Exhibit 99.2
Financial Report for the Three Months and Six Months Ended June 30, 2012
Management’s Discussion and Analysis of Financial Condition and Results of Operation
The following is a discussion of our financial condition and results of operations for the three and six month periods ended June 30, 2012 and 2011. Unless otherwise specified herein, references to “GasLog”, the “Company”, the “Group”, “we”, “our” or “us” shall include GasLog Ltd. and its subsidiaries. You should read this section in conjunction with our unaudited interim condensed consolidated financial statements and related notes included elsewhere in this report. For additional information relating to our management’s discussion and analysis of financial condition and results of operation, please see our Prospectus filed with the SEC on April 2, 2012. This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. See also discussion in the section entitled “Forward-Looking Statements” below.
Forward-Looking Statements
The disclosure and analysis set forth in this report includes assumptions, expectations, projections, intentions and beliefs about future events in a number of places, particularly in relation to our operations, cash flows, financial position, plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. These statements are intended as “forward-looking statements”. In some cases, predictive, future-tense or forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could” and “expect” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.
We caution that these and other forward-looking statements included in this report represent our estimates and assumptions only as of the date of this report and are not intended to give any assurance as to future results. Many of the forward-looking statements included in this report are based on our assumptions about factors that are beyond our ability to control or predict. Assumptions, expectations, projections, intentions and beliefs about future events may, and often do, vary from actual results and these differences can be material. As a result, the forward-looking events discussed in this report might not occur and our actual results may differ materially from those anticipated in the forward-looking statements. 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 report, whether as a result of new information, future events, a change in our views or expectations or otherwise. 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.
Recent Developments
Fleet Update
The two fully owned ships delivered to us in 2010, theGasLog Savannah and theGasLog Singapore, currently on multi-year charters to a subsidiary of BG Group Plc (“BG Group”), continue to operate without any off-hire during the quarter ended June 30, 2012, thereby achieving full utilization for the period.
As of June 30, 2012, the eight ships under construction at Samsung Heavy Industries, with delivery planned for various dates between 2013 and 2015, were on schedule and within budget.
Completion of the Initial Public Offering (“IPO”)
GasLog completed its initial public offering on April 4, 2012, at which time GasLog issued 23,761,670 common shares and received the net proceeds of the public offering (after underwriting discounts and offering expenses) and a concurrent private placement of approximately $309.78 million.
Overview
We are an international owner, operator and manager of liquefied natural gas (“LNG”) carriers. Our owned fleet consists of 10 wholly owned LNG carriers, including two ships delivered to us in 2010 and eight LNG carriers on order to be constructed. We currently manage and operate 14 LNG carriers, and we are supervising the construction of our eight newbuilding ships. We have secured multi-year time charter contracts for the two ships delivered to us in 2010 and six of our newbuilding ships on order that from June 30, 2012 provide total contracted revenue in excess of $1.2 billion during their initial terms, which expire between 2015 and 2021.
In addition to our committed order book, we have options to purchase two additional LNG carriers from Samsung Heavy Industries that expire in 2012, and we have a 25% interest in an additional ship, the Methane Nile Eagle, a 2007-built LNG carrier owned by Egypt LNG Shipping Ltd. (“Egypt LNG”) and technically managed by us that is currently operating under a 20-year time charter to a subsidiary of BG Group. The information about our owned fleet presented in this report does not include our ownership interest in the Methane Nile Eagle. We manage our business and analyze and report our results of operations on the basis of two segments: vessel ownership and vessel management. Our vessel ownership segment generates revenues by chartering our ships to customers on multi-year time charters. Our vessel management segment, the operations of which are carried out through our wholly owned subsidiary GasLog LNG Services Ltd. (“GasLog LNG Services”), generates revenues by offering plan approval and construction supervision services in connection with newbuilding LNG carriers and providing technical ship management services, including crewing, training, maintenance, regulatory and classification compliance and health, safety, security and environmental (“HSSE”), management and reporting, for our owned fleet as well as the ships in our managed fleet.
We expect to continue to expand our staffing levels in 2012 as we prepare for the delivery of five additional vessels in 2013 and incur increased general and administrative expenses associated with being a public company. At the same time, since none of our newbuildings will be delivered before 2013, we expect our revenue for 2012 to increase only modestly in 2012 over 2011. Accordingly, we expect that for 2012 our profit will be significantly lower than the $13.72 million recorded in 2011.
1
Results of Operations & Segment Performance
Three month period ended June 30, 2012 compared to the three month period ended June 30, 2011
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| Three month period ended June 30, 2012 |
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| Vessel |
| Vessel |
| Unallocated(1) |
| Eliminations |
| Total |
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| (in thousands of U.S. dollars) |
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Statement of income by segment |
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Revenues from external customers |
| $ | 13,994 |
| $ | 2,713 |
| $ | — |
| $ | — |
| $ | 16,707 |
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Inter-segment revenues |
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| — |
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| 1,136 |
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| — |
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| (1,136 | ) |
| — |
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Total revenues |
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| 13,994 |
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| 3,849 |
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| — |
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| (1,136 | ) |
| 16,707 |
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Vessel operating and supervision costs |
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| (2,419 | ) |
| (1,740 | ) |
| — |
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| 934 |
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| (3,225 | ) |
Depreciation of fixed assets |
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| (3,136 | ) |
| (80 | ) |
| (33 | ) |
| — |
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| (3,250 | ) |
General and administrative expenses |
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| (435 | ) |
| (2,340 | ) |
| (3,534 | ) |
| — |
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| (6,309 | ) |
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Profit/(loss) from operations |
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| 8,004 |
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| (312 | ) |
| (3,567 | ) |
| (202 | ) |
| 3,923 |
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Financial costs |
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| (2,927 | ) |
| (15 | ) |
| (4 | ) |
| — |
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| (2,946 | ) |
Financial income |
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| 63 |
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| — |
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| 381 |
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| — |
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| 444 |
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Loss on interest rate swaps, net |
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| (5,348 | ) |
| — |
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| — |
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| — |
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| (5,348 | ) |
Share of profit of associate |
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| 375 |
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| — |
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| — |
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| — |
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| 375 |
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Profit/(loss) for the period |
| $ | 166 |
| $ | (326 | ) | $ | (3,190 | ) | $ | (202 | ) | $ | (3,552 | ) |
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| (1) | Unallocated items consist of expenses of GasLog Ltd. related to corporate administrative functions and compensation paid to senior management. |
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| Three month period ended June 30, 2011 |
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| Vessel |
| Vessel |
| Unallocated(1) |
| Eliminations |
| Total |
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| (in thousands of U.S. dollars) |
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Statement of income by segment |
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Revenues from external customers |
| $ | 13,829 |
| $ | 2,642 |
| $ | — |
| $ | — |
| $ | 16,471 |
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Inter-segment revenues |
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| — |
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| 793 |
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| — |
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| (793 | ) |
| — |
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Total revenues |
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| 13,829 |
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| 3,435 |
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| — |
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| (793 | ) |
| 16,471 |
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Vessel operating and supervision costs |
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| (2,283 | ) |
| (1,039 | ) |
| — |
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| 256 |
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| (3,066 | ) |
Depreciation of fixed assets |
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| (3,153 | ) |
| (36 | ) |
| (15 | ) |
| — |
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| (3,203 | ) |
General and administrative expenses |
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| (522 | ) |
| (1,783 | ) |
| (1,965 | ) |
| 537 |
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| (3,734 | ) |
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Profit/(loss) from operations |
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| 7,870 |
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| 578 |
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| (1,980 | ) |
| — |
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| 6,468 |
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Financial costs |
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| (2,340 | ) |
| (9 | ) |
| (2 | ) |
| — |
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| (2,350 | ) |
Financial income |
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| 4 |
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| 2 |
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| — |
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| — |
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| 6 |
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Share of profit of associate |
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| 350 |
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| — |
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| — |
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| — |
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| 350 |
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Profit/(loss) for the period |
| $ | 5,884 |
| $ | 571 |
| $ | (1,982 | ) | $ | — |
| $ | 4,474 |
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| (1) | Unallocated items consist of expenses of GasLog Ltd. related to corporate administrative functions and compensation paid to senior management. |
During each of the three month periods ended June 30, 2012 and 2011, we had an average of 2.0 ships operating in our owned fleet and an average of 14.0 ships operating under our technical management (including our 2.0 owned ships). During the three month period ended June 30, 2012, we had an average of 4.1 owned ships under construction supervision, as compared to the three month period ended June 30, 2011 when we had no ships under construction supervision.
2
Revenues:
Revenues increased by 1.46%, or $0.24 million, to $16.71 million during the three month period ended June 30, 2012, from $16.47 million during the three month period ended June 30, 2011. The increase is attributable to an increase in revenues in the vessel ownership segment of $0.16 million and an increase in revenues in the vessel management segment from external customers of $0.07 million.
Vessel ownership segment: In our vessel ownership segment, revenues increased by 1.16%, or $0.16 million, to $13.99 million during the three month period ended June 30, 2012, from $13.83 million during the three month period ended June 30, 2011. The increase is due to the extension of the charter party agreements for the two owned ships in May 2011, which increased the amount of revenue recorded on a straight-line basis.
Vessel management segment: Revenues of GasLog LNG Services increased by 11.92%, or $0.41 million, to $3.85 million from $3.44 million, of which $2.71 million and $2.64 million was from external customers, during the three month periods ended June 30, 2012 and 2011, respectively. The increase in revenue from external customers of $0.07 million is mainly attributable to a $0.57 million increase from various new assignments with existing customers, offset by a decrease of $0.50 million in revenues derived from professional services fees. The increase of $0.34 million in inter-segment revenues is mainly attributable to an increase of $0.91 million in revenue from newbuilding supervision, partially offset by a decrease of $0.54 million in consultancy services fees charged to the vessel ownership segment since the consultancy services were terminated in June 2011. Revenues from newbuilding supervision and consultancy services are eliminated on a Group basis. The newbuilding supervision program will be effective until 2015 when all of our Group newbuildings will be delivered.
Vessel Operating and Supervision Costs:
Vessel operating and supervision costs increased by 5.21%, or $0.16 million, to $3.23 million during the three month period ended June 30, 2012, from $3.07 million during the three month period ended June 30, 2011. The increase is mainly attributable to an increase of $0.14 million in in the vessel ownership segment.
Vessel ownership segment: Vessel operating costs in this segment increased by 6.14%, or $0.14 million, to $2.42 million during the three month period ended June 30, 2012, from $2.28 million during the three month period ended June 30, 2011, primarily due to increased technical maintenance expenses and seamen travel expenses.
Vessel management segment: Vessel operating and supervision costs of GasLog LNG Services increased by 67.31%, or $0.70 million, to $1.74 million during the three month period ended June 30, 2012, from $1.04 million during the three month period ended June 30, 2011, due to increased training and familiarization costs for the seamen that will join the newbuilding vessels upon delivery, and new hires in order to fulfill new requirements from our existing customers.
General and Administrative Expenses:
General and administrative expenses increased by 69.17%, or $2.58 million, to $6.31 million during the three month period ended June 30, 2012, from $3.73 million during the three month period ended June 30, 2011. The increase is mainly attributable to an increase in unallocated general and administrative expenses.
Vessel ownership segment: General and administrative expenses in the segment decreased slightly by 15.38%, or $0.08 million, to $0.44 million during the three month period ended June 30, 2012, from $0.52 million during the three month period ended June 30, 2011. The decrease derives mainly from the decrease of $0.54 million in consultancy services fees charged by the vessel management segment, partially offset by a $0.44 million increase in foreign exchange costs. The consultancy fees were recorded as revenue of the vessel management segment and eliminated on consolidation. The consultancy services agreement was terminated in June 2011.
Vessel management segment: General and administrative expenses in the segment increased by 31.46%, or $0.56 million, to $2.34 million during the three month period ended June 30, 2012, from $1.78 million during the three month period ended June 30, 2011. The increase in general and administrative expenses is attributable to an increase of $0.45 million in equity-settled compensation expense attributable to the segment, mainly due to the accelerated vesting of the outstanding subsidiary manager shares upon completion of the IPO, as well as an increase of $0.24 million in other personnel costs due to new hires in order to fulfill new requirements from our existing customers, partially offset by a decrease of $0.13 million in other general and administrative expenses.
Unallocated: Unallocated general and administrative expenses increased by 79.19%, or $1.56 million, to $3.53 million during the three month period ended June 30, 2012, from $1.97 million during the three month period ended June 30, 2011. The increase is mainly attributable to (a) an increase of $0.40 million in equity-settled compensation expense mainly due to the accelerated vesting of the outstanding manager shares upon completion of the IPO, (b) $0.13 million in directors’ fees recognized during the second quarter of 2012, (c) an increase of $0.34 million in travel expenses, (d) an increase of $0.34 million in legal and professional fees and (e) an increase of $0.42 million in foreign exchange costs. The increase in travel expenses and legal and professional fees is due to the increased requirements for being a public company.
