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 February 2024
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 ¨
The
press release issued by GasLog Ltd. on February 15, 2024, relating to its results for the three-month period ended December 31,
2023 is attached hereto as Exhibit 99.1.
EXHIBIT LIST
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: February 15, 2024
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GASLOG LTD., |
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by |
/s/
Paolo Enoizi |
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Name: |
Paolo Enoizi |
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Title: |
Chief Executive Officer |
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Exhibit 99.1
GasLog Ltd. Reports
Financial Results for the Three-Month Period Ended December 31, 2023
Hamilton,
Bermuda, February 15, 2024, 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 December 31, 2023.
Recent Developments
Partial
Redemption of GasLog’s 8.75% Series A Cumulative Redeemable Perpetual Preference
Shares (“Series A Preference Shares”)
On December 28,
2023, GasLog completed the redemption of 4,341,681 of its outstanding Series A Preference Shares (the “Partial Redemption”)
held by shareholders of record as of November 27, 2023, pursuant to that certain Certificate of Designations, dated as of March 30,
2015 (the “Certificate of Designations”). The redemption price of the Series A Preference Shares was $25.00 per share
plus accrued and unpaid dividends in respect of the Series A Preference Shares up to, but not including the redemption date of December 28,
2023. The Company funded the Partial Redemption with proceeds of borrowings under its existing $2.8 billion Five-Year Sustainability-Linked
Senior Secured Reducing Revolving Credit Facility (see below).
The Series A
Preference Shares redeemed in connection with the Partial Redemption are no longer outstanding and all rights with respect to such stock
have ceased and terminated. The Series A Preference Shares not redeemed in connection with the Partial Redemption remain issued
and outstanding and subject to all the terms provided in the Certificate of Designations.
Before the Partial
Redemption, on August 2, 2023, the board of directors of GasLog had approved a preference share repurchase programme of up to $35.0
million of Series A Preference Shares, effective immediately. Since the inception of the repurchase programme and prior to the Partial
Redemption, GasLog had repurchased an aggregate of 58,319 Series A Preference Shares at a weighted average price of $24.64 per preference
share, for a total amount of $1.4 million, including commissions.
New Charter
Agreements
During
the fourth quarter of 2023, GasLog extended by five years the time charter agreement of the GasLog Singapore, a tri-fuel diesel
electric engine propulsion (“TFDE”) LNG carrier, with New Fortress Energy Transport Partners
LLC (“NFE Transport Partners LLC”), with the contract now due to expire in 2030. In addition, GasLog Partners LP (“GasLog
Partners” or the “Partnership”) signed a multi-year time charter agreement for the GasLog Santiago, a TFDE LNG
carrier, with a major energy exploration company and extended by one year the time charter agreement of the Methane Jane Elizabeth,
a steam turbine propulsion (“Steam”) LNG carrier, with Cheniere Marketing International LLP, a wholly owned subsidiary of
Cheniere Energy, Inc. (“Cheniere”), with the contract now due to expire in 2025.
New $2.8 Billion
Five-year Sustainability-linked Senior Secured Reducing Revolving Credit Facility
On
November 2, 2023, GasLog, signed a new Five-Year Sustainability-Linked Senior Secured Reducing Revolving Credit Facility in the
amount of $2.8 billion (the “Facility”). This financing, involving 14 international banks, includes decarbonization and
social key performance targets as a component of the Facility pricing. The Facility refinanced the outstanding debt of $2.1 billion
secured by 23 LNG carriers across both GasLog and GasLog Partners, following the acquisition (the “Transaction”) by
GasLog on July 13, 2023 of all the outstanding common units of GasLog Partners not already beneficially owned by GasLog. The 23
LNG carriers (12 GasLog vessels and 11 GasLog Partners vessels) included in the Facility comprise ten dual-fuel two-stroke engine
propulsion (“X-DF”) LNG carriers, ten TFDE LNG carriers and three Steam LNG carriers. The Facility has a five-year
tenor, includes two one-year extension options and simplifies GasLog’s debt structure, providing incremental available
liquidity to the Company while reducing interest cost and debt service requirements. Citibank, N.A., London Branch and BNP Paribas
acted as joint coordinators on the Facility. DNB Bank ASA, London Branch has been appointed as agent and security agent and ABN AMRO
BANK N.V. as sustainability co-ordinator. Alpha Bank S.A., Credit Suisse AG, a UBS Group Company, Danish Ship Finance A/S, ING
Bank N.V., London Branch, National Bank of Greece S.A., Nordea Bank ABP, Filial I Norge, Oversea-Chinese Banking Corporation
Limited, DNB (UK) Limited and Standard Chartered Bank (Singapore) Limited acted as bookrunners and mandated lead arrangers alongside
the coordinators, the agent and the sustainability co-ordinator. National Australia Bank Limited and Skandinaviska Enskilda Banken
AB (Publ) were mandated lead arrangers. On November 13, 2023, the amount of $2.1 billion was drawn with $672.0 million
remaining available as of that date, for general corporate purposes. On December 22, 2023, an additional amount of $129.5
million was drawn to fund the Partial Redemption discussed above.
