFRS Common
Control Reported
Results

 

Revenues

 

14,715

 

77,061

 

91,776

 

Voyage expenses and commissions

 

(184

)

(1,055

)

(1,239

)

Vessel operating costs

 

(3,186

)

(15,591

)

(18,777

)

Depreciation

 

(3,303

)

(16,786

)

(20,089

)

General and administrative expenses

 

(207

)

(4,585

)

(4,792

)

Profit from operations

 

7,835

 

39,044

 

46,879

 

Financial costs

 

(2,552

)

(13,888

)

(16,440

)

Financial income

 

7

 

519

 

526

 

Gain on derivatives

 

 

6,327

 

6,327

 

Total other expenses, net

 

(2,545

)

(7,042

)

(9,587

)

Profit for the period

 

5,290

 

32,002

 

37,292

 

 

A-1


 

 

 

For the three months ended March 31, 2019

 

 

(All amounts expressed in thousands of U.S. dollars)

 

Results attributable
to GasLog

 

Partnership
Performance Results

 

IFRS Common
Control Reported
Results

 

Revenues

 

 

86,325

 

86,325

 

Net pool allocation

 

 

34

 

34

 

Voyage expenses and commissions

 

 

(1,742

)

(1,742

)

Vessel operating costs

 

 

(17,118

)

(17,118

)

Depreciation

 

 

(20,380

)

(20,380

)

General and administrative expenses

 

 

(4,598

)

(4,598

)

Profit from operations

 

 

42,521

 

42,521

 

Financial costs

 

 

(17,902

)

(17,902

)

Financial income

 

 

624

 

624

 

Loss on derivatives

 

 

(4,877

)

(4,877

)

Total other expenses, net

 

 

(22,155

)

(22,155

)

Profit for the period

 

 

20,366

 

20,366

 

 

A-2