Financial Costs:
Financial costs increased by 25.53%, or $0.60 million, to $2.95 million during the three month period ended June 30, 2012, from $2.35 million during the three month period ended June 30, 2011. The increase is mainly attributable to the increase in financial costs of the vessel ownership segment.
Vessel ownership segment: Financial costs in the segment increased by 25.21%, or $0.59 million, to $2.93 million during the three month period ended June 30, 2012, from $2.34 million during the three month period ended June 30, 2011, as a result of interest expense on the indebtedness used to finance the purchase of the GasLog Savannah and the GasLog Singapore. During the three month period ended June 30, 2012, we had an average of $272.58 million of outstanding indebtedness with a weighted average interest rate of 3.96%, and during the three month period ended June 30, 2011, we had an average of $300.04 million of outstanding indebtedness with a weighted average interest rate of 2.77%. The increase in average interest rate is due to the Group entering into an additional fixed interest rate swap agreement related to the GAS-one Ltd. facility in October 2011.
3
Financial Income:
Financial income increased by $0.43 million, to $0.44 million during the three month period ended June 30, 2012, from $0.01 million during the three month period ended June 30, 2011. The increase is mainly attributable to increased interest income from fixed time deposits due to the increase in cash and cash equivalents and short term investments following the IPO.
Loss on Interest Rate Swaps, Net:
A net loss of $5.35 million on interest rate swaps was recognized in the three month period ended June 30, 2012 and is attributable to the vessel ownership segment.
Vessel ownership segment: In our vessel ownership segment, a net loss of $5.35 million on interest rate swaps was recognized in the three month period ended June 30, 2012 as a result of (a) a $4.09 million loss from the mark-to-market valuation of six interest rate swaps signed in 2012 and carried at fair value through profit and loss, (b) a $1.22 million loss recognized at the inception of three interest rate swaps signed in the second quarter of 2012 and designated as cash flow hedging instruments and (c) $0.04 million loss relating to the ineffective portion of the changes in the fair value of all interest rate swaps designated as cash flow hedging instruments.
Profit/(Loss) for the Period:
Profit decreased by $8.02 million, to $3.55 million loss for the three month period ended June 30, 2012, from $4.47 million profit for the three month period ended June 30, 2011. This is largely attributable to the $5.35 million net loss on interest rate swaps, which contributed to a $5.71 million decrease in the profit of the vessel ownership segment, to $0.17 million for the three month period ended June 30, 2012, from $5.88 million for the three month period ended June 30, 2011. In addition, there was a $1.21 million increase in unallocated loss, which is mainly attributable to increased unallocated general and administrative expenses. The unallocated loss was $3.19 million for the three month period ended June 30, 2012 compared to $1.98 million for the three month period ended June 30, 2011. The decrease in profit was further affected by a $0.90 million decrease in profit attributable to the vessel management segment to $0.33 million loss for the three month period ended June 30, 2012, compared to $0.57 million profit for the three month period ended June 30, 2011.
Six month period ended June 30, 2012 compared to the six month period ended June 30, 2011
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| Six month period ended June 30, 2012 |
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| Vessel |
| Vessel |
| Unallocated(1) |
| Eliminations |
| Total |
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| (in thousands of U.S. dollars) |
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Statement of income by segment |
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Revenues from external customers |
| $ | 27,986 |
| $ | 5,323 |
| $ | — |
| $ | — |
| $ | 33,309 |
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Inter-segment revenues |
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| — |
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| 2,122 |
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| — |
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| (2,122 | ) |
| — |
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Total revenues |
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| 27,986 |
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| 7,445 |
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| — |
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| (2,122 | ) |
| 33,309 |
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Vessel operating and supervision costs |
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| (4,838 | ) |
| (3,678 | ) |
| — |
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| 1,803 |
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| (6,713 | ) |
Depreciation of fixed assets |
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| (6,272 | ) |
| (151 | ) |
| (62 | ) |
| — |
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| (6,485 | ) |
General and administrative expenses |
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| (434 | ) |
| (4,150 | ) |
| (6,910 | ) |
| — |
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| (11,494 | ) |
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Profit/(loss) from operations |
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| 16,442 |
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| (534 | ) |
| (6,972 | ) |
| (319 | ) |
| 8,618 |
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Financial costs |
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| (5,919 | ) |
| (27 | ) |
| (8 | ) |
| — |
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| (5,954 | ) |
Financial income |
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| 63 |
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| — |
|
| 381 |
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| — |
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| 444 |
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Loss on interest rate swaps, net |
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| (5,246 | ) |
| — |
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| — |
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| — |
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| (5,246 | ) |
Share of profit of associate |
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| 758 |
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| — |
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| — |
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| — |
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| 758 |
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Profit/(loss) for the period |
| $ | 6,097 |
| $ | (561 | ) | $ | (6,599 | ) | $ | (319 | ) | $ | (1,381 | ) |
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| (1) | Unallocated items consist of expenses of GasLog Ltd. related to corporate administrative functions and compensation paid to senior management. |
4
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| Six month period ended June 30, 2011 |
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| Vessel |
| Vessel |
| Unallocated(1) |
| Eliminations |
| Total |
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| (in thousands of U.S. dollars) |
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Statement of income by segment |
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Revenues from external customers |
| $ | 27,530 |
| $ | 5,227 |
| $ | — |
| $ | — |
| $ | 32,757 |
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Inter-segment revenues |
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| — |
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| 1,287 |
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| — |
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| (1,287 | ) |
| — |
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Total revenues |
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| 27,530 |
|
| 6,514 |
|
| — |
|
| (1,287 | ) |
| 32,757 |
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| ||||||||||
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Vessel operating and supervision costs |
|
| (4,725 | ) |
| (1,870 | ) |
| — |
|
| 482 |
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| (6,112 | ) |
Depreciation of fixed assets |
|
| (6,306 | ) |
| (70 | ) |
| (29 | ) |
| — |
|
| (6,406 | ) |
General and administrative expenses |
|
| (871 | ) |
| (3,327 | ) |
| (3,361 | ) |
| 805 |
|
| (6,754 | ) |
|
|
|
|
|
|
| ||||||||||
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
Profit/(loss) from operations |
|
| 15,628 |
|
| 1,247 |
|
| (3,390 | ) |
| — |
|
| 13,484 |
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Financial costs |
|
| (4,664 | ) |
| (18 | ) |
| (4 | ) |
| — |
|
| (4,686 | ) |
Financial income |
|
| 25 |
|
| 4 |
|
| — |
|
| — |
|
| 29 |
|
Share of profit of associate |
|
| 657 |
|
| — |
|
| — |
|
| — |
|
| 657 |
|
|
|
|
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|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
| $ | 11,646 |
| $ | 1,233 |
| $ | (3,394 | ) | $ | — |
| $ | 9,485 |
|
|
|
|
|
|
|
|
|
|
|
| (1) | Unallocated items consist of expenses of GasLog Ltd. related to corporate administrative functions and compensation paid to senior management. |
During each of the six month periods ended June 30, 2012 and 2011, we had an average of 2.0 ships operating in our owned fleet and an average of 14.0 ships operating under our technical management (including our 2.0 owned ships). During the six month period ended June 30, 2012, we had an average of 3.7 owned ships under construction supervision, as compared to the six month period ended June 30, 2011 when we had no ships under construction supervision.
Revenues:
Revenues increased by 1.68%, or $0.55 million, to $33.31 million during the six month period ended June 30, 2012, from $32.76 million during the six month period ended June 30, 2011. The increase is mainly attributable to an increase in revenues in the vessel ownership segment of $0.46 million.
Vessel ownership segment: In our vessel ownership segment, revenues increased by 1.67%, or $0.46 million, to $27.99 million during the six month period ended June 30, 2012, from $27.53 million during the six month period ended June 30, 2011. The increase is due to the extension of the charter party agreements for the two owned ships in May 2011, which increased the amount of revenue recorded in each period on a straight-line basis. In addition there were two more operating days in the first half of 2012.
Vessel management segment: Revenues of GasLog LNG Services increased by 14.44%, or $0.94 million, to $7.45 million, from $6.51 million, of which $5.32 million and $5.23 million was from external customers, during the six month periods ended June 30, 2012 and 2011, respectively. The increase in revenue from external customers of $0.09 million is mainly attributable to a $0.98 million increase from various new assignments with existing customers, offset by a decrease of $0.88 million in revenues derived from professional services fees mainly due to the performance bonus we received from BG Group for the management of its ships in the first half of 2011. The increase of $0.84 million in inter-segment revenues is mainly attributable to an increase of $1.65 million in revenue from newbuilding supervision, partially offset by a decrease of $0.80 million in consultancy services fees charged to the vessel ownership segment since the consultancy services were terminated in June 2011. Revenues from newbuilding supervision and consultancy services are eliminated on a Group basis. The newbuilding supervision program will be effective until 2015 when all of our Group newbuildings will be delivered.
Vessel Operating and Supervision Costs:
Vessel operating and supervision costs increased by 9.82%, or $0.60 million, to $6.71 million during the six month period ended June 30, 2012, from $6.11 million during the six month period ended June 30, 2011. The increase is mainly attributable to an increase of $0.46 million in personnel related expenses due to new hires in order to fulfill new requirements from our existing customers.
5
Vessel ownership segment: Vessel operating costs in this segment increased slightly by 2.33%, or $0.11 million, to $4.84 million during the six month period ended June 30, 2012, from $4.73 million during the six month period ended June 30, 2011, primarily due to increased technical maintenance expenses.
Vessel management segment: Vessel operating and supervision costs of GasLog LNG Services increased by 96.79%, or $1.81 million, to $3.68 million during the six month period ended June 30, 2012, from $1.87 million during the six month period ended June 30, 2011, due to increased training and familiarization costs for the seamen that will join the newbuilding vessels upon delivery, and new hires in order to fulfill new requirements from our existing customers during the first half of 2012.
General and Administrative Expenses:
General and administrative expenses increased by 70.22%, or $4.74 million, to $11.49 million during the six month period ended June 30, 2012, from $6.75 million during the six month period ended June 30, 2011. The increase is mainly attributable to an increase in unallocated general and administrative expenses.
Vessel ownership segment: General and administrative expenses in the segment decreased by 50.57%, or $0.44 million, to $0.43 million during the six month period ended June 30, 2012, from $0.87 million during the six month period ended June 30, 2011. Out of the $0.87 million in general and administrative expenses allocated to the vessel ownership segment for the first half of 2011, $0.80 million was attributable to fees paid by the vessel ownership segment to the vessel management segment in connection with consultancy services relating to newbuilding vessels under construction during 2011. These consultancy fees were recorded as revenue of the vessel management segment and eliminated on consolidation. The consultancy services agreement was terminated in June 2011. The decrease in general and administrative expenses of $0.44 million derives mainly from the aforementioned decrease in consultancy services fees, partially offset by an increase of $0.40 million in foreign exchange costs.
Vessel management segment: General and administrative expenses in the segment increased by 24.62%, or $0.82 million, to $4.15 million during the six month period ended June 30, 2012, from $3.33 million during the six month period ended June 30, 2011. The increase in general and administrative expenses is attributable to an increase of $0.45 million in equity-settled compensation expense attributable to the segment due to the accelerated vesting of the outstanding subsidiary manager shares upon completion of the IPO, an increase of $0.11 million in legal and professional fees and an increase of $0.19 million in payroll expenses due to new hires in order to fulfill new requirements from our existing customers during the first half of 2012.
Unallocated: Unallocated general and administrative expenses increased by 105.65%, or $3.55 million, to $6.91 million during the six month period ended June 30, 2012, from $3.36 million during the six month period ended June 30, 2011. The increase is attributable to (a) an increase of $0.47 million in personnel costs, mainly due to an increase in bonuses granted during the six month period ended June 30, 2012, an increase in the number of employees and an increase in other personnel-related expenses related to the planned expansion of our owned fleet, (b) an increase of $0.93 million in equity-settled compensation expense due to the accelerated vesting of manager shares held by our former chief executive officer in January 2012 and the accelerated vesting of the remaining outstanding manager shares upon completion of the IPO, (c) $0.43 million in directors’ fees recognized during the first half of 2012, (d) an increase of $0.46 million in travel expenses, (e) an increase of $0.43 million in foreign exchange costs, (f) an increase of $0.47 million in legal and professional fees, (g) an increase of $0.35 million in managers liability insurance and (h) $0.01 million increase in other unallocated expenses.
Financial Costs:
Financial costs increased by 26.87%, or $1.26 million, to $5.95 million during the six month period ended June 30, 2012, from $4.69 million during the six month period ended June 30, 2011. The increase is mainly attributable to the increase in financial costs of the vessel ownership segment.