Dividend Declarations
On
February 14, 2024, the board of directors of GasLog declared a quarterly cash dividend of $0.25
per common share of GasLog to GasLog’s shareholders of record as of February 15, 2024.
Quarterly Financial Results
| Amounts in thousands of U.S. dollars |
|
For the three months ended |
|
| |
|
December 31,
2022 |
|
|
December 31,
2023 |
|
| Revenues |
|
$ |
244,847 |
|
|
$ |
229,948 |
|
| Profit for the period |
|
$ |
68,703 |
|
|
$ |
31,436 |
|
| Adjusted EBITDA1 |
|
$ |
190,750 |
|
|
$ |
178,648 |
|
| Adjusted Profit1 |
|
$ |
75,569 |
|
|
$ |
53,270 |
|
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 2,944 available days for the quarter ended December 31, 2023, as compared to 3,105 available days for the quarter ended December 31,
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 Floating Storage Regasification
Unit (“FSRU”) conversion of the Alexandroupolis that started in February 2023 and the sale of the GasLog Athens
in July 2023, partially offset by the decrease in off-hire days for scheduled dry-dockings and repairs (23 dry-docking off-hire
days in the three-month period ended December 31, 2022, compared to nil dry-docking off-hire days in the three-month period ended
December 31, 2023).
Revenues were $229.9
million for the quarter ended December 31, 2023 ($244.8 million for the quarter ended December 31, 2022). The decrease in revenues
is mainly attributable to the decrease in available days explained above and the net decrease in revenues from our vessels operating
in the spot and short-term markets in the fourth quarter of 2023.
Profit for the period
was $31.4 million for the quarter ended December 31, 2023 ($68.7 million for the quarter ended December 31, 2022). The decrease
in profit is mainly attributable to the increase of $34.0 million in financial costs, which includes an increase of $27.0 million of
write-off of unamortized loan fees due to the Facility refinancing.
Adjusted
EBITDA was $178.6 million for the quarter ended December 31, 2023 ($190.8 million for the quarter
ended December 31, 2022). The decrease in Adjusted EBITDA is mainly attributable to the decrease in revenues of $14.9 million, as
discussed above, partially offset by the decrease of $1.5 million in general and administrative expenses and the decrease of $1.2 million
in vessel operating and supervision costs.
Adjusted
Profit was $53.3 million for the quarter ended December 31, 2023 ($75.6 million for the quarter
ended December 31, 2022). The decrease in Adjusted Profit is mainly attributable to the decrease in Adjusted EBITDA and the increase
in financial costs, as a result of the increase in interest rates in the fourth
quarter of 2023 as compared to the same period in 2022.
As
of December 31, 2023, GasLog had $221.4 million of cash and cash equivalents. An additional
amount of $10.0 million of time deposits with an original duration greater than three months was classified under short-term cash deposits.
As
of December 31, 2023, GasLog had an aggregate of $3.1 billion of indebtedness outstanding under
its credit facilities and bond agreements, of which $107.9 million is repayable within one year. Current bank borrowings include an amount
of $88.3 million with respect to the Norwegian Kroner (“NOK”) bond maturing in 2024 (the “NOK 2024 Bonds”). As
of December 31, 2023, GasLog had $542.5 million available under the Facility. Subsequently, in January 2024, GasLog prepaid
$49.0 million of the outstanding Facility increasing the availability of the Facility to $591.5 million. Furthermore, as of December 31,
2023, GasLog also had an aggregate of $383.4 million of lease liabilities, of which $71.0 million is payable within one year.
