UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

 

For the month of August 2023

 

Commission File Number 001-35466

 

GasLog Ltd.

(Translation of registrant’s name into English)

 

c/o GasLog LNG Services Ltd.

69 Akti Miaouli, 18537

Piraeus, Greece

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  þ    Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
   
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

The press release issued by GasLog Ltd. on August 3, 2023, relating to its results for the three month period ended June 30, 2023 and the related financial statements are attached hereto as Exhibits 99.1 and 99.2, respectively.

 

EXHIBIT LIST

 

Exhibit   Description
     
99.1   Press Release dated August 3, 2023
     
99.2   Unaudited Condensed Consolidated Financial Statements

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 3, 2023          
           
  GASLOG LTD.,
           
    by /s/ Paolo Enoizi  
      Name: Paolo Enoizi  
      Title: Chief Executive Officer  

 

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Exhibit 99.1

 

GasLog Ltd. Reports Financial Results for the Three-Month Period Ended June 30, 2023

 

Hamilton, Bermuda, August 3, 2023, GasLog Ltd. and its subsidiaries (“GasLog”, “Group” or “Company”) (NYSE: GLOG-PA), an international owner, operator and manager of liquefied natural gas (“LNG”) carriers, today reported its financial results for the quarter ended June 30, 2023.

 

Recent Developments

 

Agreement for Sale of GasLog Athens

 

On July 17, 2023, GasLog completed the sale of the GasLog Athens, a 145,000 cubic meter (“cbm”) steam turbine propulsion (“Steam”) LNG carrier to an unrelated third party. When the Memorandum of Agreement was signed, in January 2023, the vessel was reclassified as held for sale and a non-cash impairment loss of $9.3 million was recognized.

 

Merger Agreement with GasLog Partners

 

On April 6, 2023, GasLog entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GasLog Partners LP (“GasLog Partners” or the “Partnership”), GasLog Partners GP LLC, the general partner of the Partnership and Saturn Merger Sub LLC, a wholly owned subsidiary of GasLog (“Merger Sub”). Pursuant to the Merger Agreement, (i) Merger Sub would merge with and into the Partnership, with the Partnership surviving as a direct subsidiary of GasLog, and (ii) GasLog would acquire the outstanding common units of the Partnership not beneficially owned by GasLog for overall consideration of $8.65 per common unit in cash (the “Transaction”), consisting in part of a special distribution by the Partnership of $3.28 per common unit in cash (the “Special Distribution”) that would be distributed to the Partnership’s unitholders in connection with the closing of the Transaction and the remainder to be paid by GasLog as merger consideration at the closing of the Transaction.

 

The conflicts committee (the “Conflicts Committee”) of the Partnership’s board of directors, comprised solely of independent directors and advised by its own independent legal and financial advisors, unanimously recommended that the Partnership’s board of directors approve the Merger Agreement and determined that the Transaction was in the best interests of the Partnership and the holders of its common units unaffiliated with GasLog. Acting upon the recommendation and approval of the Conflicts Committee, the Partnership’s board of directors unanimously approved the Merger Agreement and the Transaction and recommended that the common unitholders of the Partnership vote in favor of the Transaction.

 

The Transaction was approved at the special meeting of the common unitholders of the Partnership held on July 7, 2023, based on the affirmative vote (in person and in proxy) of the holders of at least a majority of the common units of the Partnership entitled to vote thereon, voting as a single class, subject to a cutback for certain unitholders beneficially owning more than 4.9% of the outstanding common units (as provided for in the Partnership’s Seventh Amended and Restated Agreement of Limited Partnership and described in the proxy statement of the Partnership dated June 5, 2023 as filed with the Securities Exchange Commission (“SEC”)). The payment date for the Special Distribution was July 12, 2023. The Transaction closed on July 13, 2023 at 6:30 a.m. Eastern Time (the “Effective Time”) upon the filing of the certificate of merger with the Marshall Islands Registrar of Corporations. At the Effective Time, each common unit that was issued and outstanding immediately prior to the Effective Time (other than common units that, as of immediately prior to the Effective Time, were held by GasLog) was converted into the right to receive $5.37 in cash, without interest and reduced by any applicable tax withholding, for each common unit. Accordingly, holders of common units not already beneficially owned by GasLog who held their common units both on the Special Distribution record date of July 10, 2023 (subject to the applicability of due-bill trading) and at the Effective Time received overall consideration of $8.65 per common unit. Trading in the Partnership’s common units on the New York Stock Exchange (“NYSE”) was suspended on July 13, 2023, and delisting of the common units took place on July 24, 2023. The Partnership’s 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series A Preference Units”), 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series B Preference Units”) and 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series C Preference Units”) remain outstanding and continue to trade on the NYSE.

 

The merger consideration was partially financed by the borrowing of a term loan in an aggregate principal amount of $50.0 million under a Bridge Facility Agreement dated July 3, 2023 (the “Bridge Facility Agreement”), among Merger Sub, as the original borrower, GasLog, as guarantor, DNB (UK) Ltd., as arranger and bookrunner, the lenders party thereto and DNB Bank ASA, London Branch, as agent, with the Partnership succeeding to the obligations of Merger Sub upon the consummation of the Transaction. The aggregate principal amount outstanding under the Bridge Facility Agreement was repaid in full, together with accrued and unpaid interest, on July 26, 2023.

 

New Charter Agreements

 

During the second quarter of 2023, we signed a multi-month time charter agreement for the GasLog Sydney, a tri-fuel diesel electric (“TFDE”) LNG carrier, with Pioneer Shipping Limited, a wholly owned subsidiary of Centrica plc (“Centrica”). In addition, the time charter agreement of the GasLog Gibraltar, a TFDE LNG carrier, with a wholly owned subsidiary of Shell plc (“Shell”) was extended by five years, following the exercise of their extension option, with the contract now set to expire in 2028. Post-quarter end, the time charter agreement of the Methane Alison Victoria, a Steam LNG carrier, with CNTIC VPower Energy Ltd. (“CNTIC VPower”), an independent Chinese energy company, was also extended by one year, following the exercise of their extension option, with the contract now to expire in 2024. In addition, we agreed to a multi-year time charter agreement for the Solaris, a TFDE LNG carrier, with KE Fuel International Co., Ltd. (“Kansai”).

 

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Dividend Declarations

 

On August 2, 2023, the board of directors declared a quarterly cash dividend of $0.15 per common share, or $14.3 million in the aggregate, payable on August 4, 2023, to shareholders of record as of August 3, 2023.

 

On August 2, 2023, the board of directors declared a dividend on the Series A Preference Shares of $0.546875 per share, or $2.5 million in the aggregate, payable on October 2, 2023, to holders of record as of September 29, 2023.

 

Financial Summary

 

Amounts in thousands of U.S. dollars  For the three months ended 
   June 30, 2022   June 30, 2023 
Revenues  $216,096   $227,766 
Profit for the period  $48,369   $73,392 
Adjusted EBITDA1   $165,510   $178,523 
Adjusted Profit1   $62,452   $66,660 

 

 1 Adjusted EBITDA and Adjusted Profit are non-GAAP financial measures and should not be used in isolation or as substitutes for GasLog’s financial results presented in accordance with International Financial Reporting Standards (“IFRS”). For the definitions and reconciliations of these measures to the most directly comparable financial measures calculated and presented in accordance with IFRS, please refer to Exhibit II at the end of this press release.

 

There were 2,887 available days for the quarter ended June 30, 2023, as compared to 3,175 available days for the quarter ended June 30, 2022. Available days represent total calendar days in the period after deducting off-hire days where vessels are undergoing dry-dockings and unavailable days (for example, days before and after a dry-docking where the vessel has limited practical ability for chartering opportunities). The decrease in available days was attributable to the increase in off-hire days for scheduled dry-dockings (nil dry-docking off-hire days in the three-month period ended June 30, 2022, compared to 78 dry-docking off-hire days in the three-month period ended June 30, 2023), the sale of the Methane Shirley Elisabeth in September 2022, and to the Floating Storage Regasification Unit (“FSRU”) conversion of the Alexandroupoli that started in February 2023.

 

Revenues were $227.8 million for the quarter ended June 30, 2023 ($216.1 million for the quarter ended June 30, 2022). The increase in revenues is mainly attributable to a net increase in revenues from our vessels operating in the spot and short-term markets in the second quarter of 2023. This net increase was partially offset by a decrease in available days explained above.

 

Profit for the period was $73.4 million for the quarter ended June 30, 2023 ($48.4 million for the quarter ended June 30, 2022). The increase in profit is mainly attributable to the non-cash impairment loss recognized in the second quarter of 2022 (nil in the second quarter of 2023), the increase in revenues, as discussed above, the increase in realized gain from derivatives held for trading and the increase in financial income, partially offset by the decrease in gain from the marked-to-market valuation of our derivative financial instruments carried at fair value through profit or loss due to changes in the forward yield curve and the increase in financial costs, mainly attributable to the increase in interest expense on loans, all as a result of the increased interest rates in the second quarter of 2023 as compared to the same period in 2022.

 

Adjusted EBITDA was $178.5 million for the quarter ended June 30, 2023 ($165.5 million for the quarter ended June 30, 2022). The increase in Adjusted EBITDA is mainly attributable to the increase in revenues of $11.7 million, as discussed above, and the decrease of $4.0 million in vessel operating and supervision costs, largely related to cost savings in 2023 following the relaxation of our COVID-19 enhanced protocols, partially offset by an increase in voyage expenses of $3.0 million.

 

Adjusted Profit was $66.7 million for the quarter ended June 30, 2023 ($62.5 million for the quarter ended June 30, 2022). The increase in Adjusted Profit is mainly attributable to the increase in Adjusted EBITDA, the increase in realized gain from derivatives held for trading and the increase in financial income, partially offset by the increase in financial costs, all as a result of the increase in interest rates in the second quarter of 2023 as compared to the same period in 2022.