Vessel ownership segment: Financial costs in the segment increased by 27.04%, or $1.26 million, to $5.92 million during the six month period ended June 30, 2012, from $4.66 million during the six month period ended June 30, 2011, as a result of interest expense on the indebtedness used to finance the purchase of the GasLog Savannah and the GasLog Singapore. During the six month period ended June 30, 2012, we had an average of $276.04 million of outstanding indebtedness with a weighted average interest rate of 3.96%, and during the six month period ended June 30, 2011, we had an average of $303.79 million of outstanding indebtedness with a weighted average interest rate of 2.78%. The increase in average interest rate is due to the Group entering into an additional fixed interest rate swap agreement related to the GAS-one Ltd. facility in October 2011.
Financial Income:
Financial income increased by $0.41 million, to $0.44 million during the six month period ended June 30, 2012, from $0.03 million during the six month period ended June 30, 2011. The increase is mainly attributable to increased interest income from fixed time deposits due to the increase in cash and cash equivalents and short term investments following the IPO.
Loss on Interest Rate Swaps, Net:
A net loss of $5.25 million on interest rate swaps was recognized in the six month period ended June 30, 2012 and is attributable to the vessel ownership segment.
Vessel ownership segment: In our vessel ownership segment, a net loss of $5.25 million on interest rate swaps was recognized in the six month period ended June 30, 2012 as a result of (a) a $3.13 million loss from the mark-to-market valuation of six interest rate swaps signed in 2012 and carried at fair value through profit and loss, (b) $2.06 million loss recognized at the inception of four interest rate swaps signed in 2012 and designated as cash flow hedging instruments and (c) a $0.05 million loss relating to the ineffective portion of the changes in the fair value of all interest rate swaps designated as cash flow hedging instruments.
Profit/(Loss) for the Period:
Profit decreased by 114.54%, or $10.87 million, to $1.38 million loss for the six month period ended June 30, 2012, from $9.49 million profit for the six month period ended June 30, 2011. This is largely attributable to the $5.25 million net loss on interest rate swaps, which contributed to a $5.55 million decrease in the profit of the vessel ownership segment, to $6.10 million for the six month period ended June 30, 2012, from $11.65 million for the six month period ended June 30, 2011. In addition, there was a $3.21 million increase in unallocated loss, which is mainly attributable to increased unallocated general and administrative expenses. The unallocated loss was $6.60 million for the six month period ended June 30, 2012, compared to $3.39 million for the six month period ended June 30, 2011. The decrease in profit was further affected by a $1.79 million decrease in profit attributable to the vessel management segment to $0.56 million loss for the six month period ended June 30, 2012, compared to $1.23 million profit for the six month period ended June 30, 2011 which is mainly attributable to the increased supervision costs.
6
Customers
Historically, we have derived nearly all of our revenues from one customer, BG Group. For the six month period ended June 30, 2012, we received 98% of our revenues from BG Group, 1% of our revenues from Egypt LNG (an entity in which we have a 25% ownership interest), and 1% from another customer. For the six month period ended June 30, 2011, we received 99% of our revenues from BG Group and 1% of our revenues from Egypt LNG. Royal Dutch Shell plc (“Shell”) will become a customer upon delivery to us from the shipyard (scheduled for dates in 2013 and 2014) of the two newbuildings that will be chartered to one of its subsidiaries.
Seasonality
Since our owned ships are employed under multi-year, fixed-rate charter arrangements, seasonal trends do not impact the revenues earned by our vessel ownership segment during the year. Seasonality also does not have a significant impact on revenues earned by our vessel management segment, as we provide technical ship management and ship construction supervision services under fixed-rate agreements.
Additionally, our business is not subject to seasonal borrowing requirements.
Liquidity and Capital Resources
Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity. Cash and cash equivalents are held primarily in U.S. dollars with approximately 21% held in euros as of June 30, 2012. We have not made use of derivative instruments other than for interest rate risk management purposes. Refer to Note 13 of our unaudited interim condensed financial statements for details on our interest rate swap arrangements.
As of June 30, 2012, we had $90.86 million of cash and cash equivalents, of which $3.35 million was held in a retention account in connection with the next installment and interest payment due under the credit facility entered into by our subsidiary GAS-two Ltd. and $53.77 million was held in time deposits. Moreover, as of June 30, 2012, we had $201.33 million held in time deposits with an initial duration of more than three months but less than a year that have been classified as short term investments.
Our sources of funds have been contributions from our shareholders, proceeds from sales of our shares, operating cash flows and long-term bank borrowings. The net proceeds from the IPO and the concurrent private placement completed on April 4, 2012, including the underwriting discount of $18.10 million and offering costs of $4.79 million, was $309.78 million. In February 2012, our pre-IPO shareholders made surplus capital contributions to us of $18.66 million to provide us with funding for installment payments on our newbuilding vessels.
As of June 30, 2012, we had an aggregate of $269.44 million of indebtedness outstanding under two credit agreements, of which $25.31 million is repayable within one year. In addition, we have signed four loan agreements for $1.13 billion in the aggregate. Borrowings under these four facilities will be used to finance a portion of the contract prices of our eight new LNG carriers on order.
Our primary liquidity needs are to fund our ship-operating expenses, finance the purchase and construction of our newbuilding ships and service our existing debt. The total contract price for our eight newbuilding ships on order is approximately $1.55 billion, of which $146.88 million has been paid as of June 30, 2012. The balance is payable under each shipbuilding contract in installments upon the attainment of certain specified milestones, with the largest portion of the purchase price for each ship coming due upon its delivery. We are scheduled to take delivery of the eight newbuilding ships on various dates in 2013, 2014 and 2015. As noted above, we have four unused loan facilities available to us aggregating $1.13 billion to finance a portion of the contract prices of our eight newbuildings. The balance of the total contract price will be funded by the proceeds from the IPO and concurrent private placement. We also have options to acquire two additional newbuilding LNG carriers, which options expire in 2012. In the event we decide to exercise these options, we expect to finance the costs with cash from operations and a combination of debt and equity financing.
Working Capital Position
Taking into account generally expected market conditions, we anticipate that cash flow generated from operations will be sufficient to fund our operations, including our working capital requirements, and to make the required principal and interest payments on our indebtedness during the next 12 months.
As of June 30, 2012, our current assets totaled $295.60 million while current liabilities totaled $37.70 million, resulting in a positive working capital position of $257.90 million.
Cash Flows
Six month period ended June 30, 2012 compared to the six month period ended June 30, 2011
The following table summarizes our net cash flows from operating, investing and financing activities for the periods indicated:
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| Six month period ended June 30, |
| ||||
|
|
| |||||
|
| 2011 |
| 2012 |
| ||
|
|
|
| ||||
|
| (in thousands of U.S. dollars) |
| ||||
Net cash from operating activities |
| $ | 9,304 |
| $ | 8,497 |
|
Net cash used in investing activities |
|
| (17,528 | ) |
| (241,620 | ) |
Net cash (used in)/from financing activities |
|
| (4,900 | ) |
| 304,477 |
|
7
Net Cash Used in / From Operating Activities
Net cash from operating activities was $8.50 million in the six month period ended June 30, 2012, compared to $9.30 million of net cash from operating activities during the six month period ended June 30, 2011. The decrease of $0.80 million was due to an increase of $1.39 million in cash paid for interest, an increase of $1.98 million in payments for general and administrative expenses, operating expenses and inventories and an increase of $0.22 million in security collaterals, which items were partly offset by an increase of $0.80 million in revenue collections and favorable changes in cash received and paid on behalf of ship management creditors amounting to $1.99 million.
Net Cash Used in Investing Activities
Net cash used in investing activities amounted to $241.62 million in the six month period ended June 30, 2012, which consists of $201.56 million in time deposits with initial durations of more than three months but less than a year, $40.24 million in payments for the construction costs of newbuilding ships and $0.86 million in payments for other tangible assets, partially offset by $0.95 million of dividends we received from Egypt LNG and $0.10 million of interest income received.
Net cash used in investing activities was $17.53 million in the six month period ended June 30, 2011, which consists of $18.81 million in payments for the construction costs of newbuilding ships and $0.03 million in payments for other tangible assets, partially offset by $0.79 million of dividends we received from Egypt LNG, $0.50 million we received from Egypt LNG as a return of capital contributions and $0.03 million of interest income received.
Net Cash Used in / From Financing Activities
Net cash from financing activities was $304.48 million in the six month period ended June 30, 2012, which consists of the net proceeds from the completion of the IPO and the concurrent private placement of $310.89 million and capital contributions of $18.66 million that we received from our pre-IPO shareholders, offset by scheduled bank loan repayments of $13.68 million and payment of loan issuance costs of $11.40 million.
Net cash used in financing activities was $4.90 million in the six month period ended June 30, 2011, which consists of bank loan repayments of $16.08 million and payment of $0.77 million in dividends to pre-IPO shareholders, offset by capital contributions of $11.95 million that we received from our pre-IPO shareholders.
Contracted Charter Revenues
The following table summarizes GasLog’s contracted charter revenues and vessel utilization within the vessel ownership segment for the next 10 years.
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| On and |
| For the years |
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| |||||||||||||||
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| 2012 |
| 2013 |
| 2014 |
| 2015 |
| 2016 -2021 |
| Total |
| ||||||
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|
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| ||||||||||||
|
| (in millions of U.S. dollars, except days and percentages) |
| ||||||||||||||||
Contracted time charter revenues(1)(2)(3)(4)(5) |
|
| 28 | (8) |
| 133 |
|
| 214 |
|
| 210 |
|
| 615 |
|
| 1,200 |
|
Total contracted days(1) |
|
| 368 |
|
| 1,742 |
|
| 2,831 |
|
| 2,768 |
|
| 7,885 |
|
| 15,594 |
|
Total available days(6) |
|
| 368 |
|
| 1,742 |
|
| 2,832 |
|
| 3,532 |
|
| 19,303 |
|
| 27,777 |
|
Total unfixed days(7) |
|
| — |
|
| — |
|
| 1 |
|
| 764 |
|
| 11,418 |
|
| 12,183 |
|
Percentage of total contracted days/total available days for the ten ships |
|
| 100 | % |
| 100 | % |
| 99.96 | % |
| 78.37 | % |
| 40.85 | % |
| 56.14 | % |
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|
| (1) | Reflects time charter revenues and contracted days for the two LNG carriers delivered to us in 2010 and the six LNG carriers on order for which we have charter contracts. Calculations assume (i) that all the LNG carriers on order are delivered on schedule and (ii) 30 off-hire days when the ship undergoes scheduled drydocking. |
| (2) | Revenue calculations assume 365 revenue days per ship per annum, with 30 off-hire days when the ship undergoes scheduled drydocking. Two of our ships are scheduled to be drydocked in 2015. |
| (3) | For time charters that include a fixed operating cost component subject to annual escalation, revenue calculations include that fixed annual escalation. No special adjustments are assumed under those time charter contracts. |
| (4) | For time charters that give the charterer the option to set the charter hire rate at prevailing market rates during an initial portion of the time charter’s term, revenue calculations assume that charterer does not elect such option. Revenue calculations for these charters include an estimate of the amount of the operating cost component and the management fee component. |
| (5) | Revenue calculations assume no exercise of any option to extend the terms of charters. |
| (6) | Available days represent total calendar days after deducting 30 off-hire days when the ship undergoes scheduled drydocking. |
| (7) | Represents available days for two newbuildings for which no charter has been signed plus available days for other ships after the expiration of existing charters (assuming no exercise of any option to extend the terms of charters). |
| (8) | Contracted revenue for the full year ending December 31, 2012 is $56 million. |
The table above provides information about our contracted charter revenues and ship utilization based on contracts in effect as of June 30, 2012 for the eight ships in our owned fleet for which we have secured time charters, including the contracts for six of our LNG carriers on order that are scheduled to be delivered on various dates in 2013 and 2014. Other than the assumptions reflected in the footnotes to the table, including our assumption that our eight newbuildings are delivered on schedule, the table does not reflect events occurring after June 30, 2012. The table reflects only our contracted charter revenues for the six ships in our owned fleet for which we have secured time charters, and it does not reflect the costs or expenses we will incur in fulfilling our obligations under the charters, nor does it include other revenues we may earn, such as revenues for technical management of customer-owned ships. In particular, the table does not reflect any time charter revenues for our two LNG carriers on order for which we have not yet secured time charter contracts or any additional ships we may acquire in the future, nor does it reflect the options under our time charters that permit our charterers to extend the time charter terms for successive multi-year periods at comparable charter hire rates. The entry into time charter contracts for the two remaining newbuildings on order or any additional ships we may acquire, or the exercise of options extending the terms of our existing charters, would result in an increase in the number of contracted days and the contracted revenues, a decrease in the number of unfixed days and an increase in the utilization rates for our fleet in the future. Although the contracted charter revenues are based on contracted charter hire rate provisions, they reflect certain assumptions, including assumptions relating to future ship operating costs. We consider the assumptions to be reasonable as of the date of this report, but if these assumptions prove to be incorrect, our actual time charter revenues could differ from those reflected in the table. Furthermore, any contract is subject to various risks, including
8
performance by the counterparties or an early termination of the contract pursuant to its terms. If the charterers are unable or unwilling to make charter payments to us, or if we agree to renegotiate charter terms at the request of a charterer or if contracts are prematurely terminated for any reason, we would be exposed to prevailing market conditions at the time, and our results of operations and financial condition may be materially adversely affected. Please see the disclosure under the heading “Risk Factors” in our IPO prospectus. For these reasons, the contracted charter revenue information presented above is not fact and should not be relied upon as being necessarily indicative of future results, and readers are cautioned not to place undue reliance on this information. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the information presented in the table, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the information in the table.