As
of December 31, 2023, the total remaining balance of the contract prices of the four LNG carriers
on order was $576.7 million, of which $330.5 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 December 31, 2023, GasLog’s current assets totaled $560.4 million, while current liabilities totaled $622.5 million,
resulting in a negative working capital position of $62.1 million. Current liabilities include $88.3 million relating to the NOK 2024
Bonds which mature in November 2024 (actual amount owed by GasLog in connection with such maturity is expected to be $98.6 million
based on the notional amount, as of December 31, 2023, of the cross currency swaps used to hedge exposure under the NOK 2024 Bonds)
and $66.4 million of unearned revenue in relation to hires received in advance of December 31, 2023 (which represents a non-cash
liability that will be recognized as revenue in January 2024 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, undrawn amounts under our existing facilities, future borrowings and future sale and leaseback
transactions. We believe that these anticipated sources of funds will be sufficient to meet our liquidity needs and to comply with our
financial covenants for at least twelve months from the date of this report and therefore it is appropriate to prepare the financial
statements on a going concern basis.
GasLog Partners Preference Unit
Repurchase Programme
In the quarter ended
December 31, 2023, there were no repurchases of preference units under GasLog Partners’ preference unit repurchase programme.
Fleet Update
Owned Fleet
As of February 15,
2024, GasLog’s fleet consisted of the following vessels:
| Vessel
Name |
|
Year
Built |
|
Cargo
Capacity
(cbm) |
|
Charterer |
|
Propulsion |
|
Charter
Expiration(1) |
|
Optional
Period(2) |
| 1 |
Alexandroupolis (3) |
|
2010 |
|
153,600 |
|
n/a |
|
TFDE |
|
n/a |
|
n/a |
| 2 |
Methane Jane Elizabeth* |
|
2006 |
|
145,000 |
|
Cheniere |
|
Steam |
|
March 2025 |
|
— |
| 3 |
GasLog Seattle* |
|
2013 |
|
155,000 |
|
Energy Trading Company (4) |
|
TFDE |
|
March 2024 |
|
— |
| 4 |
GasLog Savannah |
|
2010 |
|
155,000 |
|
Multinational Oil and Gas Company |
|
TFDE |
|
July 2024 |
|
2025 (5) |
| 5 |
Methane Alison Victoria* |
|
2007 |
|
145,000 |
|
CNTIC VPower (6) |
|
Steam |
|
October 2024 |
|
2025 (6) |
| 6 |
GasLog Greece* |
|
2016 |
|
174,000 |
|
Shell |
|
TFDE |
|
March 2026 |
|
2031 (7) |
| 7 |
Methane Rita Andrea* |
|
2006 |
|
145,000 |
|
Asian LNG buyer |
|
Steam |
|
March 2026 |
|
— |
| 8 |
GasLog Santiago* |
|
2013 |
|
155,000 |
|
Major Energy Exploration Company |
|
TFDE |
|
March 2026 |
|
2027 (8) |
| 9 |
GasLog Glasgow* |
|
2016 |
|
174,000 |
|
Shell |
|
TFDE |
|
June 2026 |
|
2031 (7) |
| 10 |
GasLog Genoa |
|
2018 |
|
174,000 |
|
Shell |
|
X-DF |
|
March 2027 |
|
2030-2033 (7) |
| 11 |
GasLog Windsor |
|
2020 |
|
180,000 |
|
Centrica (9) |
|
X-DF |
|
April 2027 |
|
2029-2033 (9) |
| 12 |
GasLog Westminster |
|
2020 |
|
180,000 |
|
Centrica |
|
X-DF |
|
July 2027 |
|
2029-2033 (9) |
| 13 |
GasLog Georgetown |
|
2020 |
|
174,000 |
|
Cheniere |
|
X-DF |
|
November 2027 |
|
2030-2034 (10) |
| 14 |
GasLog Galveston |
|
2021 |
|
174,000 |
|
Cheniere |
|
X-DF |
|
January 2028 |
|
2031-2035 (10) |
| 15 |
GasLog Wellington |
|
2021 |
|
180,000 |
|
Cheniere |
|
X-DF |
|
June 2028 |
|
2031-2035 (10) |
| 16 |
GasLog Winchester |
|
2021 |
|
180,000 |
|
Cheniere |
|
X-DF |
|
August 2028 |
|
2031-2035 (10) |
| 17 |
GasLog Geneva* |
|
2016 |
|
174,000 |
|
Shell |
|
TFDE |
|
September 2028 |
|
2031 (7) |
| 18 |
GasLog Gibraltar* |
|
2016 |
|
174,000 |
|
Shell |
|
TFDE |
|
October 2028 |
|
2031 (7) |
| 19 |
GasLog Gladstone |
|
2019 |
|
174,000 |
|
Shell |
|
X-DF |
|
January 2029 |
|
2032-2035 (7) |
| 20 |
Methane Becki Anne* |
|
2010 |
|
170,000 |
|
Shell |
|
TFDE |
|
March 2029 |
|
— |
| 21 |
GasLog Warsaw |
|
2019 |
|
180,000 |
|
Endesa (11) |
|
X-DF |
|
May 2029 |
|
2035-2041 (11) |
| 22 |
Solaris* |
|
2014 |
|
155,000 |
|
Kansai (12) |
|
TFDE |
|
April 2030 |
