Exhibit 99.3
GASLOG PARTNERS LP
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
Unaudited condensed consolidated statements of financial position
As of December 31, 2021 and September 30, 2022
(All amounts expressed in thousands of U.S. Dollars, except unit data)
Note | December 31, 2021 | September 30, 2022 | ||||
Assets | ||||||
Non-current assets | ||||||
Other non-current assets | 44 | 109 | ||||
Derivative financial instruments – non-current portion | 12 | — | 1,616 | |||
Tangible fixed assets | 4 | 1,888,583 | 1,696,055 | |||
Right-of-use assets | 5 | 81,996 | 69,192 | |||
Total non-current assets | 1,970,623 | 1,766,972 | ||||
Current assets | ||||||
Vessel held for sale | 4 | — | 60,760 | |||
Trade and other receivables | 11,156 | 20,278 | ||||
Inventories | 2,991 | 3,075 | ||||
Prepayments and other current assets | 1,433 | 1,490 | ||||
Derivative financial instruments – current portion | 12 | — | 1,718 | |||
Short-term cash deposits | — | 25,000 | ||||
Cash and cash equivalents | 145,530 | 138,956 | ||||
Total current assets | 161,110 | 251,277 | ||||
Total assets | 2,131,733 | 2,018,249 | ||||
Partners’ equity and liabilities | ||||||
Partners’ equity | ||||||
Common unitholders (51,137,201 units issued and outstanding as of December 31, 2021 and 51,687,865 units issued and outstanding as of September 30, 2022) | 6 | 579,447 | 635,193 | |||
General partner (1,077,494 units issued and outstanding as of December 31, 2021 and 1,080,263 units issued and outstanding as of September 30, 2022) | 6 | 10,717 | 11,902 | |||
Preference unitholders (5,750,000 Series A Preference Units, 4,135,571 Series B Preference Units and 3,730,451 Series C Preference Units issued and outstanding as of December 31, 2021 and 5,436,221 Series A Preference Units, 3,624,034 Series B Preference Units and 3,205,857 Series C Preference Units issued and outstanding as of September 30, 2022) | 6 | 329,334 | 290,322 | |||
Total partners’ equity | 919,498 | 937,417 | ||||
Current liabilities | ||||||
Trade accounts payable | 9,547 | 10,391 | ||||
Due to related parties | 3 | 952 | 1,172 | |||
Derivative financial instruments—current portion | 12 | 5,184 | — | |||
Other payables and accruals | 8 | 50,171 | 49,915 | |||
Borrowings—current portion | 7 | 99,307 | 122,851 | |||
Lease liabilities—current portion | 5 | 10,342 | 10,535 | |||
Total current liabilities | 175,503 | 194,864 | ||||
Non-current liabilities | ||||||
Derivative financial instruments—non-current portion | 12 | 4,061 | — | |||
Borrowings—non-current portion | 7 | 986,451 | 847,988 | |||
Lease liabilities—non-current portion | 5 | 45,556 | 37,680 | |||
Other non-current liabilities | 664 | 300 | ||||
Total non-current liabilities | 1,036,732 | 885,968 | ||||
Total partners’ equity and liabilities | 2,131,733 | 2,018,249 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
Unaudited condensed consolidated statements of profit or loss and total comprehensive income
For the three and nine months ended September 30, 2021 and 2022
(All amounts expressed in thousands of U.S. Dollars, except per unit data)
For the three months ended | For the nine months ended | ||||||||||
Note | September 30, 2021 | September 30, 2022 | September 30, 2021 | September 30, 2022 | |||||||
Revenues | 9 | 80,535 | 95,679 | 237,975 | 266,060 | ||||||
Voyage expenses and commissions | (1,371 | ) | (1,383 | ) | (5,302 | ) | (5,016 | ) | |||
Vessel operating costs | 11 | (18,555 | ) | (16,744 | ) | (56,406 | ) | (54,365 | ) | ||
Depreciation | 4, 5 | (21,281 | ) | (20,696 | ) | (62,765 | ) | (64,907 | ) | ||
General and administrative expenses | 10 | (3,295 | ) | (4,263 | ) | (9,854 | ) | (13,334 | ) | ||
Loss on disposal of vessel | 4 | — | (166 | ) | — | (166 | ) | ||||
Impairment loss on vessels | 4 | — | — | — | (28,027 | ) | |||||
Profit from operations | 36,033 | 52,427 | 103,648 | 100,245 | |||||||
Financial costs | 13 | (9,373 | ) | (13,381 | ) | (27,904 | ) | (31,940 | ) | ||
Financial income | 9 | 612 | 32 | 872 | |||||||
(Loss)/gain on derivatives | 13 | (182 | ) | 2,993 | 734 | 9,216 | |||||
Total other expenses, net | (9,546 | ) | (9,776 | ) | (27,138 | ) | (21,852 | ) | |||
Profit and total comprehensive income for the period | 26,487 | 42,651 | 76,510 | 78,393 | |||||||
Earnings per unit, basic and diluted: | 14 | ||||||||||
Common unit, basic | 0.37 | 0.69 | 1.08 | 1.10 | |||||||
Common unit, diluted | 0.36 | 0.67 | 1.04 | 1.07 | |||||||
General partner unit | 0.37 | 0.69 | 1.09 | 1.10 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