Credit Facilities
Through our subsidiaries, we have entered into two credit facilities, each of which had amounts outstanding as of June 30, 2012. One of the credit facilities is secured by the GasLog Savannah and the other is secured by the GasLog Singapore. Both of the facilities are denominated in U.S. dollars. The following summarizes certain terms of the two facilities as of June 30, 2012:
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Lender(s) |
| Subsidiary Party |
| Outstanding |
| Interest Rate |
| Maturity |
| Remaining Payment |
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| ||||||
Danish Ship Finance A/S |
| GAS-one Ltd. (GasLog Savannah) |
| $151.53 million |
| LIBOR + applicable margin (1) |
| 2020 |
| 32 consecutive quarterly installments, the first 4 in the amount of $2.81 million each and the remaining 28 in the amount of $2.06 million each, plus a balloon payment in the amount of $82.52 million due in May 2020 |
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DnB Bank ASA, National Bank of Greece S.A. and UBS AG |
| GAS-two Ltd. (GasLog Singapore ) |
| $117.91 million |
| LIBOR + applicable margin (1) |
| 2014 |
| 7 consecutive quarterly installments, with a balloon payment of $93.40 million due in January 2014 |
(1)As of June 30, 2012, the applicable weighted average interest rate for the two loans, after giving effect to hedging, was 3.94%.
9
In addition, through our subsidiaries, we have entered into four new loan agreements for an aggregate amount of $1.13 billion in connection with the financing of a portion of the contract prices on the delivery of our eight contracted newbuildings. Borrowings under these facilities will be drawn upon delivery of the ships, which is scheduled for various dates between 2013 and 2015, and will be secured by mortgages on the relevant ships. Each of the facilities is denominated in U.S. dollars. The following summarizes certain terms of the facilities:
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Lender(s) |
| Subsidiary |
| Committed |
| Expected |
| Interest |
| Maturity |
| Payment Installment |
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| |||||||
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DNB Bank ASA, London Branch, and the Export- Import Bank of Korea |
| GAS-three Ltd. and GAS-four Ltd. (Hull Numbers 1946 and 1947) |
| Up to $272.5 million |
| Q1 2013 |
| LIBOR + applicable margin |
| 2025 |
| 48 consecutive quarterly installments of $2.01 million under each tranche, with two balloon payments of up to $40 million each due under each tranche 12 years from delivery of the collateral ships; the lenders will have a put option giving them the right to request full repayment in 2018 |
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Nordea Bank Finland Plc, London Branch, ABN AMRO Bank N.V. and Citibank International Plc, Greece Branch |
| GAS-five Ltd. and GAS-six Ltd. (Hull Numbers 2016 and 2017) |
| Up to $277 million |
| Q2 2013 and Q3 2013 |
| LIBOR + applicable margin |
| 2019 |
| 24 consecutive quarterly installments of $2.04 million under each tranche, with two balloon payments of $89.62 million each due under each tranche no later than the earlier of six years from delivery of the collateral ships or July 2019 |
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Credit Suisse AG |
| GAS-seven Ltd. (Hull Number 2041) |
| Up to $144 million |
| Q4 2013 |
| LIBOR + applicable margin |
| 2020 |
| 28 consecutive quarterly installments of $2 million, with a balloon payment of $88 million due with the last installment |
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DnB Bank ASA, Commonwealth Bank of Australia, Danish Ship Finance A/S, ING Bank N.V. and Skandinaviska Enskilda Banken AB (publ) |
| GAS-eight Ltd., GAS-nine Ltd. and GAS-ten Ltd. (Hull Numbers 2042, 2043 and 2044) |
| Up to $435 million |
| Q1 2014, Q4 2014 and Q1 2015 |
| LIBOR + applicable margin |
| 2021 (first tranche) and 2022 (second and third tranches) |
| 28 consecutive quarterly installments of $1.99 million, $2.03 million and $2.03 million, respectively, under each tranche, with balloon payments of $87.28 million, $89.16 million and $89.16 million, respectively, due with the last installment under each tranche |
Significant Accounting Policies
For a description of all of our significant accounting policies, see Note 2 of our annual audited consolidated financial statements included in our Prospectus filed on April 2, 2012.
10
GASLOG LTD.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
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| Page |
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| F-2 | |
| F-3 | |
| F-4 | |
| F-5 | |
| F-6 | |
Notes to the unaudited condensed consolidated financial statements |
| F-7 |
F-1
GasLog Ltd. and its Subsidiaries
Unaudited condensed consolidated statements of financial position
As of December 31, 2011 and June 30, 2012
(All amounts expressed in U.S. Dollars)
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| Note |
| December 31, 2011 |
| June 30, 2012 |
| |||
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
| 9,511,140 |
|
| 9,511,140 |
|
Investment in associate |
|
|
|
|
| 6,528,087 |
|
| 7,286,102 |
|
Deferred financing costs |
|
|
|
|
| 14,289,327 |
|
| 19,538,150 |
|
Other non-current assets |
|
|
|
|
| 871,769 |
|
| 1,384,900 |
|
Tangible fixed assets |
|
| 3 |
|
| 438,902,029 |
|
| 433,354,672 |
|
Vessels under construction |
|
| 3 |
|
| 109,069,864 |
|
| 147,588,578 |
|
|
|
|
|
|
|
| ||||
Total non-current assets |
|
|
|
|
| 579,172,216 |
|
| 618,663,542 |
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
|
|
| 2,682,820 |
|
| 2,250,213 |
|
Dividends receivable and due from related parties |
|
| 8 |
|
| 1,273,796 |
|
| 154,275 |
|
Inventories |
|
|
|
|
| 425,266 |
|
| 496,086 |
|
Prepayments and other current assets |
|
|
|
|
| 3,365,697 |
|
| 515,200 |
|
Short term investments |
|
| 6 |
|
| — |
|
| 201,330,241 |
|
Cash and cash equivalents |
|
| 5 |
|
| 20,092,909 |
|
| 90,856,437 |
|
|
|
|
|
|
|
| ||||
Total current assets |
|
|
|
|
| 27,840,488 |
|
| 295,602,452 |
|
|
|
|
|
|
|
| ||||
Total assets |
|
|
|
|
| 607,012,704 |
|
| 914,265,994 |
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
Equity and liabilities |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
Share capital |
|
| 4 |
|
| 391,015 |
|
| 628,632 |
|
Contributed surplus |
|
|
|
|
| 300,715,852 |
|
| 628,918,944 |
|
Reserves |
|
| 11,13 |
|
| 1,744,417 |
|
| (5,054,215 | ) |
Accumulated deficit |
|
|
|
|
| (12,437,763 | ) |
| (13,818,826 | ) |
|
|
|
|
|
|
| ||||
Equity attributable to owners of the Group |
|
|
|
|
| 290,413,521 |
|
| 610,674,535 |
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
|
|
|
| 1,704,915 |
|
| 1,774,658 |
|
Ship management creditors |
|
|
|
|
| 1,102,272 |
|
| 15,910 |
|
Amounts due to related parties |
|
| 8 |
|
| 114,069 |
|
| 5,245 |
|
Derivative financial instruments |
|
| 13 |
|
| 3,451,080 |
|
| 4,339,773 |
|
Other payables and accruals |
|
| 10 |
|
| 18,541,023 |
|
| 6,986,205 |
|
Loans—current portion |
|
| 7 |
|
| 24,276,813 |
|
| 24,579,822 |
|
|
|
|
|
|
|
| ||||
Total current liabilities |
|
|
|
|
| 49,190,172 |
|
| 37,701,613 |
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
| 13 |
|
| 5,101,234 |
|
| 19,425,191 |
|
Loans—non-current portion |
|
| 7 |
|
| 256,788,206 |
|
| 243,129,658 |
|
Other non-current liabilities |
|
|
|
|
| 5,519,571 |
|
| 3,334,997 |
|
|
|
|
|
|
|
| ||||
Total non-current liabilities |
|
|
|
|
| 267,409,011 |
|
| 265,889,846 |
|
|
|
|
|
|
|
| ||||
Total equity and liabilities |
|
|
|
|
| 607,012,704 |
|
| 914,265,994 |
|
|
|
|
|
|
|
|
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 income
For the three months and six months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
| For the six months ended |
| ||||||||
|
| Note |
| June 30, 2011 |
| June 30, 2012 |
| June 30, 2011 |
| June 30, 2012 |
| |||||
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
| 14 |
|
| 16,470,838 |
|
| 16,707,015 |
|
| 32,756,533 |
|
| 33,309,402 |
|
Vessel operating and supervision costs |
|
|
|
|
| (3,065,671 | ) |
| (3,225,029 | ) |
| (6,111,955 | ) |
| (6,713,217 | ) |
Depreciation of fixed assets |
|
| 3 |
|
| (3,203,330 | ) |
| (3,249,623 | ) |
| (6,405,780 | ) |
| (6,484,831 | ) |
General and administrative expenses |
|
| 9 |
|
| (3,733,605 | ) |
| (6,309,078 | ) |
| (6,754,469 | ) |
| (11,493,845 | ) |
|
|
|
|
|
|
|
|
| ||||||||
Profit from operations |
|
|
|
|
| 6,468,232 |
|
| 3,923,285 |
|
| 13,484,329 |
|
| 8,617,509 |
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial costs |
|
|
|
|
| (2,350,280 | ) |
| (2,945,650 | ) |
| (4,685,500 | ) |
| (5,954,080 | ) |
Financial income |
|
|
|
|
| 5,802 |
|
| 443,859 |
|
| 28,905 |
|
| 443,859 |
|
Loss on interest rate swaps, net |
|
| 13 |
|
| — |
|
| (5,348,349 | ) |
| — |
|
| (5,246,366 | ) |
Share of profit of associate |
|
|
|
|
| 349,888 |
|
| 374,728 |
|
| 657,349 |
|
| 758,015 |
|
|
|
|
|
|
|
|
|
| ||||||||
Total other expense |
|
|
|
|
| (1,994,590 | ) |
| (7,475,412 | ) |
| (3,999,246 | ) |
| (9,998,572 | ) |
|
|
|
|
|
|
|
|
| ||||||||
Profit/(loss) for the period |
|
|
|
|
| 4,473,642 |
|
| (3,552,127 | ) |
| 9,485,083 |
|
| (1,381,063 | ) |
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Group |
|
|
|
|
| 4,652,132 |
|
| (3,552,127 | ) |
| 9,802,056 |
|
| (1,381,063 | ) |
Non-controlling interest |
|
|
|
|
| (178,490 | ) |
| — |
|
| (316,973 | ) |
| — |
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
| 4,473,642 |
|
| (3,552,127 | ) |
| 9,485,083 |
|
| (1,381,063 | ) |
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings/(loss) per share – basic and diluted |
|
| 15 |
|
| 0.12 |
|
| (0.06 | ) |
| 0.25 |
|
| (0.03 | ) |
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
For the three months and six months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
| For the six months ended |
| ||||||||
|
| Note |
| June 30, 2011 |
| June 30, 2012 |
| June 30, 2011 |
| June 30, 2012 |
| |||||
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
|
|
| 4,473,642 |
|
| (3,552,127 | ) |
| 9,485,083 |
|
| (1,381,063 | ) |
Cash flow hedge (loss)/gain arising during the period |
|
| 13 |
|
| (85,100 | ) |
| (12,886,743 | ) |
| 659,494 |
|
| (9,966,284 | ) |
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the period |
|
|
|
|
| 4,388,542 |
|
| (16,438,870 | ) |
| 10,144,577 |
|
| (11,347,347 | ) |
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Group |
|
|
|
|
| 4,567,032 |
|
| (16,438,870 | ) |
| 10,461,550 |
|
| (11,347,347 | ) |
Non-controlling interest |
|
|
|
|
| (178,490 | ) |
| — |
|
| (316,973 | ) |
| — |
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
| 4,388,542 |
|
| (16,438,870 | ) |
| 10,144,577 |
|
| (11,347,347 | ) |
|
|
|
|
|
|
|
|
|
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, 2011 and 2012
(All amounts expressed in U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share |
| Contributed |
| Cash flow |
| Equity-settled |
| Accumulated |
| Attributable |
| Non- |
| Total |
| ||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2011 |
|
| 391,015 |
|
| 199,635,155 |
|
| (5,395,407 | ) |
| 3,579,684 |
|
| (26,477,414 | ) |
| 171,733,033 |
|
| 9,199,095 |
|
| 180,932,128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contributions |
|
| — |
|
| 9,928,000 |
|
| — |
|
| — |
|
| — |
|
| 9,928,000 |
|
| 9,751,000 |
|
| 19,679,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend declared |
|
| — |
|
| (8,500,000 | ) |
| — |
|
| — |
|
| — |
|