|
— |
| 23 |
GasLog Singapore |
|
2010 |
|
155,000 |
|
NFE Transport Partners LLC |
|
TFDE |
|
June 2030 |
|
— |
| 24 |
GasLog Wales |
|
2020 |
|
180,000 |
|
Jera (13) |
|
X-DF |
|
March 2032 |
|
2035-2038 (13) |
Bareboat
Vessels
As of February 15,
2024, GasLog’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* |
2013 |
155,000 |
Centrica |
TFDE |
May 2024 |
— |
| 2 |
GasLog Skagen |
2013 |
155,000 |
Tokyo
LNG (14) |
TFDE |
September
2024 |
— |
| 3 |
GasLog Saratoga |
2014 |
155,000 |
Mitsui
(15) |
TFDE |
September
2024 |
— |
| 4 |
GasLog Shanghai* |
2013 |
155,000 |
Woodside (16) |
TFDE |
March 2025 |
2026 (16) |
| 5 |
Methane Heather Sally* |
2007 |
145,000 |
SEA Charterer (17) |
Steam |
July 2025 |
— |
| 6 |
GasLog Hong Kong |
2018 |
174,000 |
TotalEnergies
(18) |
X-DF |
December
2025 |
2028
(18) |
| 7 |
GasLog Salem |
2015 |
155,000 |
Gunvor
(19) |
TFDE |
March
2026 |
— |
| 8 |
Methane Julia Louise |
2010 |
170,000 |
Shell |
TFDE |
March
2026 |
2029-2031
(7) |
| 9 |
GasLog Houston |
2018 |
174,000 |
Shell |
X-DF |
May
2028 |
2031-2034
(7) |
| * | Indicates
the Partnership’s owned and bareboat fleet as of February 15, 2024. |
| (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 Alexandroupolis in 2023. The vessel is ready to be sold as an FSRU. |
| (4) | The
vessel is chartered to a Swiss-headquartered energy trading company. |
| (5) | 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. |
| (6) | The
vessel is chartered with CNTIC VPower Energy Ltd. (“CNTIC VPower”), an independent Chinese energy company. The charterer
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. |
| (7) | The
vessel is chartered to a wholly owned subsidiary of Shell plc (“Shell”). Shell has the right to extend the charters of (a) the
GasLog Genoa, the GasLog Houston and the GasLog Gladstone by two additional periods of three years, (b) the
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. |
| (8) | 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. |
| (9) | The
vessel is chartered to Pioneer Shipping Limited, a wholly owned subsidiary of Centrica plc (“Centrica”). Centrica has the
right to extend the charter by three additional periods of two years, provided that Centrica gives us advance notice of declaration. |
| (10) | The
charterer has the right to extend the charters of 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. |
| (11) | “Endesa”
refers to Endesa S.A. Endesa has the right to extend the charter of the GasLog Warsaw by two additional periods of six years,
provided that Endesa gives us advance notice of declaration. |
| (12) | “Kansai”
refers to KE Fuel International Co., Ltd. |
| (13) | “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. |
| (14) | The
vessel is chartered to Tokyo LNG Tanker Co. Ltd. (“Tokyo LNG”). |
| (15) | The
vessel is chartered to Mitsui & Co., Ltd. (“Mitsui”). |
| (16) | 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. |
| (17) | The
vessel is chartered to a Southeast Asian charterer (“SEA Charterer”). |
| (18) | 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. |
| (19) | The
vessel is chartered to Clearlake Shipping Pte. Ltd., a wholly owned subsidiary of Gunvor Group Ltd. (“Gunvor”). |
Future Deliveries
As of February 15,
2024, GasLog has four newbuildings on order at Hanwha Ocean Co. Ltd. (formerly Daewoo Shipbuilding and Marine Engineering Co., Ltd.):
| 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. |
Forward-Looking Statements
All statements in
this press release 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 GasLog and the Partnership expect, project, believe or anticipate 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 press release, 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. Other factors that might cause future results and outcomes to differ include, but are not limited to, the other risks
and uncertainties described in GasLog’s Annual Report on Form 20-F filed with the SEC on March 3, 2023, available at http://www.sec.gov.