 

As of June 30, 2023, GasLog had $488.1 million of cash and cash equivalents. An additional amount of $41.0 million of time deposits with an original duration greater than three months was classified under short-term cash deposits.

 

As of June 30, 2023, GasLog had an aggregate of $3.0 billion of indebtedness outstanding under its credit facilities and bond agreements, of which $382.4 million is repayable within one year. Current bank borrowings include an amount of a) $152.5 million with respect to the credit facility of up to $450.0 million of GAS-four Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd. with Credit Suisse AG, Nordea Bank Abp, filial I Norge, Iyo Bank Ltd., Singapore Branch and the Development Bank of Japan, Inc. which matures in February 2024, b) $31.6 million with respect to the associated debt of GasLog Athens classified as held for sale as of June 30, 2023 and c) $15.0 million with respect to a prepayment effected in July 2023 in accordance with the 7.75% Notes due in 2029. Furthermore, as of June 30, 2023, we also had an aggregate of $418.3 million of lease liabilities, of which $70.2 million is payable within one year.

 

As of June 30, 2023, the total remaining balance of the contract prices of the four LNG carriers on order was $618.1 million, of which $82.4 million is due within 12 months and will be funded by the four sale and leaseback agreements entered into on July 6, 2022 with CMB Financial Leasing Co., Ltd. (“CMBFL”).

 

As of June 30, 2023, GasLog’s current assets totaled $657.6 million, while current liabilities totaled $659.2 million, resulting in a negative working capital position of $1.6 million. Current liabilities include $73.6 million of unearned revenue in relation to hires received in advance of June 30, 2023 (which represents a non-cash liability that will be recognized as revenue in July 2023 as the services are rendered).

 

Management monitors the Company’s liquidity position throughout the year to ensure that it has access to sufficient funds to meet its forecast cash requirements, including newbuilding and debt service commitments, and to monitor compliance with the financial covenants within its loan and bond facilities. We anticipate that our primary sources of funds for at least twelve months from the date of this report will be available cash, cash from operations, existing and future borrowings and future sale and lease-back transactions. We believe that these anticipated sources of funds

 

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will be sufficient to meet our liquidity needs and to comply with our financial covenants for at least twelve months from the date of this report and therefore it is appropriate to prepare the financial statements on a going concern basis.

 

GasLog Partners Preference Unit Repurchase Programme

 

In the quarter ended June 30, 2023, there were no repurchases of preference units, due to an extended blackout period in relation to the Transaction.

 

GasLog Preference Shares Repurchase Programme

 

On August 2, 2023, the board of directors approved a preference share repurchase programme of up to $35.0 million of the Company's Preference Shares, effective immediately. Under the terms of the preference repurchase programme, the Company may repurchase Preference Shares from time to time, at the Company's discretion, on the open market, in privately negotiated transactions or through redemptions. Any repurchases are subject to market conditions, applicable legal requirements and other considerations. The Company is not obligated under the preference repurchase programme to repurchase any specific dollar amount or number of Preference Shares, and the preference repurchase programme may be modified, suspended or discontinued at any time or never utilized.

 

Fleet Update

 

Owned Fleet

 

As of August 3, 2023, our wholly owned fleet consisted of the following vessels:

 

Vessel Name  Year
Built
  Cargo
Capacity
(cbm)
  Charterer  Propulsion  Charter
Expiration(1)
  Optional
Period(2)
1 Alexandroupoli (3)   2010  153,600  n/a  TFDE  n/a  n/a
2 GasLog Savannah  2010  155,000  Multinational Oil and Gas Company  TFDE  July 2024  2025 (4) 
3 GasLog Singapore  2010  155,000  NFE Transport Partners LLC (5)   TFDE  March 2025  June 2025 (5) 
4 GasLog Genoa  2018  174,000  Shell  Dual-fuel medium speed propulsion (“X-DF”)  March 2027  2030-2033 (6) 
5 GasLog Windsor  2020  180,000  Centrica (7)   X-DF  April 2027  2029-2033 (7) 
6 GasLog Westminster  2020  180,000  Centrica  X-DF  July 2027  2029-2033 (7) 
7 GasLog Georgetown  2020  174,000  Cheniere (8)   X-DF  November 2027  2030-2034 (8) 
8 GasLog Galveston  2021  174,000  Cheniere  X-DF  January 2028  2031-2035 (8) 
9 GasLog Wellington  2021  180,000  Cheniere  X-DF  June 2028  2031-2035 (8) 
10 GasLog Winchester  2021  180,000  Cheniere  X-DF  August 2028  2031-2035 (8) 
11 GasLog Gladstone  2019  174,000  Shell  X-DF   January 2029  2032-2035 (6) 
12 GasLog Warsaw  2019  180,000  Endesa (9)   X-DF  May 2029  2035-2041 (9) 
13 GasLog Wales  2020  180,000  Jera (10)   X-DF  March 2032  2035-2038 (10) 

 

As of August 3, 2023, the Partnership’s owned fleet consisted of the following vessels:

 

Vessel Name   Year
Built
  Cargo
Capacity
(cbm)
  Charterer   Propulsion   Charter
Expiration(1)
  Optional
Period(2)
1 Methane Rita Andrea   2006   145,000   Energy Major   Steam   October 2023  
2 Solaris   2014   155,000   Energy Major   TFDE   October 2023  
              Kansai       March 2030  
3 GasLog Santiago   2013   155,000   Trafigura (12)    TFDE   December 2023   2028 (12) 
4 GasLog Seattle   2013   155,000   Energy Trading Company (13)    TFDE   March 2024  
5 Methane Jane Elizabeth   2006   145,000   Cheniere   Steam   March 2024   2025 (8) 
6 Methane Alison Victoria   2007   145,000   CNTIC VPower   Steam   October 2024   2025 (11) 
7 GasLog Greece   2016   174,000   Shell   TFDE   March 2026   2031 (6) 
8 GasLog Glasgow   2016   174,000   Shell   TFDE   June 2026   2031 (6) 
9 GasLog Geneva   2016   174,000   Shell   TFDE   September 2028   2031 (6) 
10 GasLog Gibraltar   2016   174,000   Shell   TFDE   October 2028   2031 (6) 
11 Methane Becki Anne   2010   170,000   Shell   TFDE   March 2029  

 

Bareboat Vessels

 

As of August 3, 2023, our bareboat fleet consisted of the following vessels:

 

Vessel Name  Year
Built
  Cargo
Capacity
(cbm)
  Charterer  Propulsion 

Charter
Expiration(1)

 

Optional
Period(2)

1 GasLog Skagen  2013  155,000  Tokyo LNG (14)   TFDE  September 2024 
2 GasLog Saratoga (15)  2014  155,000  Mitsui (16)   TFDE   September 2024 
3 GasLog Hong Kong  2018  174,000  TotalEnergies (17)   X-DF  December 2025  2028 (17) 
4 GasLog Salem  2015  155,000  Gunvor (18)   TFDE  March 2026 
5 Methane Julia Louise  2010  170,000  Shell  TFDE  March 2026  2029-2031 (6) 
6 GasLog Houston  2018  174,000  Shell  X-DF  May 2028  2031-2034 (6) 

 

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As of August 3, 2023, the Partnership’s bareboat fleet consisted of the following vessels:

 

Vessel Name  Year
Built
  Cargo
Capacity
(cbm)
  Charterer  Propulsion 

Charter
Expiration(1)

 

Optional
Period(2)

1 GasLog Sydney (15)  2013  155,000  Centrica  TFDE  May 2024 
2 GasLog Shanghai  2013  155,000  Woodside (19)   TFDE  March 2025  2026 (19) 
3 Methane Heather Sally  2007  145,000  SEA Charterer (20)   Steam  July 2025 

 

(1) Indicates the expiration of the initial term.

 

(2) The period shown reflects the expiration of the minimum optional period and the maximum optional period.

 

(3) The vessel GasLog Chelsea was renamed to Alexandroupoli in February 2023. The vessel is currently undergoing conversion into an FSRU.

 

(4) The charterer has the right to extend the charter by an additional period of one year, provided that the charterer gives us advance notice of the declaration.

 

(5) The vessel is chartered to New Fortress Energy Transport Partners LLC (“NFE Transport Partners LLC”). The charterer has the right to extend the charter by an additional period of 90 days, provided that the charterer gives us advance notice of the declaration.

 

(6) Shell has the right to extend the charters of (a) the GasLog Genoa, the GasLog Houston and the GasLog Gladstone by two additional periods of three years, (b) the Methane Julia Louise for a period of either three or five years, (c) the GasLog Greece and the GasLog Glasgow for a period of five years and (d) the GasLog Geneva and the GasLog Gibraltar for a period of three years, provided that Shell gives us advance notice of the declarations.

 

(7) Centrica has the right to extend the charters by three additional periods of two years, provided that Centrica gives us advance notice of declaration.

 

(8) The vessel is chartered to Cheniere Marketing International LLP, a wholly owned subsidiary of Cheniere Energy, Inc. (“Cheniere”). Cheniere has the right to extend the charters of (a) the GasLog Georgetown, the GasLog Galveston, the GasLog Wellington and the GasLog Winchester by three consecutive periods of three years, two years and two years, respectively and (b) the Methane Jane Elizabeth by an additional period of one year, provided that Cheniere gives us advance notice of the declarations.

 

(9) “Endesa” refers to Endesa S.A. Endesa has the right to extend the charter of the GasLog Warsaw by two additional periods of six years, provided that Endesa gives us advance notice of declaration.

