GasLog Partners LP (“GasLog Partners” or the “Partnership”)
(NYSE:GLOP), an international owner and operator of liquefied
natural gas (“LNG”) carriers, today reported its financial results for
the three month period ended September 30, 2014.
Highlights
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Acquired two LNG carriers from GasLog Ltd. for $328.0 million,
including $2.0 million of positive net working capital, with attached
multi-year charters to a subsidiary of BG Group plc (“BG Group”).
-
Successfully closed follow-on public equity offering and issuance of
general partner units raising total net proceeds of approximately $136
million.
-
Quarterly cash distribution of $0.375 per unit for the third quarter
of 2014, equivalent to $1.50 per unit on annual basis.
-
EBITDA(1) of $24.63 million and Adjusted EBITDA(1)
of $24.53 million for the third quarter of 2014.
-
Results attributable to the Partnership: EBITDA(1) of $15.9
million and Adjusted EBITDA(1) of $15.83 million for the
third quarter of 2014.
(1) EBITDA and Adjusted EBITDA are non-GAAP financial
measures. For definitions and reconciliations of these measurements to
the most directly comparable financial measures calculated and presented
in accordance with International Financial Reporting Standards (“IFRS”),
please refer to Exhibit II at the end of this press release.
CEO Statement and LNG Market Outlook
Mr. Andrew Orekar, Chief Executive Officer, stated: “I am delighted with
what GasLog Partners has achieved during its first full quarter as a
listed partnership. Our commitment to growing the Partnership has been
demonstrated in our successful first dropdown acquisition in the
quarter, less than five months after our initial public offering (the
“IPO”). With this transaction, we have increased the size of GasLog
Partners’ fleet from three to five vessels, increasing the scale of the
Partnership and diversifying our operations. I am also pleased to report
another set of strong financial and operating results for the quarter,
which are consistent with the guidance that we gave at the time of IPO.
Following the recently completed dropdown acquisition, we intend to
recommend to the Board an approximately 15% increase in our quarterly
cash distribution effective for the fourth quarter of 2014.”
Mr. Orekar added: “We believe that the outlook for LNG shipping is
strongly positive. There were a number of very promising LNG project
developments in the US during the quarter, highlighting North America’s
increasing importance in the LNG production industry. In the quarter, US
export projects continued to gain momentum as project partners in the 12
million tons per annum (“mtpa”) Cameron LNG project took Final
Investment Decision (“FID”), and Freeport LNG (13.2mtpa) and Cove Point
LNG (5.75mtpa) became the third and fourth projects to receive Federal
Energy Regulatory Commission (“FERC”) approval. We expect to see a
number of other large US projects taking FID over the next 12 months,
including Freeport (Q4 2014), Cove Point, Lake Charles and Corpus
Christi (all 2015).
In late 2014 into 2015, we expect the next wave of LNG projects to start
coming online in Australia with the Curtis project (4mpta) expected
later this year, followed by the Gladstone (8mpta), Gorgon (16mpta) and
Australia Pacific (5mpta) projects beginning to deliver material
additional volumes of LNG to the market. In total, there is currently
over 115mtpa of new LNG production capacity for which FID has been taken
but where production has yet to commence. This supports our expectation
that the medium to long-term outlook for LNG shipping is very positive.
Through the pipeline of assets at GasLog Ltd. and the potential for
opportunistic third-party, accretive acquisitions, we believe GasLog
Partners is very well positioned to continue to significantly grow its
fleet and cash distributions.”
Cash Distribution
On October 29, 2014, the board of directors of GasLog Partners declared
a quarterly cash distribution, with respect to the quarter ended
September 30, 2014, of $0.375 per unit. The quarter ended September 30,
2014 was the Partnership’s first full quarter since IPO. The cash
distribution is payable on November 14, 2014, to all unitholders of
record as of November 10, 2014. The aggregate amount of the declared
distribution will be $9.24 million.
Following the acquisition of the Methane Rita Andrea and the Methane
Jane Elizabeth discussed below, the Partnership’s management intends
to recommend to the Board an increase in the Partnership’s quarterly
cash distribution per unit of between $0.05625 and $0.06250, an increase
of approximately 15% above the existing minimum quarterly distribution
and an annualized increase of between $0.225 and $0.250 per unit. When
combined with the existing minimum quarterly cash distribution of
$0.375, this proposed increase results in a cash distribution of between
$0.43125 and $0.43750 per quarter. Any such increase would be
conditional upon, amongst other things, the approval of such increase by
the Board and the absence of any material adverse developments or
potentially attractive opportunities that would make such an increase
inadvisable.