| (8,500,000 | ) |
| — |
|
| (8,500,000 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of non-controlling interest |
|
| — |
|
| 18,633,122 |
|
| — |
|
| — |
|
| — |
|
| 18,633,122 |
|
| (18,633,122 | ) |
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense recognized in respect of equity-settled employee benefits |
|
| — |
|
| — |
|
| — |
|
| 1,789,842 |
|
| — |
|
| 1,789,842 |
|
| — |
|
| 1,789,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 9,802,056 |
|
| 9,802,056 |
|
| (316,973 | ) |
| 9,485,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income for the period |
|
| — |
|
| — |
|
| 659,494 |
|
| — |
|
| — |
|
| 659,494 |
|
| — |
|
| 659,494 |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income / (loss) for the period |
|
| — |
|
| — |
|
| 659,494 |
|
| — |
|
| 9,802,056 |
|
| 10,461,550 |
|
| (316,973 | ) |
| 10,144,577 |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2011 |
|
| 391,015 |
|
| 219,696,277 |
|
| (4,735,913 | ) |
| 5,369,526 |
|
| (16,675,358 | ) |
| 204,045,547 |
|
| — |
|
| 204,045,547 |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2012 |
|
| 391,015 |
|
| 300,715,852 |
|
| (5,826,940 | ) |
| 7,571,357 |
|
| (12,437,763 | ) |
| 290,413,521 |
|
| — |
|
| 290,413,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contributions |
|
| — |
|
| 18,662,935 |
|
| — |
|
| — |
|
| — |
|
| 18,662,935 |
|
| — |
|
| 18,662,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from initial public offering (“IPO”) and private placement |
|
| 237,617 |
|
| 309,540,157 |
|
| — |
|
| — |
|
| — |
|
| 309,777,774 |
|
| — |
|
| 309,777,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense recognized in respect of equity-settled employee benefits |
|
| — |
|
| — |
|
| — |
|
| 3,167,652 |
|
| — |
|
| 3,167,652 |
|
| — |
|
| 3,167,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (1,381,063 | ) |
| (1,381,063 | ) |
| — |
|
| (1,381,063 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss for the period |
|
| — |
|
| — |
|
| (9,966,284 | ) |
| — |
|
| — |
|
| (9,966,284 | ) |
| — |
|
| (9,966,284 | ) |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
| — |
|
| — |
|
| (9,966,284 | ) |
| — |
|
| (1,381,063 | ) |
| (11,347,347 | ) |
| — |
|
| (11,347,347 | ) |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2012 |
|
| 628,632 |
|
| 628,918,944 |
|
| (15,793,224 | ) |
| 10,739,009 |
|
| (13,818,826 | ) |
| 610,674,535 |
|
| — |
|
| 610,674,535 |
|
|
|
|
|
|
|
|
|
|
|
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 flow
For the six months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
|
|
|
|
|
|
|
|
|
| For the six months ended |
| ||||
|
| June 30, 2011 |
| June 30, 2012 |
| ||
|
|
|
| ||||
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
| 9,485,083 |
|
| (1,381,063 | ) |
Adjustments for: |
|
|
|
|
|
|
|
Depreciation of fixed assets |
|
| 6,405,780 |
|
| 6,484,831 |
|
Share of profit of associate |
|
| (657,349 | ) |
| (758,015 | ) |
Financial income |
|
| (28,905 | ) |
| (443,859 | ) |
Financial costs |
|
| 4,685,500 |
|
| 5,954,080 |
|
Unrealized exchange differences on cash and cash equivalents and short term investments |
|
| — |
|
| 823,587 |
|
Loss on interest rate swaps, net |
|
| — |
|
| 5,246,366 |
|
Non-cash employee benefits |
|
| 1,789,842 |
|
| 3,481,090 |
|
|
|
|
| ||||
|
|
| 21,679,951 |
|
| 19,407,017 |
|
Movements in working capital |
|
| (8,024,674 | ) |
| (5,170,631 | ) |
|
|
|
| ||||
|
|
|
|
|
|
|
|
Cash provided by operations |
|
| 13,655,277 |
|
| 14,236,386 |
|
Interest paid |
|
| (4,350,905 | ) |
| (5,739,386 | ) |
|
|
|
| ||||
Net cash from operating activities |
|
| 9,304,372 |
|
| 8,497,000 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Dividends received from associate |
|
| 786,787 |
|
| 950,000 |
|
Return of investment from associate |
|
| 500,000 |
|
| — |
|
Payments for tangible fixed assets and vessels under construction |
|
| (18,843,538 | ) |
| (41,106,316 | ) |
Increase in short term investments |
|
| — |
|
| (201,562,992 | ) |
Financial income received |
|
| 28,905 |
|
| 99,332 |
|
|
|
|
| ||||
Net cash used in investing activities |
|
| (17,527,846 | ) |
| (241,619,976 | ) |
|
|
|
| ||||
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Bank loan repayment |
|
| (16,079,229 | ) |
| (13,678,893 | ) |
Payment of loan issuance costs |
|
| — |
|
| (11,396,867 | ) |
Proceeds from sale of common shares (net of expenses) |
|
| — |
|
| 310,890,165 |
|
Dividend paid |
|
| (772,000 | ) |
| — |
|
Capital contributions |
|
| 11,951,000 |
|
| 18,662,935 |
|
|
|
|
| ||||
Net cash (used in)/from financing activities |
|
| (4,900,229 | ) |
| 304,477,340 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
Effects of exchange rate changes on cash and cash equivalents |
|
| — |
|
| (590,836 | ) |
|
|
|
|
|
|
|
|
(Decrease)/increase in cash and cash equivalents |
|
| (13,123,703 | ) |
| 70,763,528 |
|
Cash and cash equivalents, beginning of the period |
|
| 23,270,100 |
|
| 20,092,909 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of the period |
|
| 10,146,397 |
|
| 90,856,437 |
|
|
|
|
|
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 three months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
1. Organization and Operations
GasLog Ltd. was incorporated in Bermuda on July 16, 2003. GasLog Ltd. and its subsidiaries (the “Group”) are primarily engaged in the ownership, operation and management of vessels in the liquefied natural gas (“LNG”) market, providing maritime services for the transportation of LNG on a worldwide basis and LNG vessel management services. The Group conducts its operations through its vessel-owning subsidiaries and through its vessel management services subsidiary. The Group’s operations are carried out from offices in Piraeus, Greece, and Monaco. The registered office of GasLog Ltd. is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. GasLog Ltd. is controlled by Blenheim Holdings Ltd., an entity registered in Bermuda. Blenheim Holdings Ltd. is controlled by Ceres Shipping Ltd., an entity also registered in Bermuda. The ultimate controlling party of the Group as of June 30, 2012 was Mr. Peter G. Livanos.
The accompanying unaudited condensed consolidated financial statements include the financial statements of GasLog Ltd. and its subsidiaries. As of June 30, 2012 the Group’s structure was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Place of |
| Percentage of equity |
|
|
| ||||
|
|
|
|
|
| ||||||
Name |
|
| Direct |
| Indirect |
| Principal activities |
| |||
| |||||||||||
GasLog Investments Ltd. |
| BVI |
|
| 100 | % |
| — |
| Holding Company |
|
GasLog Monaco S.A.M. |
| Monaco |
|
| — |
|
| 100 | % | Holding Company |
|
GasLog LNG Services Ltd.(1) |
| Bermuda |
|
| — |
|
| 100 | % | Vessel Management Services |
|
GasLog LNG Employee Incentive Scheme Ltd. (2) |
| Bermuda |
|
| — |
|
| 100 | % | Holding Company |
|
GasLog Carriers Ltd. |
| Bermuda |
|
| 100 | % |
| — |
| Holding Company |
|
GAS-one Ltd. |
| Bermuda |
|
| — |
|
| 100 | % | Vessel-owning Company |
|
GAS-two Ltd. |
| Bermuda |
|
| — |
|
| 100 | % | Vessel-owning Company |
|
GAS-three Ltd. |
| Bermuda |
|
| — |
|
| 100 | % | Vessel-owning Company |
|
GAS-four Ltd. |
| Bermuda |
|
| — |
|
| 100 | % | Vessel-owning Company |
|
GAS-five Ltd. |
| Bermuda |
|
| — |
|
| 100 | % | Vessel-owning Company |
|
GAS-six Ltd. |
| Bermuda |
|
| — |
|
| 100 | % | Vessel-owning Company |
|
GAS-seven Ltd. |
| Bermuda |
|
| — |
|
| 100 | % | Vessel-owning Company |
|
GAS-eight Ltd. |
| Bermuda |
|
| — |
|
| 100 | % | Vessel-owning Company |
|
GAS-nine Ltd. |
| Bermuda |
|
| — |
|
| 100 | % | Vessel-owning Company |
|
GAS-ten Ltd. |
| Bermuda |
|
| — |
|
| 100 | % | Vessel-owning Company |
|
GasLog Shipping Company Ltd. |
| Bermuda |
|
| — |
|
| 100 | % | Holding Company |
|
GasLog Shipping Limited |
| BVI |
|
| 100 | % |
| — |
| Dormant |
|
Egypt LNG Shipping Ltd. |
| Bermuda |
|
| — |
|
| 25 | % | Vessel-owning Company |
|
|
|
|
| ||
|
| |
(1) | Prior to September 30, 2011, the name of this entity was Ceres LNG Services Ltd. | |
(2) | Prior to September 30, 2011, the name of this entity was Ceres LNG Employee Incentive Scheme Ltd. |
In October 2010 and March 2011 the Group entered into agreements (the “Joint Venture Agreements”) with an entity jointly owned by the Livanos and Radziwill families (the “Joint Venture Partner”) for the purpose of construction, ownership and operation of the four LNG vessels that GAS-three Ltd., GAS-four Ltd, GAS-five Ltd. and GAS-six Ltd. contracted to construct. As a result of entering into these agreements the Group held a 51% ownership share in each vessel-owning company and the Joint Venture Partner held the balance.
In June 2011 Ceres Shipping Ltd., the majority shareholder of GasLog Ltd., transferred its ownership of GasLog Ltd. shares to Blenheim Holdings Ltd. The Joint Venture Partner sold its 49% non-controlling interest in the issued shares of GAS-three Ltd., GAS-four Ltd., GAS-five Ltd. and GAS-six Ltd. to Ceres Shipping Ltd.. Ceres Shipping Ltd. contributed the 49% interest in the aforementioned four vessel-owning companies to Blenheim Holdings Ltd., which in turn contributed the 49% interest in these four vessel-owning companies to GasLog Ltd., which contributed the same to its wholly owned subsidiary GasLog Carriers Ltd. Contribution of these four vessel-owning companies by Ceres Shipping Ltd. was a non-cash transaction for the Group. Following the completion of this transaction, GAS-three Ltd., GAS-four Ltd., GAS-five Ltd. and GAS-six Ltd. are 100% owned by the Group.
GasLog Ltd. filed a Form F-1 registration statement with the United States Securities and Exchange Commission (“SEC”) in January 2012 for the registration of shares to be offered in an IPO.
On March 29, 2012, the Group entered into (i) an underwriting agreement with a group of underwriters to sell 23,500,000 shares of the Group’s common shares at a public offering price of $14.00 per share, for an aggregate public offering price of $329,000,000, (ii) subscription agreements with certain of the Group’s directors and officers for a concurrent private placement of 261,670 shares of the Group’s common shares at the public offering price of $14.00 per share.
The Group completed its IPO and concurrent private placement on April 4, 2012, at which time the Group issued 23,761,670 common shares. The net proceeds from the IPO and concurrent private placement, including the underwriting discount of $18,095,000 and offering costs of $4,790,714, was $309,777,774.
F-7
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the three months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
2. Basis of Presentation
The accompanying 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 interim financial statements should be read in conjunction with the Group’s annual consolidated financial statements for the year ended December 31, 2011. On August 21, 2012, GasLog Ltd.’s Board of Directors authorized the unaudited condensed interim financial statements for issuance and filing.
The unaudited condensed consolidated interim financial statements have been presented in U.S. dollars (“USD”), which is the functional currency of the Group.
The financial statements are prepared on the historical cost basis, except for derivative financial instruments. The same accounting policies and methods of computation have been followed in these condensed interim financial statements as were applied in the preparation of the Group’s financial statements for the year ended December 31, 2011.