Unaudited condensed consolidated statements of changes in partners’ equity
For the nine months ended September 30, 2021 and 2022
(All amounts expressed in thousands of U.S. Dollars, except unit data)
General partner | Common unitholders | Class B unitholders | Preference unitholders | Total Partners’ equity | |||||||||||||
Units | Amounts | Units | Amounts | Units | Units | Amounts | |||||||||||
Balance as of January 1, 2021 | 1,021,336 | 11,028 | 47,517,824 | 594,901 | 2,075,000 | 14,350,000 | 347,889 | 953,818 | |||||||||
Net proceeds from public offerings of common units and issuances of general partner units | 56,158 | 205 | 3,195,401 | 9,637 | — | — | — | 9,842 | |||||||||
Settlement of awards vested during the period | — | — | 8,976 | — | — | — | — | — | |||||||||
Repurchases of preference units (Note 14) | — | 3 | — | 132 | — | (489,337 | ) | (12,496 | ) | (12,361 | ) | ||||||
Conversion of Class B units to common units | — | — | 415,000 | — | (415,000 | ) | — | — | — | ||||||||
Distributions declared | — | (31 | ) | — | (1,461 | ) | — | — | (22,576 | ) | (24,068 | ) | |||||
Share-based compensation, net of accrued distribution | — | 6 | — | 266 | — | — | — | 272 | |||||||||
Partnership’s profit and total comprehensive income (Note 14) | — | 1,127 | — | 52,890 | — | — | 22,493 | 76,510 | |||||||||
Balance as of September 30, 2021 | 1,077,494 | 12,338 | 51,137,201 | 656,365 | 1,660,000 | 13,860,663 | 335,310 | 1,004,013 | |||||||||
Balance as of January 1, 2022 | 1,077,494 | 10,717 | 51,137,201 | 579,447 | 1,660,000 | 13,616,022 | 329,334 | 919,498 | |||||||||
Repurchases of preference units (Notes 6, 14) | — | (5 | ) | — | (215 | ) | — | (1,349,910 | ) | (38,524 | ) | (38,744 | ) | ||||
Conversion of Class B units to common units (Note 6) | — | — | 415,000 | — | (415,000 | ) | — | — | — | ||||||||
Settlement of awards vested during the period and issuance of general partner units (Note 6) | 2,769 | 16 | 135,664 | — | — | — | — | 16 | |||||||||
Distributions declared (Note 6) | — | (32 | ) | — | (1,540 | ) | — | — | (20,787 | ) | (22,359 | ) | |||||
Share-based compensation, net of accrued distribution | — | 12 | — | 601 | — | — | — | 613 | |||||||||
Partnership’s profit and total comprehensive income (Note 14) | — | 1,194 | — | 56,900 | — | — | 20,299 | 78,393 | |||||||||
Balance as of September 30, 2022 | 1,080,263 | 11,902 | 51,687,865 | 635,193 | 1,245,000 | 12,266,112 | 290,322 | 937,417 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
Unaudited condensed consolidated statements of cash flows
For the nine months ended September 30, 2021 and 2022
(All amounts expressed in thousands of U.S. Dollars)
For the nine months ended | ||||||||
Note | September 30, 2021 | September 30, 2022 | ||||||
Cash flows from operating activities: | ||||||||
Profit for the period | 76,510 | 78,393 | ||||||
Adjustments for: | ||||||||
Depreciation | 4, 5 | 62,765 | 64,907 | |||||
Impairment loss on vessels | 4 | — | 28,027 | |||||
Loss on disposal of vessel | 4 | — | 166 | |||||
Financial costs | 13 | 27,904 | 31,940 | |||||
Financial income | (32 | ) | (872 | ) | ||||
Gain on derivatives | 13 | (734 | ) | (9,216 | ) | |||
Share-based compensation | 10 | 266 | 612 | |||||
166,679 | 193,957 | |||||||
Movements in working capital | 7,897 | (8,241 | ) | |||||
Net cash provided by operating activities | 174,576 | 185,716 | ||||||
Cash flows from investing activities: | ||||||||
Proceeds from sale of vessel, net | 4 | — | 53,584 | |||||
Payments for tangible fixed assets additions | (15,419 | ) | (1,618 | ) | ||||
Financial income received | 32 | 488 | ||||||
Maturity of short-term cash deposits | 2,500 | — | ||||||
Purchase of short-term cash deposits | (2,500 | ) | (25,000 | ) | ||||
Net cash (used in)/provided by investing activities | (15,387 | ) | 27,454 | |||||
Cash flows from financing activities: | ||||||||
Borrowings repayments | 7 | (90,853 | ) | (118,371 | ) | |||
Payment of loan issuance costs | — | (14 | ) | |||||
Principal elements of lease payments | 5 | (310 | ) | (7,832 | ) | |||
Interest paid | 8, 13 | (35,277 | ) | (32,420 | ) | |||
Release of cash collateral for interest rate swaps | 280 | — | ||||||
Proceeds from public offerings of common units and issuances of general partner units (net of underwriting discounts and commissions) | 6 | 10,205 | 16 | |||||
Repurchases of preference units | 6 | (12,361 | ) | (38,744 | ) | |||
Payment of offering costs | (333 | ) | (20 | ) | ||||
Distributions paid (including common and preference) | 6 | (24,068 | ) | (22,359 | ) | |||