 

(10) “Jera” refers to LNG Marine Transport Limited, the principal LNG shipping entity of Japan’s Jera Co., Inc. Jera has the right to extend the charter by two additional periods of three years, provided that Jera gives us advance notice of declaration.

 

(11) CNTIC VPower may extend the term of the related charter by an additional period of one year, provided that the charterer gives us advance notice of declaration.

 

(12) The vessel is chartered to Trafigura Maritime Logistics PTE Ltd. (“Trafigura”). Trafigura may extend the term of this time charter for a five-year period, provided that the charterer gives us advance notice of declaration.

 

(13) The vessel is chartered to a Swiss-headquartered energy trading company.

 

(14) The vessel is chartered to Tokyo LNG Tanker Co. Ltd. (“Tokyo LNG”).

 

(15) On March 30, 2023 GAS-five Ltd. and GAS-nine Ltd. sold the GasLog Sydney and the GasLog Saratoga respectively, to a wholly owned subsidiary of China Development Bank Leasing (“CDBL”) and leased them back for a period of five years, with no repurchase option or obligation.

 

(16) The vessel is chartered to Mitsui & Co., Ltd. (“Mitsui”).

 

(17) The vessel is chartered to TotalEnergies Gas & Power Limited, a wholly owned subsidiary of TotalEnergies SE (“TotalEnergies”). TotalEnergies has the right to extend the charter for a period of three years, provided that TotalEnergies provides us with advance notice of declaration.

 

(18) The vessel is chartered to Clearlake Shipping Pte. Ltd., a wholly owned subsidiary of Gunvor Group Ltd. (“Gunvor”).

 

(19) The vessel is chartered to Woodside Energy Shipping Singapore Pte. Ltd. (“Woodside”). The charterer has the right to extend the charter by an additional period of one year, provided that the charterer gives us advance notice of declaration.

 

(20) The vessel is chartered to a Southeast Asian charterer (“SEA Charterer”).

 

Future Deliveries

 

As of August 3, 2023, GasLog has four newbuildings on order at Daewoo Shipbuilding and Marine Engineering Co., Ltd.:

 

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LNG Carrier  Expected Delivery  Cargo
Capacity
(cbm)
  Charterer  Propulsion(1)  Estimated Charter
Expiration(2)
Hull No. 2532  Q3 2024  174,000  Multinational Oil and Gas Company  MEGI  2031
Hull No. 2533  Q3 2024  174,000  Mitsui  MEGI  2033
Hull No. 2534  Q3 2025  174,000  Woodside  MEGI  2035
Hull No. 2535  Q4 2025  174,000  Woodside  MEGI  2035

____________

(1) M-type, Electronically controlled Gas Injection (“MEGI”) engine.

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

 

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EXHIBIT I - Unaudited Interim Financial Information

 

Unaudited condensed consolidated statements of financial position

As of December 31, 2022 and June 30, 2023

(Amounts expressed in thousands of U.S. Dollars)

 

   December 31, 2022   June 30, 2023 
Assets          
Non-current assets          
Goodwill   9,511    9,511 
Investment in associates   28,823    42,564 
Deferred financing costs   8,778    8,173 
Other non-current assets   2,092    3,075 
Derivative financial instruments, non-current portion   13,225    10,776 
Tangible fixed assets   4,514,663    3,974,881 
Vessels under construction   210,099    444,726 
Right-of-use assets   416,485    515,371 
Total non-current assets   5,203,676    5,009,077 
Current assets          
Vessel held for sale       54,450 
Trade and other receivables   22,897    27,588 
Dividends receivable and other amounts due from related parties   61    886 
Derivative financial instruments, current portion   25,383    23,348 
Inventories   8,483    10,645 
Prepayments and other current assets   7,262    11,546 
Short-term cash deposits   36,000    41,000 
Cash and cash equivalents   368,286    488,124 
Total current assets   468,372    657,587 
Total assets   5,672,048    5,666,664 
Equity and liabilities          
Equity          
Preference shares   46    46 
Share capital   954    954 
Contributed surplus   658,888    658,888 
Reserves   16,464    15,838 
Retained earnings   108,685    139,865 
Equity attributable to owners of the Group   785,037    815,591 
Non-controlling interests   936,741    976,672 
Total equity   1,721,778    1,792,263 
Current liabilities          
Trade accounts payable   19,725    28,787 
Ship management creditors   14    55 
Amounts due to related parties   26    179 
Derivative financial instruments, current portion   2,834    3,058 
Other payables and accruals   166,932    174,615 
Borrowings, current portion   294,977    382,359 
Lease liabilities, current portion   48,548    70,176 
Total current liabilities   533,056    659,229 
Non-current liabilities          
Derivative financial instruments, non-current portion   5,498    13,669 
Borrowings, non-current portion   3,004,767    2,625,133 
Lease liabilities, non-current portion   287,828    348,120 
Other non-current liabilities   119,121    228,250 
Total non-current liabilities   3,417,214    3,215,172 
Total equity and liabilities   5,672,048    5,666,664 

 

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Unaudited condensed consolidated statements of profit or loss

For the three and six months ended June 30, 2022 and 2023

(Amounts expressed in thousands of U.S. Dollars)

 

   For the three months ended   For the six months ended 
   June 30,
2022
   June 30,
2023
   June 30,
2022
   June 30,
2023
 
Revenues   216,096    227,766    429,819    459,065 
Voyage expenses and commissions   (1,995)   (5,003)   (7,327)   (9,718)
Vessel operating and supervision costs   (42,446)   (38,390)   (86,083)   (78,411)
Depreciation   (58,008)   (59,900)   (112,841)   (116,134)
Impairment loss   (28,027)       (56,911)   (11,740)
Loss on disposal of non-current assets           (577)   (1,309)
General and administrative expenses   (6,884)   (8,645)   (16,902)   (17,206)
Profit from operations   78,736    115,828    149,178    224,547 
Financial costs   (39,466)   (63,557)   (76,835)   (128,054)
Financial income   353    5,886    412    9,925 
Gain on derivatives   8,330    14,143    45,731    10,473 
Share of profit of associates   416    1,092    935    1,525 
Total other expenses, net   (30,367)   (42,436)   (29,757)   (106,131)
Profit for the period   48,369    73,392    119,421    118,416 
Attributable to:                    
Owners of the Group   45,729    46,793    90,524    64,828 
Non-controlling interests   2,640    26,599    28,897    53,588 
    48,369    73,392    119,421    118,416 

 

 7 

 

 

Unaudited condensed consolidated statements of cash flows

For the six months ended June 30, 2022 and 2023

(Amounts expressed in thousands of U.S. Dollars)

 

   For the six months ended 
   June 30, 2022   June 30, 2023 
Cash flows from operating activities:          
Profit for the period   119,421    118,416 
Adjustments for:          
Depreciation   112,841    116,134 
Impairment loss   56,911    11,740 
Loss on disposal of non-current assets   577    1,309 
Share of profit of associates   (935)   (1,525)
Financial income   (412)   (9,925)
Financial costs   76,835    128,054 
Gain on derivatives (excluding realized loss/gain on forward foreign exchange contracts held for trading)   (47,558)   (8,235)
Share-based compensation   463    327 
    318,143    356,295 
Movements in working capital   (6,583)   (12,570)
Net cash provided by operating activities   311,560    343,725 
Cash flows from investing activities:          
Payments for tangible fixed assets and vessels under construction   (117,196)   (121,688)
Proceeds from sale and leasebacks of tangible fixed assets, net   123,448    278,297 
Proceeds from FSRU forthcoming sale   79,526    106,896 
Other investments   (103)   (13,229)
Payments for right-of-use assets       (4,312)
Dividends received from associate       425 
Purchase of short-term cash deposits   (10,000)   (92,000)
Maturity of short-term cash deposits       87,000 
Financial income received   222    9,575 
Net cash provided by investing activities   75,897    250,964 
Cash flows from financing activities:          
Proceeds from loans and bonds, net of discount   312,638    82,444 
Loan and bond repayments   (543,116)   (374,023)
Principal elements of lease payments   (18,707)   (27,868)
Interest paid   (73,511)   (114,245)
Release of cash collaterals for swaps   990     
Payment of loan and bond issuance costs   (1,580)   (724)
Proceeds from interest rate swaps termination       3,706 
Payment of equity raising costs   (20)    
Dividends paid (common and preference)   (55,400)   (44,789)
Repurchase of GasLog Partners’ preference units   (18,740)    
Net cash used in financing activities   (397,446)   (475,499)
Effects of exchange rate changes on cash and cash equivalents   (480)   648 
(Decrease)/increase in cash and cash equivalents   (10,469)   119,838 
Cash and cash equivalents, beginning of the period   282,246    368,286 
Cash and cash equivalents, end of the period   271,777    488,124 

 

 8 

 

 

EXHIBIT II

 

Non-GAAP Financial Measures:

 

EBITDA, Adjusted EBITDA and Adjusted Profit

 

EBITDA is defined as earnings before depreciation, amortization, financial income and costs, gain/loss on derivatives and taxes. Adjusted EBITDA is defined as EBITDA before foreign exchange gains/losses, impairment loss, gain/loss on disposal of non-current assets, restructuring costs and the costs relating to the 2021 take-private transaction with BlackRock’s Global Energy & Power Infrastructure team and the Transaction (collectively such costs, the “Transaction Costs”). Adjusted Profit represents earnings before write-off and accelerated amortization of unamortized loan fees/bond fees and premium/discount, foreign exchange gains/losses, unrealized foreign exchange losses on cash and bond, impairment loss, swap optimization costs (with respect to cash collateral amendments), gain/loss on disposal of non-current assets, restructuring costs, Transaction Costs and non-cash gain/loss on derivatives that includes (if any) (a) unrealized gain/loss on derivative financial instruments held for trading, (b) recycled loss of cash flow hedges reclassified to profit or loss and (c) ineffective portion of cash flow hedges. EBITDA, Adjusted EBITDA and Adjusted Profit are non-GAAP financial measures that are used as supplemental financial measures by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that these non-GAAP financial measures assist our management and investors by increasing the comparability of our performance from period to period. We believe that including EBITDA, Adjusted EBITDA and Adjusted Profit assists our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our ongoing financial and operational strength in assessing whether to purchase and/or to continue to hold our common shares. This is achieved by excluding the potentially disparate effects between periods of, in the case of EBITDA and Adjusted EBITDA, financial costs, gain/loss on derivatives, taxes, depreciation and amortization; in the case of Adjusted EBITDA, foreign exchange gains/losses, impairment loss, gain/loss on disposal of non-current assets, restructuring costs and Transaction Costs; and in the case of Adjusted Profit, write-off and accelerated amortization of unamortized loan/bond fees and premium/discount, foreign exchange gains/losses, unrealized foreign exchange losses on cash and bond, impairment loss, swap optimization costs (with respect to cash collateral amendments), gain/loss on disposal of non-current assets, restructuring costs, Transaction Costs and non-cash gain/loss on derivatives, which items are affected by various and possibly changing financing methods, financial market conditions, capital structure and historical cost basis, and which items may significantly affect results of operations between periods.