Accordingly, you should not unduly rely on any forward-looking statements.
We undertake no obligation to update or revise
any forward-looking statements contained in this press release, 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.
EXHIBIT I - Unaudited Interim
Financial Information of GasLog Ltd. and its Subsidiaries
GasLog Ltd. and
its Subsidiaries
Unaudited condensed
consolidated statements of financial position
As of December 31,
2022 and December 31, 2023
(Amounts expressed
in thousands of U.S. Dollars)
| |
|
|
December 31, 2022 |
|
December 31, 2023 |
| Assets |
|
|
|
|
|
| Non-current assets |
|
|
|
|
|
| Goodwill |
|
|
9,511 |
|
9,511 |
| Investment in associates |
|
|
28,823 |
|
43,081 |
| Deferred financing costs |
|
|
8,778 |
|
8,095 |
| Other non-current assets |
|
|
2,092 |
|
4,010 |
| Derivative financial instruments, non-current portion |
|
|
13,225 |
|
418 |
| Tangible fixed assets |
|
|
4,514,663 |
|
3,912,762 |
| Vessels under construction |
|
|
210,099 |
|
265,575 |
| Right-of-use assets |
|
|
416,485 |
|
468,603 |
| Total non-current assets |
|
|
5,203,676 |
|
4,712,055 |
| Current assets |
|
|
|
|
|
| FSRU held for sale |
|
|
— |
|
269,687 |
| Trade and other receivables |
|
|
22,897 |
|
36,718 |
| Dividends receivable and other amounts due from
related parties |
|
|
61 |
|
272 |
| Derivative financial instruments, current portion |
|
|
25,383 |
|
1,675 |
| Inventories |
|
|
8,483 |
|
9,066 |
| Prepayments and other current assets |
|
|
7,262 |
|
11,620 |
| Short-term cash deposits |
|
|
36,000 |
|
10,000 |
| Cash and cash equivalents |
|
|
368,286 |
|
221,371 |
| Total current assets |
|
|
468,372 |
|
560,409 |
| Total assets |
|
|
5,672,048 |
|
5,272,464 |
| Equity and liabilities |
|
|
|
|
|
| Equity |
|
|
|
|
|
| Preference shares |
|
|
46 |
|
2 |
| Share capital |
|
|
954 |
|
954 |
| Contributed surplus |
|
|
658,888 |
|
929,308 |
| Reserves |
|
|
16,464 |
|
15,236 |
| Retained earnings |
|
|
108,685 |
|
160,832 |
| Equity attributable to owners of the Group |
|
|
785,037 |
|
1,106,332 |
| Non-controlling interests |
|
|
936,741 |
|
280,067 |
| Total equity |
|
|
1,721,778 |
|
1,386,399 |
| Current liabilities |
|
|
|
|
|
| Trade accounts payable |
|
|
19,725 |
|
22,776 |
| Ship management creditors |
|
|
14 |
|
181 |
| Amounts due to related parties |
|
|
26 |
|
196 |
| Derivative financial instruments, current portion |
|
|
2,834 |
|
11,202 |
| Other payables and accruals |
|
|
166,932 |
|
409,291 |
| Borrowings, current portion |
|
|
294,977 |
|
107,917 |
| Lease liabilities, current portion |
|
|
48,548 |
|
70,979 |
| Total current liabilities |
|
|
533,056 |
|
622,542 |
| Non-current liabilities |
|
|
|
|
|
| Derivative financial instruments, non-current portion |
|
|
5,498 |
|
— |
| Borrowings, non-current portion |
|
|
3,004,767 |
|
2,944,987 |