Net cash used in financing activities | (152,717 | ) | (219,744 | ) | ||||
Increase/(decrease) in cash and cash equivalents | 6,472 | (6,574 | ) | |||||
Cash and cash equivalents, beginning of the period | 103,736 | 145,530 | ||||||
Cash and cash equivalents, end of the period | 110,208 | 138,956 | ||||||
Non-cash investing and financing activities: | ||||||||
Capital expenditures included in liabilities at the end of the period | 10,279 | 6,531 | ||||||
Financing costs included in liabilities at the end of the period | 51 | 51 | ||||||
Offering costs included in liabilities at the end of the period | 30 | — | ||||||
Commission on vessel disposal included in liabilities at the end of the period | 4 | — | 1,075 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2021 and 2022
(All amounts expressed in thousands of U.S. Dollars, except unit data and per unit data)
1. Organization and Operations
GasLog Partners LP (“GasLog Partners” or the “Partnership”) was formed as a limited partnership under the laws of the Marshall Islands on January 23, 2014, as a wholly owned subsidiary of GasLog Ltd. (“GasLog”) for the purpose of initially acquiring the interests in three liquefied natural gas (“LNG”) carriers that were contributed to the Partnership by GasLog in connection with the initial public offering of its common units (the “IPO”).
The Partnership’s principal business is the acquisition and operation of LNG vessels, providing LNG transportation services on a worldwide basis. GasLog LNG Services Ltd. (“GasLog LNG Services” or the “Manager”), a related party and a wholly owned subsidiary of GasLog, incorporated under the laws of Bermuda, provides technical and commercial services to the Partnership. As of September 30, 2022, the Partnership wholly owned 13 LNG vessels and operated one LNG vessel leased back under a bareboat charter.
As of September 30, 2022, GasLog held a 33.2% ownership interest in the Partnership (including 2.0% through its general partner interest). As a result of its 100% ownership of the general partner, and the fact that the general partner elects the majority of the Partnership’s directors in accordance with the Partnership Agreement, GasLog has the ability to control the Partnership’s affairs and policies.
The accompanying unaudited condensed consolidated financial statements include the financial statements of GasLog Partners and its subsidiaries, which are 100% owned by the Partnership. GasLog-two Malta Ltd., a wholly owned subsidiary of the Partnership (dormant entity), was incorporated in Malta in August 2022. No other new subsidiaries were established or acquired in the nine months ended September 30, 2022.
2. Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Certain information and footnote disclosures required by International Financial Reporting Standards (“IFRS”) for a complete set of annual financial statements have been omitted, and, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Partnership’s annual consolidated financial statements for the year ended December 31, 2021, filed on an Annual Report on Form 20-F with the Securities Exchange Commission on March 1, 2022.
The unaudited condensed consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of derivative financial instruments. The same accounting policies and methods of computation have been followed in these unaudited condensed consolidated financial statements as applied in the preparation of the Partnership’s consolidated financial statements for the year ended December 31, 2021. On October 27, 2022, the Partnership’s board of directors authorized the unaudited condensed consolidated financial statements for issuance. The critical accounting judgments and key sources of estimation uncertainty were disclosed in the Partnership’s annual consolidated financial statements for the year ended December 31, 2021 and remain unchanged.
The unaudited condensed consolidated financial statements are expressed in thousands of U.S. Dollars (“USD”), which is the functional currency of the Partnership and each of its subsidiaries because their vessels operate in international shipping markets, in which revenues and expenses are primarily settled in USD and the Partnership’s most significant assets and liabilities are paid for and settled in USD.
Adoption of new and revised IFRS
(a) Standards and interpretations adopted in the current period
There were no IFRS standards or amendments that became effective in the current period which were relevant to the Partnership or material with respect to the Partnership’s financial statements.