 

EBITDA, Adjusted EBITDA and Adjusted Profit have limitations as analytical tools and should not be considered as alternatives to, or as substitutes for, or superior to, profit, profit from operations, or any other measure of operating performance presented in accordance with IFRS. Some of these limitations include the fact that they do not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments, (ii) changes in, or cash requirements for, our working capital needs and (iii) the cash requirements necessary to service interest or principal payments on our debt. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. EBITDA, Adjusted EBITDA and Adjusted Profit are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows and other companies in our industry may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

 

In evaluating Adjusted EBITDA and Adjusted Profit, you should be aware that in the future we may incur expenses that are the same as, or similar to, some of the adjustments in this presentation. Our presentation of Adjusted EBITDA and Adjusted Profit should not be construed as an inference that our future results will be unaffected by the excluded items. Therefore, the non-GAAP financial measures as presented below may not be comparable to similarly titled measures of other companies in the shipping or other industries.

 

Reconciliation of Profit to EBITDA and Adjusted EBITDA:

(Amounts expressed in thousands of U.S. Dollars)

 

   For the three months ended   For the six months ended 
   June 30, 2022   June 30, 2023   June 30, 2022   June 30, 2023 
Profit for the period   48,369    73,392    119,421    118,416 
Depreciation   58,008    59,900    112,841    116,134 
Financial costs   39,466    63,557    76,835    128,054 
Financial income   (353)   (5,886)   (412)   (9,925)
Gain on derivatives   (8,330)   (14,143)   (45,731)   (10,473)
EBITDA   137,160    176,820    262,954    342,206 
Foreign exchange (gains)/losses, net   (207)   195    72    888 
Restructuring costs   211        1,689    136 
Transaction Costs   319    1,508    840    2,332 
Impairment loss   28,027        56,911    11,740 
Loss on disposal of non-current assets           577    1,309 
Adjusted EBITDA   165,510    178,523    323,043    358,611 

 

 9 

 

 

Reconciliation of Profit to Adjusted Profits:

(Amounts expressed in thousands of U.S. Dollars)

 

   For the three months ended   For the six months ended 
   June 30, 2022   June 30, 2023   June 30, 2022   June 30, 2023 
Profit for the period   48,369    73,392    119,421    118,416 
Non-cash (gain)/loss on derivatives   (14,442)   (8,451)   (60,654)   770 
Write-off of unamortized loan fees           1,150    1,676 
Foreign exchange (gains)/losses, net   (207)   195    72    888 
Restructuring costs   211        1,689    136 
Transaction Costs   319    1,508    840    2,332 
Impairment loss   28,027        56,911    11,740 
Loss on disposal of non-current assets           577    1,309 
Unrealized foreign exchange losses/(gains), net on cash   175    16    480    (648)
Adjusted Profit   62,452    66,660    120,486    136,619 

 

 10 

Exhibit 99.2

 

GASLOG LTD.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

    Page
     
Unaudited condensed consolidated statements of financial position as of December 31, 2022 and June 30, 2023     F-2
Unaudited condensed consolidated statements of profit or loss for the three and six months ended June 30, 2022 and 2023   F-3
Unaudited condensed consolidated statements of comprehensive income or loss for the three and six months ended June 30, 2022 and 2023   F-4
Unaudited condensed consolidated statements of changes in equity for the six months ended June 30, 2022 and 2023   F-5
Unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2022 and 2023   F-6
Notes to the unaudited condensed consolidated financial statements   F-7

 

 F-1 

 

 

GasLog Ltd. and its Subsidiaries

 

Unaudited condensed consolidated statements of financial position

As of December 31, 2022 and June 30, 2023

(Amounts expressed in thousands of U.S. Dollars)

 

   Note  December 31,
2022
   June 30,
2023
 
Assets             
Non-current assets             
Goodwill      9,511    9,511 
Investment in associates  3   28,823    42,564 
Deferred financing costs      8,778    8,173 
Other non-current assets      2,092    3,075 
Derivative financial instruments, non-current portion  11   13,225    10,776 
Tangible fixed assets  4   4,514,663    3,974,881 
Vessels under construction  4   210,099    444,726 
Right-of-use assets  5   416,485    515,371 
Total non-current assets      5,203,676    5,009,077 
Current assets             
Vessel held for sale  4       54,450 
Trade and other receivables      22,897    27,588 
Dividends receivable and other amounts due from related parties  3   61    886 
Derivative financial instruments, current portion  11   25,383    23,348 
Inventories      8,483    10,645 
Prepayments and other current assets      7,262    11,546 
Short-term cash deposits      36,000    41,000 
Cash and cash equivalents      368,286    488,124 
Total current assets      468,372    657,587 
Total assets      5,672,048    5,666,664 
Equity and liabilities             
Equity             
Preference shares  9   46    46 
Share capital  9   954    954 
Contributed surplus      658,888    658,888 
Reserves      16,464    15,838 
Retained earnings      108,685    139,865 
Equity attributable to owners of the Group      785,037    815,591 
Non-controlling interests      936,741    976,672 
Total equity      1,721,778    1,792,263 
Current liabilities             
Trade accounts payable      19,725    28,787 
Ship management creditors      14    55 
Amounts due to related parties      26    179 
Derivative financial instruments, current portion  11   2,834    3,058 
Other payables and accruals  8   166,932    174,615 
Borrowings, current portion  6   294,977    382,359 
Lease liabilities, current portion  5   48,548    70,176 
Total current liabilities      533,056    659,229 
Non-current liabilities             
Derivative financial instruments, non-current portion  11   5,498    13,669 
Borrowings, non-current portion  6   3,004,767    2,625,133 
Lease liabilities, non-current portion  5   287,828    348,120 
Other non-current liabilities  4   119,121    228,250 
Total non-current liabilities      3,417,214    3,215,172 
Total equity and liabilities      5,672,048    5,666,664 

 

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

 

 F-2 

 

 

GasLog Ltd. and its Subsidiaries

 

Unaudited condensed consolidated statements of profit or loss

For the three and six months ended June 30, 2022 and 2023

(Amounts expressed in thousands of U.S. Dollars)

 

      For the three months ended   For the six months ended 
            
   Notes  June 30,
2022
   June 30,
2023
   June 30,
2022
   June 30,
2023
 
Revenues  7   216,096    227,766    429,819    459,065 
Voyage expenses and commissions      (1,995)   (5,003)   (7,327)   (9,718)
Vessel operating and supervision costs      (42,446)   (38,390)   (86,083)   (78,411)
Depreciation  4, 5   (58,008)   (59,900)   (112,841)   (116,134)
General and administrative expenses      (6,884)   (8,645)   (16,902)   (17,206)
Loss on disposal of non-current assets  4           (577)   (1,309)
Impairment loss  4   (28,027)       (56,911)   (11,740)
Profit from operations      78,736    115,828    149,178    224,547 
Financial costs  12   (39,466)   (63,557)   (76,835)   (128,054)
Financial income      353    5,886    412    9,925 
Gain on derivatives  12   8,330    14,143    45,731    10,473 
Share of profit of associates  3   416    1,092    935    1,525 
Total other expenses, net      (30,367)   (42,436)   (29,757)   (106,131)
Profit for the period      48,369    73,392    119,421    118,416 
Attributable to:                       
Owners of the Group      45,729    46,793    90,524    64,828 
Non-controlling interests      2,640    26,599    28,897    53,588 
       48,369    73,392    119,421    118,416 

 

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

 

 F-3 

 

 

GasLog Ltd. and its Subsidiaries

 

Unaudited condensed consolidated statements of comprehensive income or loss

For the three and six months ended June 30, 2022 and 2023

(Amounts expressed in thousands of U.S. Dollars)

 

      For the three months ended   For the six months ended 
            
  

Notes

  June 30, 2022   June 30, 2023   June 30, 2022   June 30, 2023 
Profit for the period      48,369    73,392    119,421    118,416 
Other comprehensive income/(loss):                       
Items that may be reclassified subsequently to profit or loss:                       
Effective portion of changes in fair value of cash flow hedges, net of amounts recycled to profit or loss  11   972    1,076    (686)   (963)
Other comprehensive income/(loss) for the period      972    1,076    (686)   (963)
Total comprehensive income for the period      49,341    74,468    118,735    117,453 
Attributable to:                       
Owners of the Group      46,701    47,869    89,838    63,865 
Non-controlling interests      2,640    26,599    28,897    53,588 
       49,341    74,468    118,735    117,453 

 

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

 

 F-4 

 

 