Standards and amendments in issue not yet effective or adopted by the Group are set out in Note 2 to the financial statements for the year ended December 31, 2011.
3. Tangible Fixed Assets and Vessels under Construction
The movements in tangible fixed assets and vessels under construction are reported in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel component |
| Dry-docking |
| Office property |
| Total |
| Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2012 |
|
| 451,549,561 |
|
| 5,000,000 |
|
| 2,066,510 |
|
| 458,616,071 |
|
| 109,069,864 |
|
Additions |
|
| 371,360 |
|
| — |
|
| 566,114 |
|
| 937,474 |
|
| 38,518,714 |
|
| ||||||||||||||||
At June 30, 2012 |
|
| 451,920,921 |
|
| 5,000,000 |
|
| 2,632,624 |
|
| 459,553,545 |
|
| 147,588,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2012 |
|
| 17,501,847 |
|
| 1,506,735 |
|
| 705,460 |
|
| 19,714,042 |
|
| — |
|
Depreciation expense |
|
| 5,774,481 |
|
| 497,268 |
|
| 213,082 |
|
| 6,484,831 |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2012 |
|
| 23,276,328 |
|
| 2,004,003 |
|
| 918,542 |
|
| 26,198,873 |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2012 |
|
| 428,644,593 |
|
| 2,995,997 |
|
| 1,714,082 |
|
| 433,354,672 |
|
| 147,588,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2011 |
|
| 434,047,714 |
|
| 3,493,265 |
|
| 1,361,050 |
|
| 438,902,029 |
|
| 109,069,864 |
|
Vessels with a carrying amount of $431,640,590 as of June 30, 2012 (December 31, 2011: $437,540,979) have been pledged as collateral under the terms of the Group’s loan agreements.
Vessels under construction
In 2010 and 2011, the Group entered into shipbuilding contracts with Samsung Heavy Industries Co. Ltd. for the construction of eight LNG Carriers (155,000 cubic meters each) which are scheduled to be delivered on various dates between 2013 and 2015.
Vessels under construction represent scheduled advance payments to the shipyards as well as certain capitalized expenditures. As of June 30, 2012 the Group has paid to the shipyard $143,075,000 and expects to pay the remaining installments for the vessels under construction as they come due based on the terms of the shipbuilding contracts (Note 12).
The detail of cumulative vessels under construction costs as of December 31, 2011 and June 30, 2012 was as follows:
|
|
|
|
|
|
|
|
|
| December 31, 2011 |
| June 30, 2012 |
| ||
|
|
|
| ||||
Progress shipyard installment payments |
|
| 105,525,000 |
|
| 143,075,000 |
|
Special bonus |
|
| 3,800,000 |
|
| 3,800,000 |
|
Onsite supervision costs |
|
| 694,119 |
|
| 2,035,463 |
|
Shipyard commissions |
|
| (949,255 | ) |
| (1,321,885 | ) |
|
|
|
| ||||
Total |
|
| 109,069,864 |
|
| 147,588,578 |
|
|
|
|
|
F-8
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the three months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
4. Share Capital
The Group’s authorized share capital consists of 500,000,000 shares with a par value $0.01 per share.
As of December 31, 2011, the issued and outstanding share capital consisted of: (i) 35,700,000 common shares, par value $0.01 per share; (ii) 2,150,092 manager shares, par value $0.01 per share; (iii) 859,894 subsidiary manager shares, par value $0.01 per share; and (iv) 391,510 common A shares, par value $0.01 per share. In January 2012, 801,346 manager shares were converted to common shares (Note 11).
On March 13, 2012, GasLog Ltd. effected a share subdivision pursuant to which each issued and outstanding share of par value $1.00 each was divided into 100 shares of par value $0.01 each. In addition, GasLog Ltd. also effected a 1.38-for-1 share dividend by way of an issuance of bonus shares. All share and per share amounts in the unaudited condensed consolidated financial statements have been retroactively adjusted to reflect this share subdivision and bonus issue.
Following the conversion of outstanding manager shares, subsidiary manager shares and common A shares into common shares immediately prior to the completion of the IPO on April 4, 2012 and the issuance of 23,500,000 and 261,670 common shares in the IPO and concurrent private placement, the issued and outstanding share capital of the Group as of June 30, 2012, consists of 62,863,166 common shares, par value $0.01 per share.
5. Cash and Cash Equivalents
|
|
|
|
|
|
|
|
|
| December 31, 2011 |
| June 30, 2012 |
| ||
|
|
|
| ||||
| |||||||
Current account |
|
| 18,990,637 |
|
| 37,068,912 |
|
Time deposits |
|
| — |
|
| 53,771,615 |
|
Ship management client accounts |
|
| 1,102,272 |
|
| 15,910 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
Total |
|
| 20,092,909 |
|
| 90,856,437 |
|
|
|
|
|
Cash and Cash Equivalents includes $3,347,143 maintained in a retention account as of June 30, 2012 (December 31, 2011: $3,365,345) in respect to the next installment and interest due for the loan facility of GAS-two Ltd.
6. Short Term Investments
Short Term Investments comprises time deposits placed with financial institutions that have an original maturity of more than three months but less than a year.
7. Bank Loans
|
|
|
|
|
|
|
|
|
| December 31, 2011 |
| June 30, 2012 |
| ||
|
|
|
|
|
|
|
|
Amounts due within one year |
|
| 24,987,003 |
|
| 25,305,194 |
|
Less: unamortized deferred loan issuance costs |
|
| (710,190 | ) |
| (725,372 | ) |
Loans – current portion |
|
| 24,276,813 |
|
| 24,579,822 |
|
|
|
|
|
|
|
|
|
Amounts due after one year |
|
| 258,127,330 |
|
| 244,130,247 |
|
Less: unamortized deferred loan issuance costs |
|
| (1,339,124 | ) |
| (1,000,589 | ) |
Loans – non-current portion |
|
| 256,788,206 |
|
| 243,129,658 |
|
Total |
|
| 281,065,019 |
|
| 267,709,480 |
|
The main terms of the Company’s loan facilities have been disclosed in the annual financial statements for the year ended December 31, 2011. Refer to Note 12 “Bank Loans” and Note 26 “Subsequent Events”. During the six months ended June 30, 2012, repayments related to the loan facilities of GAS-one Ltd. and GAS-two Ltd. of $13,678,893 (six months ended June 30, 2011: $16,079,229) were made in accordance with repayment terms and there were no drawdowns.
F-9
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the three months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
8. Related Party Transactions
The Group had the following balances with related parties which have been included in the unaudited condensed consolidated statements of financial position:
Dividends receivable and due from related parties
|
|
|
|
|
|
|
|
|
| December 31, 2011 |
| June 30, 2012 |
| ||
|
|
|
| ||||
Dividends receivable from associate |
|
| 950,000 |
|
| — |
|
|
|
|
|
|
|
|
|
Other receivables |
|
| 323,796 |
|
| 154,275 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
Total |
|
| 1,273,796 |
|
| 154,275 |
|
|
|
|
|
The other receivables due from related parties of $154,275 as of June 30, 2012 (December 31, 2011: $323,796) are due from various related entities for payments processed and paid to various vendors on their behalf by the Group, as well as management services performed by GasLog LNG Services Ltd.
|
|
|
|
|
|
|
|
|
| December 31, 2011 |
| June 30, 2012 |
| ||
|
|
|
| ||||
Ship management creditors |
|
| 90,226 |
|
| 15,910 |
|
|
|
|
|
|
|
|
|
Amounts due to related parties |
|
| 114,069 |
|
| 5,245 |
|
|
|
|
|
Ship management creditors’ liability includes cash collected from Egypt LNG Shipping Ltd. to cover the obligations of its vessel under the Group’s management.
Amounts due to related parties of $5,245 as of June 30, 2012 (December 31, 2011: $114,069) are expenses paid by a related party on behalf of the Group and payable to other related parties for the lease of office space and other operating expenses.
The Group had the following transactions with related parties which have been included in the unaudited condensed consolidated statements of income for the three and six months ended June 30, 2011 and 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended |
| Six months ended |
| ||||||||
| Company |
| Details |
| Condensed |
| June 30, 2011 |
| June 30, 2012 |
| June 30, 2011 |
| June 30, 2012 |
| ||||
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | Egypt LNG Shipping Ltd. |
| Vessel management |
| Revenues |
|
| 182,125 |
|
| 184,685 |
|
| 351,375 |
|
| 366,255 |
|
(b) | Ceres Marine Partners |
| Consultancy |
| Revenues |
|
| 15,000 |
|
| — |
|
| 30,000 |
|
| — |
|
(c) | Nea Dimitra Property |
| Office rent and utilities |
| General and administrative expenses |
|
| 131,699 |
|
| 146,174 |
|
| 250,086 |
|
| 305,803 |
|
(c) | Nea Dimitra Property |
| Internet line |
| General and administrative expenses |
|
| 5,089 |
|
| 6,612 |
|
| 10,125 |
|
| 13,562 |
|
(d) | Ceres Monaco S.A.M. |
| Office rent and utilities |
| General and administrative expenses |
|
| 98,326 |
|
| — |
|
| 226,444 |
|
| 161,027 |
|
(e) | Seres S.A. |
| Catering |
| General and administrative expenses |
|
| 44,754 |
|
| 33,997 |
|
| 77,556 |
|
| 69,021 |
|
(e) | Seres S.A. |
| Consultancy services |
| General and administrative expenses |
|
| 23,214 |
|
| 20,945 |
|
| 44,730 |
|
| 41,921 |
|
(f) | C Transport Maritime S.A.M. |
| Claims and Insurance fee |
| General and administrative expenses |
|
| — |
|
| 14,000 |
|
| — |
|
| 28,000 |
|
(g) | Seaflight Aviation Limited |
| Travel expenses |
| General and administrative expenses |
|
| — |
|
| — |
|
| — |
|
| 29,545 |
|
(h) | Chartwell Management Inc. |
| Travel expenses |
| General and administrative expenses |
|
| — |
|
| 176,617 |
|
| — |
|
| 176,617 |
|
F-10
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the three months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
(a) One of the Group’s subsidiaries, GasLog LNG Services Ltd. provides vessel management services to Egypt LNG Shipping Ltd., the LNG vessel owning company, in which another subsidiary, GasLog Shipping Company Ltd., holds a 25% ownership interest.
(b) The Group received consulting fees from Ceres Marine Partners Ltd., a company under common control with the Group, in respect of services provided to Ceres Marine Partners by members of GasLog Ltd.’s management team. This agreement was terminated in September 30, 2011.
(c) Through the subsidiary GasLog LNG Services Ltd., the Group leases office space in Piraeus, Greece, from an entity controlled by Ceres Shipping Ltd., Nea Dimitra Ktimatikh Kai Emporikh S.A. The lease agreement is filed with the Greek authorities. In addition, the Group reimburses Nea Dimitra for part of the costs of the building’s internet line.
(d) Through the subsidiary GasLog Monaco S.A.M., the Group made payments to Ceres Monaco S.A.M., an affiliate of Ceres Shipping Ltd., for its office space in Monaco. Ceres Monaco S.A.M. leased operating space pursuant to a service agreement with a third-party property owner, and the Group occupied a portion of the leased space. The Group paid Ceres Monaco S.A.M. Euro 36,850 per month for the office space (Euro 27,000 until September 30, 2011 and Euro 31,850 until December 31, 2011), which reflects a pro rata portion of the fees payable to the third-party property owner determined based on the amount of occupied space. In connection with the office space arrangements, the subsidiary GasLog Monaco S.A.M. has entered into a service level agreement with Ceres Monaco S.A.M. The service level agreement was terminated in April 2012 when GasLog Monaco S.A.M. signed a rent agreement directly with the third party property owner.
(e) GasLog LNG Services Ltd. has also entered into an agreement with Seres S.A., an entity controlled by the Livanos family, for the latter to provide catering services to the staff based in the Piraeus office. Amounts paid pursuant to the agreement are generally less than Euro 10 per person per day, but are slightly higher on special occasions. In addition, GasLog LNG Services Ltd. has entered into an agreement with Seres S.A. for the latter to provide human resources, telephone and documentation services for the staff based in Piraeus. Amounts paid pursuant to the agreement are less than Euro 100,000 per year.
(f) In 2010 and 2011, the Group through one of its subsidiaries, GasLog LNG Services Ltd., procured insurance for the vessels through C Transport Maritime SAM, an affiliate of Ceres Shipping Ltd., which has a dedicated insurance function. From July 1, 2011, this relationship is covered by a service agreement under which GasLog LNG Service Ltd. pays C Transport Maritime SAM $10,000 per owned vessel per annum and $3,000 per managed vessel per annum.
(g) Seaflight Aviation Limited, an entity controlled by the Livanos family, provides travel services to GasLog Ltd.’s directors and officers.