(b) Standards and amendments in issue not yet adopted
At the date of authorization of these consolidated financial statements, the following standards and amendments relevant to the Partnership were in issue but not yet effective:
In January 2020, the IASB issued a narrow-scope amendment to IAS 1 Presentation of Financial Statements, to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (for example, the receipt of a waiver or a breach of covenant). The amendment also clarifies what IAS 1 means when it refers to the “settlement” of a liability as the extinguishment of a liability with cash, other economic resources or an entity’s own equity instruments. The amendment will be effective for annual periods beginning on or after January 1, 2024 and should be applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Earlier application is permitted. Management anticipates that this amendment will not have a material impact on the Partnership’s financial statements.
In February 2021, the IASB amended IAS 1 Presentation of Financial Statements, IFRS Practice Statement 2 and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to improve accounting policy disclosures and help the users of the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. The amendments will be effective for annual periods beginning on or
F-6
after January 1, 2023. Management anticipates that these amendments will not have a material impact on the Partnership’s financial statements.
The impact of all other IFRS standards and amendments issued but not yet adopted is not expected to be material with respect to the Partnership’s financial statements.
3. Related Party Transactions
The Partnership has the following balances with related parties, which have been included in the unaudited condensed consolidated statements of financial position:
Amounts due to related parties | |||
December 31, 2021 | September 30, 2022 | ||
Due to GasLog LNG Services (a) | 131 | 981 | |
Due to GasLog (b) | 821 | 191 | |
Total | 952 | 1,172 |
(a) | The balances represent mainly payments made by GasLog LNG Services on behalf of the Partnership. | |
(b) | The balances represent mainly payments made by GasLog on behalf of the Partnership. |
Loans due to related parties
The main terms of the revolving credit facility of $30,000 with GasLog (the “Sponsor Credit Facility”) have been disclosed in the annual consolidated financial statements for the year ended December 31, 2021. Refer to Note 7 “Borrowings”. As of December 31, 2021, the amount outstanding under the Sponsor Credit Facility was nil. The Sponsor Credit Facility matured in March 2022.
The main terms of the Partnership’s related party transactions, including the commercial management agreements, administrative services agreement and ship management agreements with GasLog and GasLog LNG Services, have been disclosed in the annual consolidated financial statements for the year ended December 31, 2021. Refer to Note 14 “Related Party Transactions”.
The Partnership had the following transactions with such related parties, which have been included in the unaudited condensed consolidated statements of profit or loss for the three and nine months ended September 30, 2021 and 2022:
For the three months ended | For the nine months ended | |||||||||||
Company | Details | Account | September 30, 2021 | September 30, 2022 | September 30, 2021 | September 30, 2022 | ||||||
GasLog LNG Services | Commercial management fees(i) | General and administrative expenses | 1,350 | 1,194 | 4,050 | 3,306 | ||||||
GasLog | Administrative services fees(ii) | General and administrative expenses | 1,177 | 2,144 | 3,531 | 6,486 | ||||||
GasLog LNG Services | Management fees(iii) | Vessel operating costs | 1,932 | 1,667 | 5,796 | 4,923 | ||||||
GasLog LNG Services | Other vessel operating costs | Vessel operating costs | — | 10 | 10 | 23 | ||||||
GasLog | Commitment fee under Sponsor Credit Facility (Note 13) | Financial costs | 77 | — | 228 | 68 | ||||||
GasLog | Realized loss on interest rate swaps held for trading (Note 13) | (Loss)/gain on derivatives | 947 | 3 | 3,639 | 1,347 |
(i) | Effective January 1, 2022, the annual commercial management fee changed from $360 for each vessel to a fixed commission of 1.25% on the annual gross charter revenues of each vessel. |
(ii) | Effective January 1, 2022, the annual administrative services fee was changed to $579 per vessel, from $314 effective since January 1, 2021. |
(iii) | Effective January 1, 2022, the management fee was changed to $37.5 per vessel per month (from $46 per vessel per month). In April 2022, GAS-eight Ltd. entered into a similar management agreement for the Solaris, previously managed by a subsidiary of Shell plc. |
4. Tangible Fixed Assets
The movement in tangible fixed assets (i.e. vessels and their associated depot spares) is reported in the following table:
Vessels | Other tangible assets | Total tangible fixed assets | ||||
Cost | ||||||
As of January 1, 2022 | 2,681,095 | 4,089 | 2,685,184 | |||
Additions, net | 437 | 451 | 888 | |||
Transfer under Vessels held for sale | (324,034 | ) | — | (324,034 | ) | |
As of September 30, 2022 | 2,357,498 | 4,540 | 2,362,038 |
F-7
Accumulated depreciation and impairment loss | ||||||
As of January 1, 2022 | 796,601 | — | 796,601 | |||
Depreciation | 51,954 | — | 51,954 | |||
Transfer under Vessels held for sale | (182,572 | ) | — | (182,572 | ) | |
As of September 30, 2022 | 665,983 | — | 665,983 | |||
Net book value | ||||||
As of December 31, 2021 | 1,884,494 | 4,089 | 1,888,583 | |||
As of September 30, 2022 | 1,691,515 | 4,540 | 1,696,055 |
All vessels have been pledged as collateral under the terms of the Partnership’s credit facilities.