GasLog Ltd. and its Subsidiaries

 

Unaudited condensed consolidated statements of changes in equity

For the six months ended June 30, 2022 and 2023

(Amounts expressed in thousands of U.S. Dollars)

 

   Share
capital
(Note 9)
   Preference
shares
(Note 9)
   Contributed
surplus
   Reserves   (Accumulated
deficit)/
Retained
earnings
   Attributable
to owners of
the Group
   Non -
controlling
interests
   Total 
Balance as of December 31, 2021   954    46    692,536    15,322    (65,117)   643,741    924,630    1,568,371 
Repurchases of GasLog Partners' preference units                           (18,740)   (18,740)
Dividend declared (common and preference shares)           (33,648)           (33,648)   (14,729)   (48,377)
Share-based compensation, net of accrued dividend               468        468        468 
Profit for the period                   90,524    90,524    28,897    119,421 
Other comprehensive loss for the period               (686)       (686)       (686)
Total comprehensive (loss)/income for the period               (686)   90,524    89,838    28,897    118,735 
Balance as of June 30, 2022   954    46    658,888    15,104    25,407    700,399    920,058    1,620,457 
                                         
Balance as of December 31, 2022   954    46    658,888    16,464    108,685    785,037    936,741    1,721,778 
Dividend declared (common and preference shares) (Note 9)                   (33,648)   (33,648)   (13,657)   (47,305)
Share-based compensation, net of accrued dividend               337        337        337 
Profit for the period                   64,828    64,828    53,588    118,416 
Other comprehensive loss for the period               (963)       (963)       (963)
Total comprehensive (loss)/income for the period               (963)   64,828    63,865    53,588    117,453 
Balance as of June 30, 2023   954    46    658,888    15,838    139,865    815,591    976,672    1,792,263 

 

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

 

 F-5 

 

 

GasLog Ltd. and its Subsidiaries

 

Unaudited condensed consolidated statements of cash flows

For the six months ended June 30, 2022 and 2023

(Amounts expressed in thousands of U.S. Dollars)

 

      For the six months ended 
   Note  June 30, 2022   June 30, 2023 
Cash flows from operating activities:             
Profit for the period      119,421    118,416 
Adjustments for:             
Depreciation  4, 5   112,841    116,134 
Impairment loss  4   56,911    11,740 
Loss on disposal of non-current assets  4   577    1,309 
Share of profit of associates  3   (935)   (1,525)
Financial income      (412)   (9,925)
Financial costs      76,835    128,054 
Gain on derivatives (excluding realized loss/gain on forward foreign exchange contracts held for trading)  12   (47,558)   (8,235)
Share-based compensation      463    327 
       318,143    356,295 
Movements in working capital      (6,583)   (12,570)
Net cash provided by operating activities      311,560    343,725 
Cash flows from investing activities:             
Payments for tangible fixed assets and vessels under construction      (117,196)   (121,688)
Proceeds from sale and leasebacks of tangible fixed assets, net      123,448    278,297 
Proceeds from Floating Storage Regasification Unit (“FSRU”) forthcoming sale      79,526    106,896 
Other investments      (103)   (13,229)
Payments for right-of-use assets          (4,312)
Dividends received from associate          425 
Purchase of short-term cash deposits      (10,000)   (92,000)
Maturity of short-term cash deposits          87,000 
Financial income received      222    9,575 
Net cash provided by investing activities      75,897    250,964 
Cash flows from financing activities:             
Proceeds from loans and bonds, net of discount  6   312,638    82,444 
Loan and bond repayments  6   (543,116)   (374,023)
Principal elements of lease payments      (18,707)   (27,868)
Interest paid      (73,511)   (114,245)
Release of cash collaterals for swaps      990     
Payment of loan and bond issuance costs      (1,580)   (724)
Proceeds from interest rate swaps termination  11       3,706 
Payment of equity raising costs      (20)    
Dividends paid (common and preference)      (55,400)   (44,789)
Repurchase of GasLog Partners’ preference units      (18,740)    
Net cash used in financing activities      (397,446)   (475,499)
Effects of exchange rate changes on cash and cash equivalents      (480)   648 
(Decrease)/increase in cash and cash equivalents      (10,469)   119,838 
Cash and cash equivalents, beginning of the period      282,246    368,286 
Cash and cash equivalents, end of the period      271,777    488,124 
              
Non-cash investing and financing activities             
Capital expenditures included in liabilities at the end of the period      12,130    22,066 
Capital expenditures included in liabilities at the end of the period – Right-of-use assets      169    3,317 
Loan issuance costs included in liabilities at the end of the period      211    5,990 
Dividend declared included in liabilities at the end of the period      2,516    2,516 
Non-cash prepayment of lease payments      26,557    24,459 
Capitalized imputed interest included in long-term liabilities at the end of the period      1,198    7,352 
Capitalized interest included in current liabilities at the end of the period          2,546 

 

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

 

 F-6 

 

 

GasLog Ltd. and its Subsidiaries

 

Notes to the unaudited condensed consolidated financial statements

For the six months ended June 30, 2022 and 2023

(Amounts expressed in thousands of U.S. Dollars, except share and per share data)

 

1. Organization and Operations

 

GasLog Ltd. (“GasLog”) was incorporated in Bermuda on July 16, 2003. GasLog and its subsidiaries (the “Company” or “Group”) are primarily engaged in the ownership, operation and management of vessels in the liquefied natural gas (“LNG”) market, providing maritime services for the transportation of LNG on a worldwide basis and LNG vessel management services. The Group conducts its operations through its vessel-owning subsidiaries, lease asset companies, right-of-use asset companies and through its vessel management services subsidiary. The Group’s operations are carried out from offices in Piraeus, London and Singapore. The registered office of GasLog is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

 

On February 21, 2021, GasLog entered into an agreement and plan of merger (the “2021 Merger Agreement”) with BlackRock’s Global Energy & Power Infrastructure Team (collectively, “GEPIF”), pursuant to which GEPIF acquired all of the outstanding common shares of GasLog Ltd. that were not held by certain existing shareholders of GasLog Ltd. for a purchase price of $5.80 in cash per share (the “2021 Transaction”). On June 4, 2021, the special general meeting of shareholders (the “Special Meeting”) was held, and shareholders approved (i) the previously announced Merger Agreement, (ii) the merger and (iii) the statutory merger agreement contemplated by the Merger Agreement. Trading in GasLog’s common shares on the New York Stock Exchange (“NYSE”) was suspended and the delisting of the common shares from the NYSE became effective on June 21, 2021. GasLog’s 8.75% Series A Cumulative Redeemable Perpetual Preference Shares (“Preference Shares”) remain outstanding and continue to trade in the NYSE under the ticker symbol “GLOG PR A”.

 

Following the consummation of the 2021 Transaction on June 9, 2021, the Company, Blenheim Holdings Ltd., Blenheim Special Investments Holding Ltd. and Olympic LNG Investments Ltd. (collectively, the “Rolling Shareholders”) and GEPIF entered into a shareholders’ agreement with respect to the governance of the Company (the “Shareholders’ Agreement”). Pursuant to the Shareholders’ Agreement, the board of directors of the Company were reduced to five persons, and the Rolling Shareholders that are party to the Shareholders’ Agreement will appoint a majority of the Company’s board of directors in accordance with the terms of the Shareholders’ Agreement. In addition, Peter G. Livanos holds a proxy to vote the shares of the Rolling Shareholders under the terms of the Shareholders’ Agreement and, as a result of holding such proxy, controls more than a majority of the voting stock of the Company and controls the right to appoint a majority of the board of the Company.

 

On January 24, 2023, the board of directors extended to GasLog Partners LP (“GasLog Partners” or the “Partnership”) an unsolicited non-binding proposal to acquire all of the outstanding common units representing limited partner interests of the Partnership not already beneficially owned by GasLog. On April 6, 2023, GasLog entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Partnership, GasLog Partners GP LLC, the general partner of the Partnership, and Saturn Merger Sub LLC, a wholly owned subsidiary of GasLog (“Merger Sub”). Pursuant to the Merger Agreement, (i) Merger Sub would merge with and into the Partnership, with the Partnership surviving as a direct subsidiary of GasLog, and (ii) GasLog would acquire the outstanding common units of the Partnership not beneficially owned by GasLog for overall consideration of $8.65 per common unit in cash (the “Transaction”), consisting in part of a special distribution by the Partnership of $3.28 per common unit in cash (the “Special Distribution”) that would be distributed to the Partnership’s unitholders in connection with the closing of the Transaction and the remainder to be paid by GasLog as merger consideration at the closing of the Transaction.

 

The conflicts committee (the “Conflicts Committee”) of the Partnership’s board of directors, comprised solely of independent directors and advised by its own independent legal and financial advisors, unanimously recommended that the Partnership’s board of directors approve the Merger Agreement and determined that the Transaction was in the best interests of the Partnership and the holders of its common units unaffiliated with GasLog. Acting upon the recommendation and approval of the Conflicts Committee, the Partnership’s board of directors unanimously approved the Merger Agreement and the Transaction and recommended that the common unitholders of the Partnership vote in favor of the Transaction.