Acquisition of the Methane Rita Andrea
and the Methane Jane Elizabeth and Follow-on Equity Offering
On September 29, 2014, GasLog Partners completed a follow-on public
offering of 4,500,000 common units and issued 91,837 general partner
units to its general partner in order for GasLog Ltd. to retain its 2.0%
general partner interest at an offering price of $31.00 per unit. The
total net proceeds from the above after deducting underwriting discounts
and other offering expenses were approximately $136 million. The
proceeds were used to partially finance the acquisition from GasLog Ltd.
of 100% of the ownership interests in GAS-sixteen Ltd. and GAS-seventeen
Ltd., the entities that each own one 145,000 cbm LNG carrier, the Methane
Rita Andrea and the Methane Jane Elizabeth, respectively, for
an aggregate purchase price of $328.0 million (the “Acquisition”) and to
prepay $25.0 million of debt in October 2014.
GasLog Ltd. had acquired the Methane Rita Andrea and the
Methane Jane Elizabeth from a subsidiary of BG Group together with
the Methane Lydon Volney on April 10, 2014, for an aggregate cost
of $468.0 million (from which $465.0 million was paid at the closing of
the deliveries while the payment of the remaining $3.0 million will be
made by GasLog Ltd. upon receipt of the relevant spares and before the
end of the initial term of the charter party agreements) and chartered
those vessels back to a subsidiary of BG Group for initial terms with an
average of six years.
The acquisition of GAS-sixteen Ltd. and GAS-seventeen Ltd. from GasLog
Ltd. was accounted for as a reorganization of companies under common
control. The Partnership’s historical results were retroactively
restated to reflect the historical results of GAS-sixteen Ltd. and
GAS-seventeen Ltd. from their date of incorporation by GasLog Ltd.
Appointment of Directors
GasLog Partners today announces that the Board has appointed Mr. Robert
B. Allardice III and Mr. David P. Conner as Independent Directors of the
Board of the Partnership effective October 29, 2014. Both gentlemen have
been appointed as members of the Audit and Conflicts Committees.
Mr. Allardice has a long career in the financial services industry,
having worked for Morgan Stanley in a number of roles for 16 years as
well as periods with Smith Barney and Deutsche Bank Americas Holding
Corp. Mr. Allardice currently sits on the Board of a number of
companies, including Hartford Financial Group, Ellington Housing Inc.
and Ellington Residential Mortgage REIT. Mr. Allardice is currently
Chairman of the Audit Committee of each of these Boards. Mr. Allardice
graduated and gained Honors from Yale University and Harvard Business
School.
Mr. Conner also has a long history in the banking industry, most
recently as Chief Executive Officer of OCBC Bank Ltd. in Singapore from
2002 to 2012. Prior to OCBC, Mr. Conner worked for Citibank for 26 years
in a number of locations including New York, Tokyo, Singapore, Mumbai
and Melbourne. Until recently, Mr. Conner sat on the Board of OCBC Bank
Ltd., where he also sat on the Executive Committee and Risk Management
Committee. Mr. Conner has a BA from Washington University in St. Louis
and MBA from Columbia University Business School.
In connection with the appointment of the new directors, the Board has
approved an amendment to the Partnership's First Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement") that (1)
increases the number of directors from five to seven, (2) provides that
following the 2015 annual meeting, the Board shall consist of four
Appointed Directors (rather than three as provided under the current
Partnership Agreement) and three Elected Directors (rather than two as
provided under the current Partnership Agreement) and (3) establishes
that Class III of the Elected Directors shall comprise one Elected
Director, or two Elected Directors following the surrender by the
General Partner of its right to appoint one Appointed Director (rather
than the Class III seat being empty until such surrender, as provided
under the current Partnership Agreement). This summary is qualified by
reference to the amendment itself, which is attached hereto as an
exhibit to our Financial Report for the third quarter of 2014, furnished
on form 6-K to the United States Securities and Exchange Commission (the
“Q3 6-K”).
Financial Summary
The results and the selected financial data presented herein derive from
the unaudited condensed combined and consolidated financial statements
of the Partnership that for the periods prior to the formation of the
Partnership include the combined accounts of GAS-three Ltd., GAS-four
Ltd. and GAS-five Ltd., as they were under the common control of GasLog
Ltd., and retrospectively adjusted to reflect the accounts of
GAS-sixteen Ltd. and GAS-seventeen Ltd. since their incorporation in
January 2014.
Three of our LNG carriers, the GasLog Shanghai, the GasLog
Santiago and the GasLog Sydney, were delivered and
immediately commenced their time charters with a subsidiary of BG Group
in January, March and May 2013, respectively. In addition, the Methane
Rita Andrea and the Methane Jane Elizabeth commenced their
time charters with a subsidiary of BG Group upon their acquisition by
GasLog Ltd. on April 10, 2014. During the three month period ended
September 30, 2014, our vessels had 460 operating days compared to 276
operating days during the three month period ended September 30, 2013.