| Lease liabilities, non-current portion |
|
|
287,828 |
|
312,446 |
| Other non-current liabilities |
|
|
119,121 |
|
6,090 |
| Total non-current liabilities |
|
|
3,417,214 |
|
3,263,523 |
| Total equity and liabilities |
|
|
5,672,048 |
|
5,272,464 |
GasLog Ltd. and
its Subsidiaries
Unaudited condensed
consolidated statements of profit or loss
For
the three months and years ended December 31, 2022 and 2023
(Amounts
expressed in thousands of U.S. Dollars)
| |
|
|
|
For the three months ended |
|
For the years ended |
|
| |
|
|
|
December
31, 2022 |
|
December
31, 2023 |
|
December
31, 2022 |
|
December
31, 2023 |
|
| Revenues |
|
|
|
244,847 |
|
229,948 |
|
915,625 |
|
918,031 |
|
| Voyage expenses and commissions |
|
|
|
(4,135 |
) |
(289 |
) |
(14,260 |
) |
(14,507 |
) |
| Vessel
operating and supervision costs |
|
|
|
(45,417 |
) |
(44,199 |
) |
(170,591 |
) |
(162,790 |
) |
| Depreciation |
|
|
|
(58,565 |
) |
(61,222 |
) |
(228,639 |
) |
(238,711 |
) |
| Impairment
loss |
|
|
|
(11,376 |
) |
— |
|
(68,287 |
) |
(11,740 |
) |
| Gain/(loss) on disposal
of non-current assets |
|
|
|
338 |
|
— |
|
(406 |
) |
(2,058 |
) |
| General
and administrative expenses |
|
|
|
(12,399 |
) |
(7,061 |
) |
(35,007 |
) |
(34,934 |
) |
| Profit from operations |
|
|
|
113,293 |
|
117,177 |
|
398,435 |
|
453,291 |
|
| Financial
costs |
|
|
|
(58,502 |
) |
(92,514 |
) |
(184,675 |
) |
(287,068 |
) |
| Financial income |
|
|
|
2,625 |
|
2,139 |
|
4,118 |
|
14,879 |
|
| Gain
on derivatives |
|
|
|
7,465 |
|
4,628 |
|
74,807 |
|
13,011 |
|
| Share of profit of associates |
|
|
|
3,822 |
|
6 |
|
4,562 |
|
2,190 |
|
| Total
other expenses, net |
|
|
|
(44,590 |
) |
(85,741
|
) |
(101,188 |
) |
(256,988 |
) |
| Profit for the period |
|
|
|
68,703 |
|
31,436 |
|
297,247 |
|
196,303 |
|
| Attributable
to: |
|
|
|
|
|
|
|
|
|
|
|
| Owners of the Group |
|
|
|
39,009 |
|
24,504 |
|
207,450 |
|
128,845 |
|
| Non-controlling
interests |
|
|
|
29,694 |
|
6,932
|
|
89,797 |
|
67,458
|
|
| |
|
|
|
68,703 |
|
31,436 |
|
297,247 |
|
196,303 |
|
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements
of cash flows
For the years ended December 31,
2022 and 2023
(Amounts expressed in thousands of
U.S. Dollars)
| |
|
|
|
For the years ended |
| |
|
|
|
December 31,
2022 |
|
December 31,
2023 |
|
| Cash flows
from operating activities: |
|
|
|
|
|
|
|
|
|
|
| Profit for the year |
|
|
|
|
|
297,247 |
|
|
196,303 |
|
| Adjustments for: |
|
|
|
|
|
|
|
|
|
|
| Depreciation |
|
|
|
|
|
228,639 |
|
|
238,711 |
|
| Impairment loss |
|
|
|
|
|
68,287 |
|
|
11,740 |
|
| Loss on disposal of non-current assets |
|
|
|
|
|
406 |
|
|
2,058 |
|
| Share of profit of associates |
|
|
|
|
|
(4,562 |
) |
|
(2,190 |
) |
| Financial income |
|
|
|
|
|
(4,118 |
) |
|
(14,879 |
) |
| Financial costs |
|
|
|
|
|
184,675 |
|
|
287,068 |
|