 

The Transaction was approved at the special meeting of the common unitholders of the Partnership held on July 7, 2023, based on the affirmative vote (in person or by proxy) of the holders of at least a majority of the common units of the Partnership entitled to vote thereon, voting as a single class, subject to a cutback for certain unitholders beneficially owning more than 4.9% of the outstanding common units (as provided for in the Partnership’s Seventh Amended and Restated Agreement of Limited Partnership and described in the proxy statement of the Partnership dated June 5, 2023 as filed with the Securities Exchange Commission (“SEC”)). The payment date for the Special Distribution was July 12, 2023. The Transaction closed on July 13, 2023 at 6:30 a.m. Eastern Time (the “Effective Time”) upon the filing of the certificate of merger with the Marshall Islands Registrar of Corporations. At the Effective Time, each common unit that was issued and outstanding immediately prior to the Effective Time (other than common units that, as of immediately prior to the Effective Time, were held by GasLog) was converted into the right to receive $5.37 in cash, without interest and reduced by any applicable tax withholding, for each common unit. Accordingly, holders of common units not already beneficially owned by GasLog who held their common units both on the Special Distribution record date of July 10, 2023 (subject to the applicability of due-bill trading) and at the Effective Time received overall consideration of $8.65 per common unit. Trading in the Partnership’s common units on the NYSE was suspended on July 13, 2023, and delisting of the common units took place on July 24, 2023. The Partnership’s 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series A Preference Units”), 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series B Preference Units”) and 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Partnership’s Series C Preference Units”) remain outstanding and continue to trade on the NYSE.

 

GasLog Partners is consolidated in the Group’s financial statements.

 

The merger consideration was partially financed by the borrowing of a term loan in an aggregate principal amount of $50,000 under a Bridge Facility Agreement dated July 3, 2023 (the “Bridge Facility Agreement”), among Merger Sub, as the original borrower, GasLog, as guarantor, DNB

 

 F-7 

 

 

(UK) Ltd., as arranger and bookrunner, the lenders party thereto and DNB Bank ASA, London Branch, as agent, with the Partnership succeeding to the obligations of Merger Sub upon the consummation of the Transaction. The aggregate principal amount outstanding under the Bridge Facility Agreement was repaid in full, together with accrued and unpaid interest, on July 26, 2023.

 

The accompanying unaudited condensed consolidated financial statements include the financial statements of GasLog and its subsidiaries. All subsidiaries included in the unaudited condensed consolidated financial statements are 100% held (either directly or indirectly) by GasLog, except for GasLog Partners and its subsidiaries. In comparison to the Group’s structure for the year ended December 31, 2022, Saturn Merge Sub LLC was incorporated in April 2023 and no other new subsidiaries were established or acquired in the six months ended June 30, 2023 while GAS-Two Panama S.A. was dissolved in June 2023.

 

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 International Financial Reporting Standards (“IFRS”) for a complete set of annual financial statements have been omitted, and, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Group’s annual consolidated financial statements as of and for the year ended December 31, 2022, filed on an Annual Report on Form 20-F with the SEC on March 3, 2023.

 

The critical accounting judgments and key sources of estimation uncertainty were disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2022 and remain unchanged.

 

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

 

The financial statements are prepared on the historical cost basis, except for the revaluation of derivative financial instruments. The same accounting policies and methods of computation have been followed in these unaudited condensed consolidated financial statements as were applied in the preparation of the Group’s financial statements for the year ended December 31, 2022.

 

On August 3, 2023, GasLog’s board of directors authorized the unaudited condensed consolidated financial statements for issuance.

 

As of June 30, 2023, GasLog’s current assets totaled $657,587, while current liabilities totaled $659,229, resulting in a negative working capital position of $1,642. Current liabilities include $73,614 of unearned revenue in relation to hires received in advance of June 30, 2023 (which represents a non-cash liability that will be recognized as revenue in July as the services are rendered).

 

Management monitors the Company’s liquidity position throughout the year to ensure that it has access to sufficient funds to meet its forecast cash requirements, including newbuilding and debt service commitments, and to monitor compliance with the financial covenants within its loan and bond facilities. Management anticipates that its primary sources of funds over the next twelve months will be available cash, cash from operations, existing and future borrowings and future sale and leaseback transactions. Management believes that these anticipated sources of funds will be sufficient for the Company to meet its liquidity needs and to comply with its financial covenants for at least twelve months from the date of this report and therefore it is appropriate to prepare the financial statements on a going concern basis.

 

Adoption of new and revised IFRS

 

(a) Standards and interpretations adopted in the current period

 

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

 

In February 2021, the IASB amended IAS 1 Presentation of Financial Statements, IFRS Practice Statement 2 and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to improve accounting policy disclosures and to help the users of the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. The amendments are effective for annual periods beginning on or after January 1, 2023. These amendments did not have a material impact on the Group’s financial statements.

 

All other IFRS standards and amendments that became effective in the current period are not relevant to the Group or are not material with respect to the Group’s financial statements.

 

(b) Standards and amendments in issue not yet adopted

 

At the date of authorization of these consolidated financial statements, the following standards and amendments relevant to the Group were in issue but not yet effective:

 

In January 2020, the IASB issued a narrow-scope amendment to IAS 1 Presentation of Financial Statements (as further amended in October 2022), to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (for example, the receipt of a waiver or a breach of covenant). The amendment also clarifies what IAS 1 means when it refers to the “settlement” of a liability as the extinguishment of a liability with cash, other economic resources or an entity’s own equity instruments. The amendment will be effective for annual periods beginning on or after January 1, 2024 and should be applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Earlier application is permitted. Management anticipates that this amendment will not have a material impact on the Group’s financial statements.

 

 F-8 

 

 

In June 2023, the International Sustainability Standards Board (“ISSB”) issued IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures. The objective of IFRS S1 and IFRS S2 is to require an entity to disclose information about its sustainability-related risks and opportunities and climate-related risks and opportunities, respectively, that is useful to users of general purpose financial reports in making decisions relating to providing resources to the entity. IFRS S1 is effective for annual reporting periods beginning on or after January 1, 2024 with earlier application permitted as long as IFRS S2 is also applied. IFRS S2 is effective for annual reporting periods beginning on or after January 1, 2024 with earlier application permitted as long as IFRS S1 is also applied. Management anticipates that this amendment will have a disclosure impact on the Group’s financial statements.

 

The impact of all other IFRS standards and amendments issued but not yet adopted is not expected to be material with respect to the Group’s financial statements.

 

3. Investment in Associates and Joint Operations

 

The movements in investment in associates are reported in the following table:

 

   Associates 
As of January 1, 2023   28,823 
Additions   13,229 
Share of profit of associates   1,525 
Dividend declared   (1,013)
As of June 30, 2023   42,564 

 

The additions of $13,229 relate mainly to capital contribution of $3,871 and subordinated loan of $9,047 for the investment in Gastrade S.A. (“Gastrade”).

 

On April 3, 2023, the Company acquired a 33.3% shareholding in CLEOS SINGLE MEMBER PRIVATE COMPANY (“CLEOS”), a single member private company for the a) conduct of scientific research in the fields of energy, fuels and technology in general, b) provision of consulting services to the partners, c) commercial exploitation of any technologies developed and d) development and implementation of innovative decarbonization technologies. The Company contributed the amount of $248. The investment in CLEOS is classified as joint operations.

 

4. Tangible Fixed Assets and Vessels Under Construction

 

The movements in tangible fixed assets and vessels under construction are reported in the following table:

 

   Vessels   Office property
and other
tangible assets
   Total
tangible fixed
assets
   Vessels under
construction
 
Cost                    
As of January 1, 2023   5,739,816    41,222    5,781,038    221,076 
Additions   9,561    1,879    11,440    130,698 
Disposals   (410,348)       (410,348)    
Transfer under Vessels under construction   (167,863)       (167,863)   103,929 
Transfer under Vessel held for sale   (164,050)       (164,050)    
Fully amortized fixed assets   (9,383)       (9,383)    
As of June 30, 2023   4,997,733    43,101    5,040,834    455,703 
                     

Accumulated depreciation and Impairment loss

                    
As of January 1, 2023   1,259,394    6,981    1,266,375    10,977 
Depreciation   72,945    306    73,251     
Disposals   (106,284)       (106,284)    
Transfer under Vessels under construction   (63,934)       (63,934)    
Transfer under Vessel held for sale   (109,600)       (109,600)    
Impairment loss   15,528        15,528     
Fully amortized fixed assets   (9,383)       (9,383)    
As of June 30, 2023   1,058,666    7,287    1,065,953    10,977 
                     
Net book value                    
As of December 31, 2022   4,480,422    34,241    4,514,663    210,099 
As of June 30, 2023   3,939,067    35,814    3,974,881    444,726 

 

Vessels with an aggregate carrying amount of $3,939,067 as of June 30, 2023 (December 31, 2022: $4,480,422) have been pledged as collateral under the terms of the Group’s credit facilities.

 

On February 2, 2022, GasLog entered into an agreement for the sale of the GasLog Chelsea, a 153,600 cubic meters (“cbm”) tri-fuel diesel

 

 F-9 

 

 

electric propulsion (“TFDE”) LNG carrier built in 2010 to Gastrade for $265,086, payable in installments, following its conversion to an FSRU expected to be completed by the fourth quarter of 2023. On February 3, 2022, GasLog, through its subsidiary GAS-fifteen Ltd., issued a Final Notice to Proceed to Seatrium O&G (Americas) Limited (“Seatrium”) ex. Keppel Shipyard Ltd. (“Keppel”) to convert the GasLog Chelsea, into a FSRU in connection with the Final Investment Decision (“FID”) taken by Gastrade for the construction of a regasification terminal in Alexandroupolis. In February 2023, the GasLog Chelsea changed from the flag of Bermuda to the flag of Greece and was renamed to Alexandroupoli. The proceeds from the sale of the GasLog Chelsea and specifically the amount of $215,528 (December 31, 2022: $108,632) (including $3,460 of extra proceeds due to variation orders, December 31, 2022: $2,598) already received as of June 30, 2023 and the amount of $53,018 to be received in the future were considered as a significant financing component according to IFRS 15 Revenue from Contracts with Customers and are recognized under Other non-current liabilities. Consequently, the Group assessed the interest to be capitalized over time relating to the transaction, and the capitalized amount as of June 30, 2023 was $7,352 (December 31, 2022: $3,294) and was included in Vessels Under Construction. Following the signing of this agreement, as of March 31, 2022, the vessel was remeasured at the lower of its carrying amount and its recoverable amount (value in use), and a non-cash impairment loss of $19,350 was recorded. In the six months ended June 30, 2023, the Group recorded an impairment reversal of $3,788 in relation to the write-off of a cost included in Tangible Fixed Assets before the remeasurement of the GasLog Skagen and the recognition of an impairment loss of $9,534 on March 31, 2022.