In June 2022, GAS-twenty Ltd., the vessel-owning entity of the Methane Shirley Elisabeth, entered into a Memorandum of Agreement with respect to the sale of its vessel to an unrelated third party, with the transaction completed on September 14, 2022. Also, as of June 30, 2022, GasLog Partners had been actively pursuing to enter into an agreement for the sale and lease-back of a second steam turbine propulsion (“Steam”) vessel, the Methane Heather Sally, which was executed in October 2022 (Note 16). All criteria outlined by IFRS 5 Non-current Assets Held for Sale and Discontinued Operations were deemed to have been met as of June 30, 2022 with respect to both vessels. As a result, the carrying amounts of the Methane Shirley Elisabeth ($67,339) and the Methane Heather Sally ($74,123) were reclassified as “Vessels held for sale” (within current assets) and remeasured at the lower between carrying amount and fair value less costs to sell, resulting in the recognition of an impairment loss of $14,664 and $13,363, respectively, as of June 30, 2022. During the three and nine months ended September 30, 2022, a loss of $166 arising from the sale of the Methane Shirley Elisabeth was recorded in the consolidated statement of profit or loss.
As of September 30, 2022, the Partnership concluded that there were no events or circumstances triggering the existence of potential impairment or reversal of impairment of its remaining vessels.
5. Leases
The movements in right-of-use assets are reported in the following table:
Right-of-Use Assets | Vessel | Vessels’ Equipment | Total | |||
As of January 1, 2022 | 81,651 | 345 | 81,996 | |||
Additions, net | — | 149 | 149 | |||
Depreciation | (12,658) | (295) | (12,953) | |||
As of September 30, 2022 | 68,993 | 199 | 69,192 |
An analysis of the lease liabilities is as follows:
Lease Liabilities | |||
As of January 1, 2022 | 55,898 | ||
Additions, net | 149 | ||
Interest expense on leases (Note 13) | 1,189 | ||
Payments | (9,021 | ) | |
As of September 30, 2022 | 48,215 | ||
Lease liabilities—current portion | 10,535 | ||
Lease liabilities—non-current portion | 37,680 | ||
Total | 48,215 |
6. Partners’ Equity
The Partnership’s cash distributions for the nine months ended September 30, 2022 are presented in the following table:
Declaration date | Type of units | Distribution per unit | Payment date | Amount paid | ||||
January 26, 2022 | Common | $0.01 | February 9, 2022 | 522 | ||||
February 25, 2022 | Preference (Series A, B, C) | $0.5390625, $0.5125, $0.53125 | March 15, 2022 | 7,112 | ||||
April 27, 2022 | Common | $0.01 | May 11, 2022 | 522 | ||||
May 12, 2022 | Preference (Series A, B, C) | $0.5390625, $0.5125, $0.53125 | June 15, 2022 | 6,898 | ||||
July 27, 2022 | Common | $0.01 | August 11, 2022 | 528 | ||||
July 27, 2022 | Preference (Series A, B, C) | $0.5390625, $0.5125, $0.53125 | September 15, 2022 | 6,777 | ||||
Total | $22,359 |
F-8
On April 1, 2022, GasLog Partners issued 33,700 common units in connection with the vesting of 19,638 Restricted Common Units (“RCUs”) and 14,062 Performance Common Units (“PCUs”) under its 2015 Long-Term Incentive Plan (the “2015 Plan”). On June 30, 2022, GasLog Partners issued 101,964 common units in connection with the vesting of 50,982 RCUs and 50,982 PCUs under its 2015 Plan. During this period, the Partnership also issued 2,769 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest for net proceeds of $16.
On July 1, 2022, GasLog Partners issued 415,000 common units in connection with GasLog’s option to convert the third tranche of its Class B units issued upon the elimination of incentive distributions rights in June 2019.
In the nine months ended September 30, 2022, under the Partnership’s preference unit repurchase programme established in March 2021 and covering the period March 11, 2021 to March 31, 2023, GasLog Partners repurchased and cancelled 313,779 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series A Preference Units”), 511,537 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series B Preference Units”) and 524,594 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series C Preference Units”). The aggregate amount paid during the period for repurchases of preference units was $38,744, including commissions and an amount of $4,678 relating to 90,841 Series A Preference Units, 70,000 Series B Preference Units and 27,000 Series C Preference Units, which were cancelled on October 3, 2022 (Note 16).