| Gain on derivatives (excluding realized loss/gain
on forward foreign exchange contracts held for trading) |
|
|
|
|
|
(80,742 |
) |
|
(10,520 |
) |
| Share-based compensation |
|
|
|
|
|
760 |
|
|
1,357 |
|
| |
|
|
|
|
|
690,592 |
|
|
709,648 |
|
| Movements in working capital |
|
|
|
|
|
8,320 |
|
|
(21,078 |
) |
| Net cash provided by operating activities |
|
|
|
|
|
698,912 |
|
|
688,570 |
|
| Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
| Payments for tangible fixed assets and vessels
under construction |
|
|
|
|
|
(193,464 |
) |
|
(227,736 |
) |
| Proceeds from sale and sale and leasebacks of tangible
fixed assets, net |
|
|
|
|
|
225,429 |
|
|
331,998 |
|
| Proceeds from FSRU forthcoming sale |
|
|
|
|
|
108,632 |
|
|
136,949 |
|
| Other investments |
|
|
|
|
|
(753 |
) |
|
(13,493 |
) |
| Payments for right-of-use assets |
|
|
|
|
|
(25 |
) |
|
(10,136 |
) |
| Dividends received from associate |
|
|
|
|
|
— |
|
|
1,175 |
|
| Purchase of short-term cash deposits |
|
|
|
|
|
(61,000 |
) |
|
(117,144 |
) |
| Maturity of short-term cash deposits |
|
|
|
|
|
25,000 |
|
|
143,144 |
|
| Financial income received |
|
|
|
|
|
3,554 |
|
|
14,813 |
|
| Net cash provided by investing activities |
|
|
|
|
|
107,373 |
|
|
259,570 |
|
| Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
| Proceeds from loans and bonds, net of discount |
|
|
|
|
|
374,659 |
|
|
2,431,355 |
|
| Loan and bond repayments |
|
|
|
|
|
(729,849 |
) |
|
(2,676,420 |
) |
| Principal elements of lease payments |
|
|
|
|
|
(42,262 |
) |
|
(62,858 |
) |
| Interest paid |
|
|
|
|
|
(164,499 |
) |
|
(252,917 |
) |
| Release of cash collaterals for swaps |
|
|
|
|
|
990 |
|
|
— |
|
| Payment of loan and bond
issuance costs, net |
|
|
|
|
|
(5,188 |
) |
|
(40,756 |
) |
| Proceeds from interest
rate swaps termination |
|
|
|
|
|
— |
|
|
35,789 |
|
| Payment of equity raising
costs |
|
|
|
|
|
(20 |
) |
|
— |
|
| Merger consideration – Transaction (including
special distribution) |
|
|
|
|
|
— |
|
|
(316,234 |
) |
| Dividends paid (common and preference) |
|
|
|
|
|
(105,277 |
) |
|
(104,059 |
) |
| Repurchase of GasLog’s Series A Preference
Shares and GasLog Partners’ preference units |
|
|
|
|
|
(49,244 |
) |
|
(1,440 |
) |
| Partial redemption of Series A Preference Shares |
|
|
|
|
|
— |
|
|
(108,612 |
) |
| Net cash used in financing activities |
|
|
|
|
|
(720,690 |
) |
|
(1,096,152 |
) |
| Effects of exchange rate changes on cash and cash
equivalents |
|
|
|
|
|
445 |
|
|
1,097 |
|
| Increase/(decrease) in cash and cash equivalents |
|
|
|
|
|
86,040 |
|
|
(146,915 |
) |
| Cash and cash equivalents, beginning of the year |
|
|
|
|
|
282,246 |
|
|
368,286 |
|
| Cash and cash equivalents, end of the year |
|
|
|
|
|
368,286 |
|
|
221,371 |
|
EXHIBIT II
GasLog Ltd. and its Subsidiaries
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.