 

On March 30, 2023, GAS-five Ltd. and GAS-nine Ltd. completed the sale and leaseback of the GasLog Sydney and the GasLog Saratoga, respectively, with a wholly-owned subsidiary of China Development Bank Leasing (“CDBL”) (Note 5). During the six-month period ended June 30, 2023, both vessels were initially remeasured at the lower of their carrying amount and fair value less costs to sell and a non-cash impairment loss of $142 and $6,053 was recorded for GasLog Sydney and GasLog Saratoga, respectively. Upon completion of the transactions, a loss on disposal of $660 and $649 was recorded in the consolidated statement of profit or loss for GasLog Sydney and GasLog Saratoga, respectively.

 

On January 17, 2023, GasLog Hellas-2 Special Maritime Enterprise, the vessel-owning entity of the GasLog Athens, entered into a Memorandum of Agreement with respect to the sale of its vessel to an unrelated third party, with the transaction expected to be completed upon redelivery of the vessel from its current charterer. All criteria outlined by IFRS 5 Non-current Assets Held for Sale and Discontinued Operations were deemed to have been met as of January 31, 2023. As a result, the carrying amount of the GasLog Athens ($63,783) was remeasured at the lower between carrying amount and fair value less costs to sell, resulting in the recognition of an impairment loss of $9,333 and was reclassified as “Vessel held for sale” (within current assets).

 

As of June 30, 2023, the Company concluded that there were no events or circumstances triggering the existence of potential impairment or reversal of impairment of its remaining vessels.

 

Vessels under construction

 

As of June 30, 2023, GasLog has the following newbuildings on order at Daewoo Shipbuilding and Marine Engineering Co., Ltd. (“DSME”):

 

LNG Carrier  Date of
agreement
  Estimated
delivery
  Cargo Capacity
(cbm)
Hull No. 2532  November 2021  Q3 2024  174,000
Hull No. 2533  November 2021  Q3 2024  174,000
Hull No. 2534  November 2021  Q3 2025  174,000
Hull No. 2535  November 2021  Q4 2025  174,000

 

Vessels under construction represent scheduled advance payments to the shipyards as well as certain capitalized expenditures.

 

5. Leases

 

On March 30, 2023, GasLog Partner’s subsidiary, GAS-five Ltd., and GasLog’s subsidiary, GAS-nine Ltd. completed the sale and leaseback of the GasLog Sydney and the GasLog Saratoga, respectively, with a wholly-owned subsidiary of CDBL. The vessels were sold to CDBL for net proceeds of $278,297 and leased back under bareboat charters for a period of five years with no repurchase option or obligation. These sale and leasebacks meet the definition of a lease under IFRS 16 Leases, resulting in the recognition of right-of-use assets of $136,037 and corresponding lease liabilities of $111,578.

 

The movements in right-of-use assets are reported in the following table:

 

Right-of-Use Assets   Vessels   Vessels’
Equipment
  Properties   Other   Total
As of January 1, 2023   413,151   862   2,458   14   416,485
Additions/(write-offs), net   141,426   355   (12)     141,769
Depreciation   (41,927)   (514)   (438)   (4)   (42,883)
As of June 30, 2023   512,650   703   2,008   10   515,371

 

An analysis of the lease liabilities is as follows:

 

    Lease Liabilities  
As of January 1, 2023   336,376  
Additions, net   109,788  
Interest expense on leases (Note 12)   7,687  

 

 F-10 

 

 

Payments   (35,555 )
As of June 30, 2023   418,296  
Lease liabilities, current portion   70,176  
Lease liabilities, non-current portion   348,120  
Total   418,296  

 

6. Borrowings

 

An analysis of the borrowings is as follows:

 

   December 31, 2022   June 30, 2023 
Amounts due within one year   305,975    391,881 
Less: unamortized discount       (92)
Less: unamortized deferred loan/bond issuance costs   (10,998)   (9,430)
Borrowings, current portion   294,977    382,359 
Amounts due after one year   3,047,916    2,662,990 
Less: unamortized discount   (2,100)   (1,841)
Less: unamortized deferred loan/bond issuance costs   (41,049)   (36,016)
Borrowings, non-current portion   3,004,767    2,625,133 
Total   3,299,744    3,007,492 

 

Loans

 

The main terms of the Group’s credit facilities in existence as of December 31, 2022, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2022. Refer to Note 13 “Borrowings”.

 

On February 7, 2023, GasLog prepaid an amount of $77,899 with respect to the associated debt of the GasLog Chelsea pursuant to the commencement of the conversion of the vessel to an FSRU, using the additional proceeds of $92,780 received from Gastrade at the same date. GasLog has agreed to sell the vessel following its conversion to an FSRU. The existing loan facility of the specified vessel was terminated and the respective unamortized loan fees of $661 written-off to the consolidated statement of profit or loss.

 

On March 30, 2023, the outstanding indebtedness of GAS-five Ltd., in the amount of $87,780 was prepaid pursuant to the sale and leaseback agreement entered into with a wholly-owned subsidiary of CDBL (refer to Note 5). The relevant advance of the loan agreement was cancelled and the respective unamortized loan fees of $229 written-off to the consolidated statement of profit or loss. As of June 30, 2023, the amount outstanding under the credit facility of $152,461 with respect to the credit facility of up to $450,000 of GAS-four Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd. with Credit Suisse AG, Nordea Bank Abp, filial I Norge, Iyo Bank Ltd., Singapore Branch and the Development Bank of Japan, Inc., maturing in February 2024, was classified under current liabilities.

 

On March 30, 2023, the outstanding indebtedness of GAS-nine Ltd., in the amount of $94,109 was prepaid pursuant to the sale and leaseback agreement entered into with a wholly-owned subsidiary of CDBL (refer to Note 5). The relevant advances of the loan agreements were cancelled and the respective unamortized loan fees of $786 written-off to the consolidated statement of profit or loss.

 

During the six months ended June 30, 2023, the Group drew down the amount of $82,444 to finance shipyard installments relating to the vessels under construction (Note 4) and repaid and prepaid $114,235 in accordance with the repayment terms under its loan facilities.

 

The current portion of borrowings includes an amount of $31,345 (debt less unamortized loan issuance costs) with respect to the steam turbine propulsion (“Steam”) vessel GasLog Athens reclassified under “Vessel held for sale” as of June 30, 2023 (Note 4).

 

The carrying amount of the Group’s credit facilities recognized in the unaudited condensed consolidated financial statements approximates its fair value after adjusting for the unamortized loan/bond issuance costs.

 

Bonds

 

The main terms of the Group’s bonds have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2022. Refer to Note 13 “Borrowings”.

 

The carrying amount under the Norwegian Kroner (“NOK”) bond maturing in 2024 (the “NOK 2024 Bonds”), net of unamortized financing costs as of June 30, 2023 is $82,973 (December 31, 2022: $90,241) while their fair value is $86,870 based on a USD/NOK exchange rate of 0.0928 as of June 30, 2023 (December 31, 2022: $93,414, based on a USD/NOK exchange rate of 0.1011).

 

The carrying amount under the 7.75% Notes due in 2029 (the “2029 Notes”), net of unamortized financing costs and discount as of June 30, 2023, is $307,001 (December 31, 2022: $306,432). In July 2023, GasLog prepaid an amount of $15,000 in accordance with the 2029 Notes terms. As of June 30, 2023, the amount of $15,000 was classified under current liabilities.

 

The Group was in compliance with its financial covenants as of June 30, 2023.

 

 F-11 

 

 

7. Revenues from Contracts with Customers

 

The Group has recognized the following amounts relating to revenues:

 

   For the three months ended   For the six months ended 
   June 30, 2022   June 30, 2023   June 30, 2022   June 30, 2023 
Revenues from long-term fleet   132,236    126,137    269,414    249,770 
Revenues from spot fleet   83,622    101,441    159,946    208,908 
Revenues from vessel management services   238    188    459    387 
Total   216,096    227,766    429,819    459,065 

 

Management allocates vessel revenues to two categories: a) spot fleet and b) long-term fleet, which reflects its commercial strategy. Specifically, the spot fleet category contains all vessels that have contracts with initial duration of up to three years. The long-term fleet category contains all vessels that have charter party agreements with initial duration of more than three years. Both categories, exclude optional periods. Comparative figures have been retrospectively adjusted to reflect the revised presentation using an initial duration of less than three years (instead of less than five years), disclosed in the annual audited consolidated financial statements for the year ended December 31, 2022. Refer to Note 18 “Revenues from Contracts with Customers”. This resulted in the reclassification of $(101) and $4,146, respectively, from Revenues from spot fleet to Revenues from long-term fleet in the three and six months ended June 30, 2022.

 

8. Other Payables and Accruals

 

An analysis of other payables and accruals is as follows:

 

   December 31,
2022
   June 30,
2023
Unearned revenue   71,228    73,614
Accrued off-hire   4,490    6,405
Accrued purchases   10,662    12,944
Accrued interest   43,712    45,233
Other accruals   36,840    36,419
Total   166,932    174,615

 

9. Share Capital and Preference Shares

 

GasLog’s authorized share capital consists of 500,000,000 shares with a par value of $0.01 per share.

 

As of June 30, 2023, the share capital consisted of 95,389,062 issued and outstanding common shares, par value $0.01 per share and 4,600,000 preference shares issued and outstanding.