7. Borrowings
December 31, 2021 | September 30, 2022 | ||||||||
Amounts due within one year | 103,493 | 126,903 | |||||||
Less: unamortized deferred loan issuance costs | (4,186 | ) | (4,052 | ) | |||||
Borrowings – current portion | 99,307 | 122,851 | |||||||
Amounts due after one year | 996,242 | 854,461 | |||||||
Less: unamortized deferred loan issuance costs | (9,791 | ) | (6,473 | ) | |||||
Borrowings – non-current portion | 986,451 | 847,988 | |||||||
Total | 1,085,758 | 970,839 |
The main terms of the credit facilities, including financial covenants, and the Sponsor Credit Facility have been disclosed in the annual consolidated financial statements for the year ended December 31, 2021. Refer to Note 7 “Borrowings”.
In July 2022, pursuant to a “margin reset clause” included in the credit agreement of $193,713 with DNB Bank ASA, London Branch and ING Bank N.V., London Branch (the “Lenders”), which required the Lenders and GAS-nineteen Ltd., GAS-twenty one Ltd., and GAS-twenty seven Ltd. (together, the “Borrowers”) to renegotiate the facility’s margin, the Borrowers and Lenders agreed for the margin to remain unchanged and the facility to be transitioned from the three-month USD London Interbank Offered Rate (“LIBOR”) to the three-month Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR”) Reference Rates as administered by CME Group Benchmark Administration Limited (“CBA”), effective July 21, 2022.
On September 14, 2022, the outstanding indebtedness of GAS-twenty Ltd. in the amount of $32,154 was prepaid pursuant to the sale of the Methane Shirley Elisabeth (refer to Note 4). The relevant advance of the loan agreement was cancelled and the respective unamortized loan fees of $294 written-off to the consolidated statement of profit or loss. Also, in the nine months ended September 30, 2022, the Partnership repaid $86,217 in accordance with the repayment terms under its credit facilities.
The current portion of borrowings includes an amount of $32,565 (debt less unamortized loan issuance costs) with respect to the Steam vessel Methane Heather Sally, classified as “Vessel held for sale” as of September 30, 2022 (Note 4). The amount is expected to be prepaid pursuant to the completion of the sale and lease-back transaction (Note 16).
The carrying amount of the Partnership’s credit facilities recognized in the unaudited condensed consolidated financial statements approximates their fair value after adjusting for the unamortized loan issuance costs.
GasLog Partners was in compliance with its financial covenants as of September 30, 2022.
8. Other Payables and Accruals
An analysis of other payables and accruals is as follows:
December 31, 2021 | September 30, | ||||||||
Unearned revenue | 28,325 | 28,244 | |||||||
Accrued off-hire | 1,768 | 1,801 | |||||||
Accrued purchases | 3,273 | 2,373 | |||||||
Accrued interest | 9,180 | 8,597 | |||||||
Other accruals | 7,625 | 8,900 | |||||||
Total | 50,171 | 49,915 |
F-9
9. Revenues
The Partnership has recognized the following amounts relating to revenues:
For the three months ended | For the nine months ended | |||||||
September 30, 2021 | September 30, 2022 | September 30, 2021 | September 30, 2022 | |||||
Revenues from long-term time charters | 39,960 | 38,422 | 132,875 | 122,983 | ||||
Revenues from spot time charters | 40,575 | 57,257 | 105,100 | 143,077 | ||||
Total | 80,535 | 95,679 | 237,975 | 266,060 |
The Partnership defines long-term time charters as charter party agreements with an initial duration of more than five years (excluding any optional periods), while all charter party agreements of an initial duration of less than (or equal to) five years (excluding any optional periods) are classified as spot time charters.