(h) Chartwell Management Inc, an entity controlled by the Livanos family, provides travel services to GasLog Ltd.’s directors and officers.
Pursuant to a commission agreement with Samsung Heavy Industries Co. Ltd. shipyard, commissions due from the shipyard in relation to the newbuilding orders will be paid by Samsung Heavy Industries Co. Ltd. shipyard to DryLog Investments Ltd., an affiliate of Ceres Shipping Ltd. Upon receipt of the commissions, DryLog Investments Ltd. will forward the payments to the vessel-owning subsidiaries, after deducting handling fees for each payment.
Compensation of key management personnel:
The compensation of directors, and other members of key management was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended |
| Six months ended |
| ||||||||
|
|
|
| ||||||||||
|
|
|
|
|
| ||||||||
|
| June 30, 2011 |
| June 30, 2012 |
| June 30, 2011 |
| June 30, 2012 |
| ||||
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remuneration |
|
| 765,972 |
|
| 868,524 |
|
| 1,242,549 |
|
| 2,379,660 |
|
Short term benefits |
|
| 452,724 |
|
| 20,814 |
|
| 539,079 |
|
| 43,168 |
|
Expense recognized in respect of equity-settled employee benefits |
|
| 894,925 |
|
| 1,743,248 |
|
| 1,789,842 |
|
| 3,167,652 |
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| 2,113,621 |
|
| 2,632,586 |
|
| 3,571,470 |
|
| 5,590,480 |
|
|
|
|
|
|
|
9. General and Administrative Expenses
An analysis of general and administrative expenses is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended |
| Six months ended |
| ||||||||
|
|
|
| ||||||||||
|
|
|
|
|
| ||||||||
|
| June 30, 2011 |
| June 30, 2012 |
| June 30, 2011 |
| June 30, 2012 |
| ||||
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
| ||||
Employee costs and directors’ fees |
|
| 2,087,609 |
|
| 2,168,366 |
|
| 3,913,564 |
|
| 5,007,522 |
|
Expense recognized in respect of equity-settled employee benefits |
|
| 894,925 |
|
| 1,743,248 |
|
| 1,789,842 |
|
| 3,167,652 |
|
Rent and utilities |
|
| 266,035 |
|
| 255,762 |
|
| 513,349 |
|
| 637,593 |
|
Travel and accommodation |
|
| 56,895 |
|
| 393,960 |
|
| 87,184 |
|
| 547,435 |
|
Legal and professional fees |
|
| 69,525 |
|
| 493,621 |
|
| 241,214 |
|
| 788,039 |
|
Foreign exchange differences |
|
| (46,259 | ) |
| 819,157 |
|
| (48,610 | ) |
| 783,435 |
|
Other expenses |
|
| 404,875 |
|
| 434,964 |
|
| 257,926 |
|
| 562,169 |
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| 3,733,605 |
|
| 6,309,078 |
|
| 6,754,469 |
|
| 11,493,845 |
|
|
|
|
|
|
|
F-11
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the three months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
10. Other Payables and Accruals
An analysis of other payables and accruals is as follows:
|
|
|
|
|
|
|
|
|
| December 31, 2011 |
| June 30, 2012 |
| ||
|
|
|
| ||||
|
|
|
|
|
| ||
Social contributions |
|
| 726,571 |
|
| 458,140 |
|
Unearned revenue |
|
| 4,731,043 |
|
| — |
|
Accrued legal and professional fees |
|
| 1,253,025 |
|
| 194,257 |
|
Accrued board of directors’ fees |
|
| 572,500 |
|
| 432,500 |
|
Accrued employee costs |
|
| 1,004,390 |
|
| 2,130,662 |
|
Other accruals |
|
| 1,231,605 |
|
| 1,005,460 |
|
Accrued financing cost |
|
| 7,629,920 |
|
| 1,515,526 |
|
Accrued interest |
|
| 1,391,969 |
|
| 1,249,660 |
|
|
|
|
| ||||
Total |
|
| 18,541,023 |
|
| 6,986,205 |
|
|
|
|
|
11. Share-Based Payments
In January 2012 the former chief executive officer of GasLog Ltd., Jeppe Jensen, resigned from his executive position and his position on the board of directors. In connection with his resignation, GasLog Ltd. entered into a separation agreement with Mr. Jensen pursuant to which the 801,346 manager shares held by Mr. Jensen were immediately converted to common shares and were purchased by Blenheim Holdings Ltd.. As a result of the accelerated vesting, the Group recognized $632,491 of additional compensation expense in the first quarter of 2012.
Immediately prior to the completion of the IPO on April 4, 2012, all outstanding manager shares and subsidiary manager shares vested immediately and were converted into common shares, resulting in the accelerated recognition of $1,162,165 of compensation expense, which was charged to earnings in the second quarter of 2012.
The total expense recognized in respect of equity-settled employee benefits for the three and six months ended June 30, 2012 is $1,743,248 and $3,167,652, respectively (three and six months ended June 30, 2011: $894,925 and $1,789,842, respectively).
12. Commitments and Contingencies
(a) At June 30, 2012 the Group had the following commitments relating to buildings under operating leases:
|
|
|
|
|
Operating leases |
| June 30, 2012 |
| |
| ||||
|
|
|
|
|
Not later than one year |
|
| 588,285 |
|
Later than one year and not later than three years |
|
| 1,123,403 |
|
Later than three years and not later than five years |
|
| 194,300 |
|
| ||||
|
|
|
|
|
Total |
|
| 1,905,988 |
|
|
(b) Commitments relating to the vessels under construction (Note 3) at June 30, 2012 payable to Samsung Heavy Industries Co. Ltd. were as follows:
|
|
|
|
|
Vessels under construction |
| June 30, 2012 |
| |
| ||||
|
|
|
|
|
Not later than one year |
|
| 557,650,000 |
|
Later than one year and not later than three years |
|
| 845,775,000 |
|
| ||||
|
|
|
|
|
Total |
|
| 1,403,425,000 |
|
|
(c) Future gross minimum charter hire receivable under non-cancellable time charter agreements for vessels in operation as of June 30, 2012 are as follows:
|
|
|
|
|
Charter revenues |
| June 30, 2012 |
| |
| ||||
|
|
|
|
|
Not later than one year |
|
| 55,889,460 |
|
Later than one year and not later than three years |
|
| 112,927,620 |
|
Later than three years and not later than five years |
|
| 43,083,556 |
|
| ||||
|
|
|
|
|
Total |
|
| 211,900,636 |
|
|
F-12
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the three months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
Future gross minimum charter hire disclosed in the above table excludes the charter hire of the vessels that are under construction (Note 3), since estimated delivery dates are not confirmed. In addition, the above table assumes that newbuilding vessels are delivered as scheduled, and drydocking days and vessel off-hire days that could occur but are not currently known are not taken into consideration.
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.
13. Derivative Financial Instruments
Interest rate swap agreements
The fair value of the interest rate swaps derivative liability is as follows:
|
|
|
|
|
|
|
|
|
| December 31, 2011 |
| June 30, 2012 |
| ||
|
|
|
|
|
|
|
|
Derivatives designated and effective as hedging instruments carried at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
| 8,552,314 |
|
| 20,630,635 |
|
|
|
|
|
|
|
|
|
Financial liabilities carried at fair value through profit or loss (FVTPL) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
| — |
|
| 3,134,329 |
|
|
|
|
|
|
|
|
|
Total |
|
| 8,552,314 |
|
| 23,764,964 |
|
|
|
|
|
|
|
|
|
Interest rate swaps, current liability |
|
| 3,451,080 |
|
| 4,339,773 |
|
Interest rate swaps, non – current liability |
|
| 5,101,234 |
|
| 19,425,191 |
|
|
|
|
|
|
|
|
|
Total |
|
| 8,552,314 |
|
| 23,764,964 |
|
Under these swap transactions, the bank counterparty effects quarterly floating-rate payments to the Group for the notional amount based on the three-month U.S. dollar LIBOR, and the Group effects quarterly payments to the bank on the notional amount at the respective fixed rates.
Interest rate swaps designated as cash flow hedging instruments
The principal terms of the interest rate swaps designated as cash flow hedging instruments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Notional Amount | ||
Subsidiary |
| Counterparty |
| Trade |
| Effective |
| Termination |
| Fixed Interest |
| December 31, 2011 |
| June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAS-one Ltd. |
| Danish Ship Finance |
| Sept 2008 |
| Sept 2008 |
| August 2013 |
| 3.84% |
| 72,968,326 |
| 70,356,218 |
GAS-one Ltd. |
| Danish Ship Finance |
| Oct 2011 |
| Nov 2011 |
| May 2020 |
| 2.10% |
| 84,187,193 |
| 81,173,475 |
GAS-three Ltd. |
| DNB bank ASA |
| April 2012 |
| Jan 2013 |
| Jan 2018 |
| 1.45% |
| — |
| 96,250,000 |
GAS-four Ltd. |
| DNB bank ASA |
| April 2012 |
| Mar 2013 |
| Mar 2018 |
| 1.50% |
| — |
| 96,250,000 |
GAS-five Ltd. |
| Nordea Bank Finland |
| Nov 2011 |
| May 2013 |
| May 2018 |
| 2.04% |
| 60,000,000 |
| 60,000,000 |
GAS-five Ltd. |
| Nordea Bank Finland |
| Nov 2011 |
| May 2013 |
| May 2018 |
| 1.96% |
| 75,000,000 |
| 75,000,000 |
GAS-six Ltd. |
| ABN-AMRO Bank |
| May 2012 |
| July 2013 |
| July 2019 |
| 1.72% |
| — |
| 63,500,000 |
GAS-six Ltd. |
| Nordea Bank Finland |
| Nov 2011 |
| July 2013 |
| July 2018 |
| 2.04% |
| 75,000,000 |
| 75,000,000 |
GAS-seven Ltd. |
| Credit Suisse AG |
| Mar 2012 |
| Nov 2013 |
| Nov 2020 |
| 2.23% |
| — |
| 108,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 367,155,519 |
| 725,529,693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The fixed interest agreements converted the floating interest rate exposure into a fixed interest rate in order to hedge the Group’s exposure to fluctuations in prevailing market interest rates. The derivative instruments listed above qualified as cash flow hedging instruments as of June 30, 2012.
For the four new swap agreements entered into by the Group during the six months ended June 30, 2012, there was a loss of $2,060,253 recognized on inception, charged against earnings which is included in Loss on Interest Rate Swaps, Net.
For the six months ended June 30, 2012, the effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments, amounting to a loss of $9,966,284, was recognized in Other Comprehensive Income. A loss of $51,784 relating to the ineffective portion of changes in the fair value of such derivatives was recognized against earnings during the six months ended June 30, 2012 and is included in Loss on Interest Rate Swaps, Net.
F-13
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the three months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
Interest rate swaps held for trading
The principal terms of the interest rate swaps held for trading were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Notional Amount | ||
Subsidiary |
| Counterparty |
| Trade |
| Effective |
| Termination |
| Fixed Interest |
| December 31, 2011 |
| June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAS-eight Ltd. |
| SEB(1) |
| Feb 2012 |
| Mar 2014 |
| Mar 2021 |
| 2.26% |
| — |
| 43,500,000 |
GAS-eight Ltd. |
| ING Bank N.V. |
| Feb 2012 |
| Mar 2014 |
| Mar 2021 |
| 2.26% |
| — |
| 43,500,000 |
GAS-eight Ltd. |
| SEB(1) |
| May 2012 |
| Mar 2014 |
| Mar 2021 |
| 2.05% |
| — |
| 14,000,000 |
GAS-eight Ltd. |
| ING Bank N.V. |
| May 2012 |
| Mar 2014 |
| Mar 2021 |
| 2.05% |
| — |
| 14,000,000 |
GAS-eight Ltd. |
| DNB Bank ASA |
| May 2012 |
| Mar 2014 |
| Mar 2021 |
| 2.05% |
| — |
| 14,000,000 |
GAS-eight Ltd. |
| CBA(2) |
| May 2012 |
| Mar 2014 |
| Mar 2021 |
| 2.06% |
| — |
| 14,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| — |
| 143,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Skandinavinska Enskilda Banken AB (publ)
(2)Commonwealth Bank of Australia
The derivative instruments listed above were not designated as cash flow hedging instruments. The change in the fair value of these contracts as of June 30, 2012 amounted to a net loss of $3,134,329 for the six months ended June 30, 2012, which was recognized against earnings in the period incurred and is included in Loss on Interest Rate Swaps, Net.
The fair value of the interest rate swaps at the end of reporting period was determined by discounting the future cash flows using the interest rate yield curves at the end of reporting period and the credit risk inherent in the contract. The interest rate swaps were grouped into Level 2, according to the definitions of Levels provided by IFRS 7,Financial Instruments Disclosure. There were no financial instruments in Levels 1 and 3 and no transfers between Levels 1, 2 or 3 during the periods presented.