GasLog Ltd. and its Subsidiaries
Reconciliation
of Profit to EBITDA and Adjusted EBITDA:
(Amounts expressed in thousands of
U.S. Dollars)
| |
|
|
|
For the three months ended |
|
For the years ended |
|
| |
|
|
|
December 31,
2022 |
|
December 31,
2023 |
|
December 31,
2022 |
|
December 31,
2023 |
|
| Profit for the period |
|
|
|
|
|
68,703 |
|
|
31,436 |
|
|
297,247 |
|
|
196,303 |
|
| Depreciation |
|
|
|
|
|
58,565 |
|
|
61,222 |
|
|
228,639 |
|
|
238,711 |
|
| Financial
costs |
|
|
|
|
|
58,502 |
|
|
92,514 |
|
|
184,675 |
|
|
287,068 |
|
| Financial income |
|
|
|
|
|
(2,625 |
) |
|
(2,139 |
) |
|
(4,118 |
) |
|
(14,879 |
) |
| Gain on derivatives |
|
|
|
|
|
(7,465 |
) |
|
(4,628 |
) |
|
(74,807 |
) |
|
(13,011 |
) |
| EBITDA |
|
|
|
|
|
175,680 |
|
|
178,405 |
|
|
631,636 |
|
|
694,192 |
|
| Foreign exchange losses/(gains),
net |
|
|
|
|
|
695 |
|
|
(667 |
) |
|
463 |
|
|
946 |
|
| Restructuring costs |
|
|
|
|
|
3,332 |
|
|
109 |
|
|
5,017 |
|
|
235 |
|
| Transaction
Costs |
|
|
|
|
|
5 |
|
|
801 |
|
|
845 |
|
|
5,408 |
|
| Impairment loss |
|
|
|
|
|
11,376 |
|
|
— |
|
|
68,287 |
|
|
11,740 |
|
| (Gain)/loss
on disposal of non-current assets |
|
|
|
|
|
(338 |
) |
|
— |
|
|
406 |
|
|
2,058 |
|
| Adjusted
EBITDA |
|
|
|
|
|
190,750 |
|
|
178,648 |
|
|
706,654 |
|
|
714,579 |
|
GasLog Ltd. and its Subsidiaries
Reconciliation of Profit to Adjusted
Profit:
(Amounts expressed in thousands of
U.S. Dollars)
| |
|
|
|
For the three months ended |
|
For the years ended |
|
| |
|
|
|
December 31,
2022 |
|
December 31,
2023 |
|
December 31,
2022 |
|
December 31,
2023 |
|
| Profit for the period |
|
|
|
|
|
68,703 |
|
|
31,436 |
|
|
297,247 |
|
|
196,303 |
|
| Non-cash (gain)/loss on derivatives |
|
|
|
|
|
(7,263 |
) |
|
(4,899 |
) |
|
(92,807 |
) |
|
767 |
|
| Write-off
of unamortized loan fees |
|
|
|
|
|
360 |
|
|
27,316 |
|
|
1,804 |
|
|
30,840 |
|
| Foreign exchange losses/(gains), net |
|
|
|
|
|
695 |
|
|
(667 |
) |
|
463 |
|
|
946 |
|
| Restructuring costs |
|
|
|
|
|
3,332 |
|
|
109 |
|
|
5,017 |
|
|
235 |
|
| Transaction Costs |
|
|
|
|
|
5 |
|
|
801 |
|
|
845 |
|
|
5,408 |
|
| Impairment loss |
|
|
|
|
|
11,376 |
|
|
— |
|
|
68,287 |
|
|
11,740 |
|
| (Gain)/loss on disposal of non-current assets |
|
|
|
|
|
(338 |
) |
|
— |
|
|
406 |
|
|
2,058 |
|
| Unrealized foreign exchange
gains, net on cash |
|
|
|
|
|
(1,301 |
) |
|
(826 |
) |
|
(445 |
) |
|
(1,097 |
) |
| Adjusted
Profit |
|
|
|
|
|
75,569 |
|
|
53,270 |
|
|
280,817 |
|
|
247,200 |
|
GasLog (NYSE:GLOG-A)
Historical Stock Chart
From Mar 2024 to Apr 2024
GasLog (NYSE:GLOG-A)
Historical Stock Chart
From Apr 2023 to Apr 2024