10. General and Administrative Expenses
An analysis of general and administrative expenses is as follows:
For the three months ended | For the nine months ended | |||||||
September 30, 2021 | September 30, 2022 | September 30, 2021 | September 30, 2022 | |||||
Administrative services fees (Note 3) | 1,177 | 2,144 | 3,531 | 6,486 | ||||
Commercial management fees (Note 3) | 1,350 | 1,194 | 4,050 | 3,306 | ||||
Share-based compensation | 99 | 149 | 266 | 612 | ||||
Other expenses | 669 | 776 | 2,007 | 2,930 | ||||
Total | 3,295 | 4,263 | 9,854 | 13,334 |
11. Vessel Operating Costs
An analysis of vessel operating costs is as follows:
For the three months ended | For the nine months ended | |||||||
September 30, 2021 | September 30, 2022 | September 30, 2021 | September 30, 2022 | |||||
Crew costs | 10,324 | 9,621 | 28,971 | 30,907 | ||||
Technical maintenance expenses | 4,418 | 3,242 | 14,632 | 11,179 | ||||
Other operating expenses | 3,813 | 3,881 | 12,803 | 12,279 | ||||
Total | 18,555 | 16,744 | 56,406 | 54,365 |
12. Derivative Financial Instruments
The fair value of the Partnership’s derivative assets is as follows:
December 31, 2021 | September 30, | |||
Derivative assets carried at fair value through profit or loss (FVTPL) | ||||
Interest rate swaps | — | 3,334 | ||
Total | — | 3,334 | ||
Derivative financial instruments, current assets | — | 1,718 | ||
Derivative financial instruments, non-current assets | — | 1,616 | ||
Total | — | 3,334 |
The fair value of the Partnership’s derivative liabilities is as follows:
December 31, 2021 | September 30, | |||||||
Derivative liabilities carried at fair value through profit or loss (FVTPL) | ||||||||
Interest rate swaps | 9,245 | — | ||||||
Total | 9,245 | — | ||||||
Derivative financial instruments, current liability | 5,184 | — | ||||||
Derivative financial instruments, non-current liability | 4,061 | — | ||||||
Total | 9,245 | — |
F-10
Interest rate swap agreements
The Partnership enters into interest rate swap agreements which convert the floating interest rate exposure into a fixed interest rate in order to economically hedge a portion of the Partnership’s exposure to fluctuations in prevailing market interest rates. Under the interest rate swaps, the counterparty effects quarterly floating-rate payments to the Partnership for the notional amount based on LIBOR, and the Partnership effects quarterly payments to the counterparty on the notional amount at the respective fixed rates.
Interest rate swaps held for trading
The principal terms of the Partnership’s interest rate swaps held for trading have been disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021. Refer to Note 18 “Derivative Financial Instruments”.
The derivative instruments of the Partnership were not designated as cash flow hedging instruments as of September 30, 2022. The change in the fair value of the interest rate swaps for the three and nine months ended September 30, 2022 amounted to a gain of $3,297 and a gain of $12,579, respectively (for the three and nine months ended September 30, 2021, a gain of $1,787 and a gain of $7,356, respectively), which was recognized in profit or loss in the period incurred and is included in (Loss)/gain on derivatives. During the three and nine months ended September 30, 2022, the gain of $3,297 and the gain of $12,579, respectively (Note 13), was mainly attributable to changes in the USD LIBOR yield curve, which was used to calculate the present value of the estimated future cash flows, resulting in a decrease in derivative liabilities from interest rate swaps held for trading.
13. Financial Costs and (Loss)/gain on Derivatives
An analysis of financial costs is as follows:
For the three months ended | For the nine months ended | ||||||||
September 30, 2021 | September 30, 2022 | September 30, 2021 | September 30, 2022 | ||||||
Amortization and write-off of deferred loan issuance costs | 1,209 | 1,334 | 3,648 | 3,466 | |||||
Interest expense on loans | 7,538 | 11,469 | 23,137 | 26,546 | |||||
Interest expense on leases | 5 | 381 | 14 | 1,189 | |||||
Commitment fees | 77 | — | 228 | 68 | |||||
Other financial costs including bank commissions | 544 | 197 | 877 | 671 | |||||
Total financial costs | 9,373 | 13,381 | 27,904 | 31,940 |
An analysis of loss/(gain) on derivatives is as follows:
For the three months ended | For the nine months ended | ||||||||
September 30, 2021 | September 30, 2022 | September 30, 2021 | September 30, 2022 | ||||||
Unrealized gain on interest rate swaps held for trading (Note 12) | (1,787 | ) | (3,297 | ) | (7,356 | ) | (12,579 | ) | |
Realized loss on interest rate swaps held for trading | 1,969 | 304 | 6,622 | 3,363 | |||||
Total loss/(gain) on derivatives | 182 | (2,993 | ) | (734 | ) | (9,216 | ) |
14. Earnings per Unit (“EPU”)
The Partnership calculates earnings per unit by allocating reported profit for each period to each class of units based on the distribution policy for available cash stated in the Partnership Agreement.
Basic earnings per unit is determined by dividing profit for the period, after deducting preference unit distributions and adding/ deducting any difference of the carrying amount of preference units above/below the fair value of the consideration paid to settle them, by the weighted average number of units outstanding during the period. Diluted earnings per unit is calculated by dividing the profit of the period attributable to common unitholders by the weighted average number of potential ordinary common units assumed to have been converted into common units, unless such potential ordinary common units have an antidilutive effect.