14. Segment Reporting
The Group’s segments are: (1) vessel ownership and (2) vessel management.
Unallocated items primarily comprise assets and expenses relating to the Group’s administrative functions including compensation paid to senior management and directors and other costs, as well as financial investment activities.
The following tables include revenues and results for these segments as of and for the periods presented in these unaudited condensed consolidated financial statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended June 30, 2012 |
| |||||||||||||
|
|
| ||||||||||||||
|
| Vessel ownership |
| Vessel management |
| Unallocated |
| Eliminations |
| Total |
| |||||
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers (1) |
|
| 13,993,658 |
|
| 2,713,357 |
|
| — |
|
| — |
|
| 16,707,015 |
|
Inter-segment revenues |
|
| — |
|
| 1,135,637 |
|
| — |
|
| (1,135,637 | ) |
| — |
|
Vessel operating and supervision costs |
|
| (2,419,273 | ) |
| (1,739,862 | ) |
| — |
|
| 934,106 |
|
| (3,225,029 | ) |
Depreciation of fixed assets |
|
| (3,135,874 | ) |
| (80,387 | ) |
| (33,362 | ) |
| — |
|
| (3,249,623 | ) |
General and administrative expenses |
|
| (434,603 | ) |
| (2,340,419 | ) |
| (3,534,056 | ) |
| — |
|
| (6,309,078 | ) |
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) from operations |
|
| 8,003,908 |
|
| (311,674 | ) |
| (3,567,418 | ) |
| (201,531 | ) |
| 3,923,285 |
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial costs |
|
| (2,926,744 | ) |
| (14,658 | ) |
| (4,248 | ) |
| — |
|
| (2,945,650 | ) |
Financial income |
|
| 62,573 |
|
| 6 |
|
| 381,280 |
|
| — |
|
| 443,859 |
|
Loss on interest rate swaps, net |
|
| (5,348,349 | ) |
| — |
|
| — |
|
| — |
|
| (5,348,349 | ) |
Share of profit of associate |
|
| 374,728 |
|
| — |
|
| — |
|
| — |
|
| 374,728 |
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
| 166,116 |
|
| (326,326 | ) |
| (3,190,386 | ) |
| (201,531 | ) |
| (3,552,127 | ) |
|
|
|
|
|
|
|
F-14
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the three months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended June 30, 2011 |
| |||||||||||||
|
|
| ||||||||||||||
|
| Vessel ownership |
| Vessel management |
| Unallocated |
| Eliminations |
| Total |
| |||||
|
|
|
|
|
|
| ||||||||||
Statement of income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers (1) |
|
| 13,828,727 |
|
| 2,642,111 |
|
| — |
|
| — |
|
| 16,470,838 |
|
Inter-segment revenues |
|
| — |
|
| 793,414 |
|
| — |
|
| (793,414 | ) |
| — |
|
Vessel operating and supervision costs |
|
| (2,283,360 | ) |
| (1,038,526 | ) |
| — |
|
| 256,215 |
|
| (3,065,671 | ) |
Depreciation of fixed assets |
|
| (3,153,104 | ) |
| (35,500 | ) |
| (14,726 | ) |
| — |
|
| (3,203,330 | ) |
General and administrative expenses |
|
| (522,393 | ) |
| (1,783,250 | ) |
| (1,965,161 | ) |
| 537,199 |
|
| (3,733,605 | ) |
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) from operations |
|
| 7,869,870 |
|
| 578,249 |
|
| (1,979,887 | ) |
| — |
|
| 6,468,232 |
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial costs |
|
| (2,339,567 | ) |
| (8,670 | ) |
| (2,043 | ) |
| — |
|
| (2,350,280 | ) |
Financial income |
|
| 3,927 |
|
| 1,875 |
|
| — |
|
| — |
|
| 5,802 |
|
Share of profit of associate |
|
| 349,888 |
|
| — |
|
| — |
|
| — |
|
| 349,888 |
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
| 5,884,118 |
|
| 571,454 |
|
| (1,981,930 | ) |
| — |
|
| 4,473,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Six months ended June 30, 2012 |
| |||||||||||||
|
|
| ||||||||||||||
|
| Vessel ownership |
| Vessel management |
| Unallocated |
| Eliminations |
| Total |
| |||||
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers (1) |
|
| 27,986,086 |
|
| 5,323,316 |
|
| — |
|
| — |
|
| 33,309,402 |
|
Inter-segment revenues |
|
| — |
|
| 2,121,927 |
|
| — |
|
| (2,121,927 | ) |
| — |
|
Vessel operating and supervision costs |
|
| (4,838,267 | ) |
| (3,678,330 | ) |
| — |
|
| 1,803,380 |
|
| (6,713,217 | ) |
Depreciation of fixed assets |
|
| (6,271,749 | ) |
| (151,441 | ) |
| (61,641 | ) |
| — |
|
| (6,484,831 | ) |
General and administrative expenses |
|
| (434,403 | ) |
| (4,149,535 | ) |
| (6,909,907 | ) |
| — |
|
| (11,493,845 | ) |
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) from operations |
|
| 16,441,667 |
|
| (534,063 | ) |
| (6,971,548 | ) |
| (318,547 | ) |
| 8,617,509 |
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial costs |
|
| (5,919,049 | ) |
| (26,613 | ) |
| (8,418 | ) |
| — |
|
| (5,954,080 | ) |
Financial income |
|
| 62,573 |
|
| 6 |
|
| 381,280 |
|
| — |
|
| 443,859 |
|
Loss on interest rate swaps, net |
|
| (5,246,366 | ) |
| — |
|
| — |
|
| — |
|
| (5,246,366 | ) |
Share of profit of associate |
|
| 758,015 |
|
| — |
|
| — |
|
| — |
|
| 758,015 |
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
| 6,096,840 |
|
| (560,670 | ) |
| (6,598,686 | ) |
| (318,547 | ) |
| (1,381,063 | ) |
|
|
|
|
|
|
| ||||||||||
Segment assets as of June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
| 654,012,072 |
|
| 8,605,345 |
|
| 302,672,064 |
|
| (51,023,487 | ) |
| 914,265,994 |
|
F-15
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the three months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Six months ended June 30, 2011 |
| |||||||||||||
|
|
| ||||||||||||||
|
| Vessel ownership |
| Vessel management |
| Unallocated |
| Eliminations |
| Total |
| |||||
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers (1) |
|
| 27,529,899 |
|
| 5,226,634 |
|
| — |
|
| — |
|
| 32,756,533 |
|
Inter-segment revenues |
|
| — |
|
| 1,287,199 |
|
| — |
|
| (1,287,199 | ) |
| — |
|
Vessel operating and supervision costs |
|
| (4,724,553 | ) |
| (1,869,902 | ) |
| — |
|
| 482,500 |
|
| (6,111,955 | ) |
Depreciation of fixed assets |
|
| (6,306,210 | ) |
| (70,146 | ) |
| (29,424 | ) |
| — |
|
| (6,405,780 | ) |
General and administrative expenses |
|
| (871,337 | ) |
| (3,327,202 | ) |
| (3,360,629 | ) |
| 804,699 |
|
| (6,754,469 | ) |
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) from operations |
|
| 15,627,799 |
|
| 1,246,583 |
|
| (3,390,053 | ) |
| — |
|
| 13,484,329 |
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial costs |
|
| (4,663,998 | ) |
| (17,889 | ) |
| (3,613 | ) |
| — |
|
| (4,685,500 | ) |
Financial income |
|
| 25,057 |
|
| 3,848 |
|
| — |
|
| — |
|
| 28,905 |
|
Share of profit of associate |
|
| 657,349 |
|
| — |
|
| — |
|
| — |
|
| 657,349 |
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
| 11,646,207 |
|
| 1,232,542 |
|
| (3,393,666 | ) |
| — |
|
| 9,485,083 |
|
|
|
|
|
|
|
|
(1) During the three and six months ended June 30, 2011 and June 30, 2012, the vessel ownership segment had two vessels that were time chartered out and earned revenue from external customers.
15. Earnings/(loss) per share
Basic earnings/(loss) per share was calculated by dividing the net profit/(loss) for the period attributable to the owners of the common shares by the weighted average number of common shares issued and outstanding during the period. Manager shares and subsidiary manager shares contained the right to receive non-forfeitable dividends (whether paid or unpaid) and participated equally with common shares in undistributed earnings and therefore were participating securities and, thus, are included in the two-class method of computing basic earnings/(loss) per share.
Diluted earnings/(loss) per share is calculated by dividing the profit/(loss) for the period attributable to the owners of the Group by the weighted average number of all potential ordinary shares assumed to have been converted into common shares. As the Group’s capital structure only includes common shares and, prior to the IPO, included manager shares and subsidiary manager shares which were participating securities (i.e., there are no other potential common shares), diluted earnings/(loss) per share under the two-class method for the three and six months ended June 30, 2011 and 2012 was the same as basic earnings/(loss) per share for the respective period.
The following reflects the earnings/(loss) and share data used in the basic and diluted earnings/(loss) per share computations:
|
|
|
|
|
|
|
|
|
| Three months ended |
| ||||
|
|
| |||||
|
| June 30, 2011 |
| June 30, 2012 |
| ||
|
|
|
| ||||
Basic earnings/(loss) per share |
|
|
|
|
|
|
|
Profit/(loss) for the period attributable to owners of the Group |
|
| 4,652,132 |
|
| (3,552,127 | ) |
Less: Earnings/(loss) allocated to manager shares and subsidiary manager shares |
|
| 404,736 |
|
| (5,578 | ) |
|
|
|
| ||||
|
|
|
|
|
|
|
|
Earnings/(loss) attributable to the owners of common shares used in the calculation of basic earnings/(loss) per share |
|
| 4,247,396 |
|
| (3,546,549 | ) |
|
|
|
| ||||
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding, basic |
|
| 35,700,000 |
|
| 61,721,614 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
Basic earnings/(loss) per share |
|
| 0.12 |
|
| (0.06 | ) |
|
|
|
| ||||
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
|
|
|
|
|
Profit/(loss) for the period attributable to owners of the Group used in the calculation of diluted earnings/(loss) per share |
|
| 4,652,132 |
|
| (3,552,127 | ) |
|
|
|
| ||||
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding, basic |
|
| 35,700,000 |
|
| 61,721,614 |
|
Potential ordinary shares relating to manager shares and subsidiary manager shares outstanding (Note 11) |
|
| 3,401,496 |
|
| 97,083 |
|
Weighted average number of shares used in the calculation of diluted earnings/(loss) per share |
|
| 39,101,496 |
|
| 61,818,697 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
Diluted earnings/(loss) per share |
|
| 0.12 |
|
| (0.06 | ) |
|
|
|
|
F-16
GasLog Ltd. and its Subsidiaries
Notes to the unaudited condensed consolidated financial statements
For the three months ended June 30, 2011 and 2012
(All amounts expressed in U.S. Dollars)
|
|
|
|
|
|
|
|
|
| Six months ended |
| ||||
|
|
| |||||
|
| June 30, 2011 |
| June 30, 2012 |
| ||
|
|
|
| ||||
Basic earnings/(loss) per share |
|
|
|
|
|
|
|
Profit /(loss) for the period attributable to owners of the Group |
|
| 9,802,056 |
|
| (1,381,063 | ) |
Less: Earnings/(loss) allocated to manager shares and subsidiary manager shares |
|
| 852,736 |
|
| (33,120 | ) |
|
|
|
| ||||
|
|
|
|
|
|
|
|
Earnings/(loss) attributable to the owners of common shares (including common A shares) used in the calculation of basic earnings/(loss) per share |
|
| 8,949,320 |
|
| (1,347,943 | ) |
|
|
|
| ||||
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding, basic |
|
| 35,700,000 |
|
| 49,249,996 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
Basic earnings/(loss) per share |
|
| 0.25 |
|
| (0.03 | ) |
|
|
|
| ||||
|
|
|
|
|
|
|
|
Diluted earnings/(loss) per share |
|
|
|
|
|
|
|
Profit/(loss) for the period attributable to owners of the Group used in the calculation of diluted earnings/(loss) per share |
|
| 9,802,056 |
|
| (1,381,063 | ) |
|
|
|
| ||||
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding, basic |
|
| 35,700,000 |
|
| 49,249,996 |
|
Potential ordinary shares relating to manager shares and subsidiary manager shares outstanding (Note 11) |
|
| 3,401,496 |
|
| 1,210,101 |
|
Weighted average number of shares used in the calculation of diluted earnings/(loss) per share |
|
| 39,101,496 |
|
| 50,460,097 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
Diluted earnings/(loss) per share |
|
| 0.25 |
|
| (0.03 | ) |
|
|
|
|
16. Subsequent Events
In July 2012, the Group paid $28,700,000 to Samsung Heavy Industries Co. Ltd. in installment payments for the vessels under construction.
F-17