 

Dividend distributions

 

GasLog’s dividend distributions for the period ended June 30, 2023, are presented in the following table:

 

Declaration date  Type of shares  Dividend per share  Payment date  Amount paid
February 22, 2023  Common  $0.15  February 24, 2023  14,308  
March 1, 2023  Preference  $0.546875  April 3, 2023  2,516  
May 10, 2023  Common  $0.15  May 12, 2023  14,308  
May 10, 2023  Preference  $0.546875  July 3, 2023  2,516  
Total           33,648  

 

In the period ended June 30, 2023, the board of directors of the Partnership approved and declared cash distributions of $722 and of $12,935 for the common units and preference units, respectively, held by non-controlling interests.

 

10. Commitments and Contingencies

 

(a) Commitments relating to the vessels under construction (Note 4) as of June 30, 2023, payable to DSME were as follows:

 

   June 30, 2023 
Period     
Not later than one year   82,444 
Later than one year and not later than three years   535,694 
Total   618,138 

 

 F-12 

 

 

(b) Commitments relating to the vessels under construction (Note 4) on June 30, 2023 payable to Seatrium ex. Keppel not later than one year were $47,113.

 

(c) Future minimum lease payments receivable in relation to non-cancellable time charter agreements for vessels in operation, including vessels under a lease (Note 5), as of June 30, 2023 are as follows (30 off-hire days are assumed when each vessel will undergo scheduled dry-docking; in addition, early delivery of the vessels by the charterers or any exercise of the charterers’ options to extend the terms of the charters are not accounted for):

 

   June 30, 2023 
Period     
Not later than one year   662,350 
Later than one year and not later than two years   490,743 
Later than two years and not later than three years   394,097 
Later than three years and not later than four years   295,234 
Later than four years and not later than five years   222,970 
Later than five years   150,336 
Total   2,215,730 

 

Future minimum lease payments receivable disclosed in the above table exclude the lease payments of the vessels that are under construction as of June 30, 2023 (Note 4).

 

Various claims, suits and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, environmental claims, agents and insurers and from claims with suppliers relating to the operations of the Group’s vessels. Currently, management is not aware of any such claims or contingent liabilities requiring disclosure in the unaudited condensed consolidated financial statements.

 

11. Derivative Financial Instruments

 

The fair value of the derivative assets is as follows:

 

   December 31,
2022
   June 30,
2023
 
Derivative assets carried at fair value through profit or loss (FVTPL)          
Interest rate swaps   35,486    33,034 
Forward foreign exchange contracts   3,122    1,090 
Total   38,608    34,124 
Derivative financial instruments, current assets   25,383    23,348 
Derivative financial instruments, non-current assets   13,225    10,776 
Total   38,608    34,124 

 

The fair value of the derivative liabilities is as follows:

 

   December 31,
2022
   June 30,
2023
 
Derivative liabilities carried at fair value through profit or loss (FVTPL)          
Forward foreign exchange contracts   320    318 
Derivative liabilities designated and effective as hedging instruments carried at fair value          
Cross-currency swaps   8,012    16,409 
Total   8,332    16,727 
Derivative financial instruments, current liability   2,834    3,058 
Derivative financial instruments, non-current liability   5,498    13,669 
Total   8,332    16,727 

 

Interest rate swap agreements

 

The Group enters into interest rate swap agreements which convert the floating interest rate exposure into a fixed interest rate in order to hedge a portion of the Group’s exposure to fluctuations in prevailing market interest rates. Under the interest rate swaps, the bank counterparty effects quarterly floating-rate payments to the Group for the notional amount based on the London Interbank Offered Rate (“LIBOR”), and the Group effects quarterly payments to the bank on the notional amounts at the respective fixed rates.

 

Interest rate swaps held for trading

 

The principal terms of the Group’s interest rate swaps held for trading as of December 31, 2022, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2022. Refer to Note 26 “Derivative Financial Instruments”. During the six months ended June 30, 2023, the Group did not enter into any new interest rate swaps held for trading. In January 2023, GAS-fifteen Ltd.

 

 F-13 

 

 

terminated the interest rate swap with National Bank of Greece S.A. originally maturing in July 2025, with GAS-fifteen Ltd. receiving an amount of $3,706.

 

The Group’s interest rate swaps held for trading were not designated as cash flow hedging instruments. The change in the fair value of the interest rate swaps held for trading for the three and six months ended June 30, 2023 amounted to a net gain of $9,466 and a net gain of $1,253, respectively (for the three and six months ended June 30, 2022: a net gain of $16,090 and a net gain of $61,876, respectively), which was recognized against profit or loss in the period incurred and is included in Gain on derivatives. During the three and six months ended June 30, 2023, the net gain of $9,466 and $1,253, respectively derived from changes in the LIBOR curve.

 

Cross currency swap agreements

 

The principal terms of the Group’s cross currency swaps (“CCS”) designated as cash flow hedging instruments as of December 31, 2022, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2022. Refer to Note 26 “Derivative Financial Instruments”. During the six months ended June 30, 2023, the Group did not enter any CCS designated as cash flow hedging instruments.

 

For the three and six months ended June 30, 2023, the effective portion of changes in the fair value of CCSs amounting to a loss of $2,813 and a loss of $10,001, respectively, has been recognized in Other comprehensive income/(loss) (for the three and six months ended June 30, 2022: a loss of $12,557 and a loss of $11,858, respectively). For the three and six months ended June 30, 2023, a loss of $898 and loss of $1,599, respectively, was recycled to profit or loss representing the realized loss on CCSs in relation to the interest expenses component of the hedge (for the three and six months ended June 30, 2022: a loss of $117 and gain of $2, respectively). Additionally, for the three and six months ended June 30, 2023, a gain of $2,991 and a gain of $7,439, respectively, was recognized in Other comprehensive income/(loss) in relation to the translation of the NOK Bonds in USD as of June 30, 2023 (for the three and six months ended June 30, 2022: a gain of $13,412 and a gain of $11,174, respectively).

 

Forward foreign exchange contracts

 

The Group uses forward foreign exchange contracts to mitigate foreign exchange transaction exposures in Euros (“EUR”) and Singapore dollars (“SGD”). Under these forward foreign exchange contracts, the bank counterparty will effect fixed payments in EUR or SGD to the Group and the Group will effect fixed payments in USD to the bank counterparty on the respective settlement dates. All forward foreign exchange contracts are considered by management to be part of economic hedge arrangements but have not been formally designated as such.

 

The principal terms of the forward foreign exchange contracts held for trading as of December 31, 2022, have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2022. Refer to Note 26 “Derivative Financial Instruments”.

 

During the six months ended June 30, 2023, the Group entered into 87 forward foreign exchange contracts, while 76 contracts expired with staggered maturities from January to June 2023.

 

The Group’s forward foreign exchange contracts were not designated as cash flow hedging instruments as of June 30, 2023. The change in the fair value of these contracts for the three and six months ended June 30, 2023, amounted to a net loss of $1,062 and a net loss of $2,029, respectively (for the three and six months ended June 30, 2022: a net loss of $1,668 and a net loss of $1,974, respectively), which was recognized against profit or loss in the period incurred and is included in Gain on derivatives.

 

12. Financial Costs and Gain on Derivatives

 

An analysis of financial costs and gain on derivatives is as follows:

 

   For the three months ended   For the six months ended 
   June 30, 2022   June 30, 2023   June 30, 2022   June 30, 2023 
Amortization and write-off of deferred loan/bond issuance costs/premium and discount   3,526    3,085    8,337    8,028 
Interest expense on loans   23,469    46,443    43,232    94,035 
Interest expense on bonds and realized loss on CCSs   8,129    9,106    16,795    17,898 
Interest expense on leases   3,530    4,482    6,686    7,687 
Other financial costs, net   812    441    1,785    406 
Total financial costs   39,466    63,557    76,835    128,054 
                     
Unrealized (gain)/loss on derivative financial instruments held for trading (Note 11)   (14,422)   (8,404)   (59,902)   776 
Realized loss/(gain) on interest rate swaps held for trading   4,920    (4,962)   13,096    (9,005)
Realized loss/(gain) on forward foreign exchange contracts held for trading   1,192    (730)   1,827    (2,238)
Ineffective portion of cash flow hedges   (20)   (47)   (752)   (6)
Total gain on derivatives   (8,330)   (14,143)   (45,731)   (10,473)

 

13. Subsequent Events

 

As further discussed in Note 1, on July 7, 2023, the Partnership’s common unitholders voted to approve the previously announced merger, with GasLog acquiring all of the outstanding common units of the Partnership not already beneficially owned by GasLog. The payment date for the

 

 F-14 

 

 

Special Distribution was July 12, 2023, and the Transaction closed on July 13, 2023 at the Effective Time upon the filing of the certificate of merger with the Marshall Islands Registrar of Corporations. Holders of common units not already beneficially owned by GasLog who held their common units both on the Special Distribution record date of July 10, 2023 (subject to the applicability of due-bill trading) and at the Effective Time received overall consideration of $8.65 per common unit. Trading in the Partnership’s common units on the NYSE was suspended on July 13, 2023, and delisting of the common units took place on July 24, 2023.

 

On July 17, 2023, GasLog completed the sale of the Steam vessel GasLog Athens, pursuant to a Memorandum of Agreement entered into on January 17, 2023 with an unrelated third party.

 

On August 2, 2023, the board of directors declared a quarterly cash dividend of $0.15 per common share, payable on August 4, 2023 to shareholders of record as of August 3, 2023.

 

On August 2, 2023, the board of directors declared a dividend on the Series A Preference Shares of $0.546875 per share, payable on October 2, 2023, to holders of record as of September 29, 2023.

 

 F-15 


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