Earnings per unit is presented for the period in which the units were outstanding, with earnings calculated as follows:
For the three months ended | For the nine months ended | ||||||||
September 30, 2021 | September 30, 2022 | September 30, 2021 | September 30, 2022 | ||||||
Profit for the period and Partnership’s profit | 26,487 | 42,651 | 76,510 | 78,393 | |||||
Adjustment for: | |||||||||
Accrued preference unit distributions | (7,329 | ) | (6,491 | ) | (22,493 | ) | (20,299 | ) | |
Differences on repurchase of preference units | 135 | (4 | ) | 135 | (220 | ) |
F-11
Partnership’s profit attributable to: | 19,293 | 36,156 | 54,152 | 57,874 | |||||
Common unitholders | 18,895 | 35,416 | 53,022 | 56,685 | |||||
General partner | 398 | 740 | 1,130 | 1,189 | |||||
Weighted average number of units outstanding (basic) | |||||||||
Common units | 51,132,690 | 51,683,354 | 48,950,508 | 51,332,736 | |||||
General partner units | 1,077,494 | 1,080,263 | 1,040,467 | 1,078,437 | |||||
Earnings per unit (basic) | |||||||||
Common unitholders | 0.37 | 0.69 | 1.08 | 1.10 | |||||
General partner | 0.37 | 0.69 | 1.09 | 1.10 | |||||
Weighted average number of units outstanding (diluted) | |||||||||
Common units* | 53,167,016 | 53,173,390 | 51,151,079 | 53,128,438 | |||||
General partner units | 1,077,494 | 1,080,263 | 1,040,467 | 1,078,437 | |||||
Earnings per unit (diluted) | |||||||||
Common unitholders | 0.36 | 0.67 | 1.04 | 1.07 | |||||
General partner | 0.37 | 0.69 | 1.09 | 1.10 |
* | Includes unvested awards with respect to the 2015 Plan and Class B units. After the conversion of the first, second and third tranche of 415,000 Class B units on July 1, 2020, 2021 and 2022, respectively, the remaining 1,245,000 Class B units will become eligible for conversion on a one-for-one basis into common units at GasLog’s option in three tranches of 415,000 units per annum on July 1 of 2023, 2024 and 2025. |
15. Commitments and Contingencies
Future gross minimum lease payments receivable in relation to non-cancellable time charter agreements for vessels in operation, including a vessel under a lease (Note 5) as of September 30, 2022, are as follows (30 off-hire days are assumed when each vessel will undergo scheduled dry-docking; in addition, early redelivery of the vessels by the charterers or any exercise of the charterers’ options to extend the terms of the charters are not accounted for):
Period | September 30, 2022 |
Not later than one year | 267,090 |
Later than one year and not later than two years | 87,261 |
Later than two years and not later than three years | 62,623 |
Later than three years and not later than four years | 32,155 |
Total | $449,129 |
In September 2017 and July 2018, GasLog LNG Services entered into maintenance agreements with Wartsila Greece S.A. in respect of nine of the Partnership’s LNG carriers. The agreements ensure dynamic maintenance planning, technical support, security of spare parts supply, specialist technical personnel and performance monitoring.
In March 2019, GasLog LNG Services entered into an agreement with Samsung Heavy Industries Co., Ltd. (“Samsung”) in respect of eleven of the Partnership’s LNG carriers. The agreement covers the supply of ballast water management systems on board the vessels by Samsung and associated field, commissioning and engineering services for a firm period of six years. As of September 30, 2022, ballast water management systems had been installed on seven out of the eleven vessels.
Various claims, suits and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, environmental claims, agents and insurers and from claims with suppliers relating to the operations of the Partnership’s vessels. Currently, management is not aware of any such claims or contingent liabilities requiring disclosure in the consolidated financial statements.
16. Subsequent Events
On October 3, 2022 and October 4, 2022, GasLog Partners repurchased and cancelled 101,627 Series A Preference Units, 75,100 Series B Preference Units and 32,900 Series C Preference Units under its preference unit repurchase programme.
On October 21, 2022, GasLog Partners’ subsidiary, GAS-twenty one Ltd., entered into a sale and lease-back agreement for the Methane Heather Sally, a Steam LNG carrier built in 2007, for $50,000. The vessel was sold to an unrelated third party and leased back under a bareboat charter until the middle of 2025, with no repurchase option or obligation. The transaction is expected to be completed within the year. The vessel remains on its charter with a Southeast Asian charterer.
On October 26, 2022, the board of directors of GasLog Partners approved and declared a quarterly cash distribution of $0.01 per common unit for the quarter ended September 30, 2022. The cash distribution is payable on November 10, 2022 to all unitholders of record as of November 7, 2022. The aggregate amount of the declared distribution will be $528 based on the number of units issued and outstanding as of September 30, 2022.
On October 26, 2022, the board of directors of GasLog Partners approved and declared a distribution on the Series A Preference Units of $0.5390625 per preference unit, a distribution on the Series B Preference Units of $0.5125 per preference unit and a distribution on the Series C Preference Units of $0.53125 per preference unit. The cash distributions are payable on December 15, 2022 to all unitholders of record as of December 8, 2022.
F-12