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For the three months ended
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(All amounts expressed in thousands of U.S. dollars)
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September 30, 2013
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September 30, 2014
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Results attributable to the
Partnership September
30, 2014 (3)
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Revenue
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21,204
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33,302
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21,335
|
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EBITDA(1)
|
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|
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16,648
|
|
|
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24,628
|
|
|
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15,895
|
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Adjusted EBITDA(1)
|
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|
|
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16,668
|
|
|
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24,532
|
|
|
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15,829
|
|
Profit
|
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|
|
7,111
|
|
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13,626
|
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9,575
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Cash distribution declared(2)
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n/a
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n/a
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9,239
|
(1) EBITDA and Adjusted EBITDA are non-GAAP financial
measures. For definitions and reconciliations of these measurements to
the most directly comparable financial measures calculated and presented
in accordance with IFRS, please refer to Exhibit II at the end of this
press release.
(2) For the reconciliation of Cash distribution declared to
Distributable Cash Flow, please refer to Exhibit II at the end of this
press release.
(3) Results attributable to the Partnership is a non-GAAP
presentation. It excludes amounts related to GAS-sixteen Ltd. and
GAS-seventeen Ltd. for the period prior to their transfer to the
Partnership on September 29, 2014. Whilst these amounts are reflected in
the Partnership’s financial statements because the transfers to the
Partnership reflect a reorganization of entities under common control,
the unitholders were not legally entitled to such profits.
Results attributable to the Partnership
The results for the three months ended September 30, 2014 attributable
to the Partnership refer to 278 operating days incorporating the full
quarterly results for the three vessels contributed by GasLog Ltd. at
the IPO and one operating day for each of the Methane Rita Andrea
and the Methane Jane Elizabeth acquired on September 29, 2014.
The EBITDA of this period was affected by the increased G&A expenses of
$1.79 million ($0.44 million for the same period in 2013), resulted from
legal and other professional expenses related to the requirements of
being a public company, and the administrative services agreements that
became effective upon the IPO. The Cash distribution declared is the
cash that will be distributed to the unitholders of record as of
November 10, 2014, which will include the additional units issued in the
follow-on equity offering completed on September 29, 2014. The coverage
reserve of this period of $0.19 million would have been $1.91 million
excluding the distribution to be paid on the additional units issued on
September 29, 2014.
Three month period ended September 30, 2014 and 2013
Revenues for the quarter ended September 30, 2014 were $33.30 million
($21.20 million for the quarter ended September 30, 2013).
Vessel operating costs for the quarter ended September 30, 2014 were
$6.71 million ($4.12 million for the quarter ended September 30, 2013).
Depreciation of fixed assets for the quarter ended September 30, 2014
was $6.96 million ($4.06 million for the quarter ended September 30,
2013).
The increase in revenues, vessel operating costs and depreciation is
attributable to the increase in operating days resulting from the
acquisition of the two LNG carriers as mentioned above.
General and administrative expenses were $1.96 million for the quarter
ended September 30, 2014 ($0.44 million for the quarter ended September
30, 2013). The increase of $1.52 million resulted mainly from the
administrative services agreements with GasLog Ltd. that are effective
since the IPO completion date, the directors’ fees, and the increase in
legal and professional expenses related to the requirements of being a
public company.
Financial costs were $4.39 million for the quarter ended September 30,
2014 ($4.04 million for the quarter ended September 30, 2013). The
increase of $0.35 million in the third quarter compared to the same
quarter of 2013 was mainly attributable to the increase in interest
expense deriving from higher weighted average outstanding debt.
Gain on interest rate swaps was $0.34 million for the quarter ended
September 30, 2014 ($1.44 million loss for the quarter ended September
30, 2013). The increase of $1.78 million in gain in the third quarter
was mainly attributable to a $2.21 million increase in gain from
mark-to-market valuation of our interest rate swaps which are carried at
fair value through profit or loss, partially offset by an increase of
$0.18 million in realized loss on interest rate swaps held for trading,
and an increase of $0.25 million in recycled loss of cash flow hedges
reclassified to profit or loss. As of September 30, 2014, our interest
rate swaps were all classified as held for trading comparing to
September 30, 2013 when two of our interest rate swaps were classified
as held for trading and two of our interest rate swaps were classified
as cash flow hedging instruments.
EBITDA was $24.63 million for the quarter ended September 30, 2014
($16.65 million for the quarter ended September 30, 2013).
Adjusted EBITDA was $24.53 million for the quarter ended September 30,
2014 ($16.67 million for the quarter ended September 30, 2013).
For a detailed discussion of GasLog Partners’ financial results for the
quarter ended September 30, 2014, please refer to the Q3 6-K.
Link: http://www.gaslogmlp.com/investor-relations/sec-filings
Contracted Chartered Revenue
As of September 30, 2014, the Partnership has contracted revenue of
$571.09 million with average remaining charter duration of 4.4 years and
100% of total available days contracted through 2017, 68% for 2018 and
44% for 2019. The aforementioned key indicators are calculated on the
basis of the earliest estimated redelivery dates, excluding extension
options. Charters provide for extension options on the vessels, which if
all are exercised, would bring the average remaining charter duration to
approximately 11.2 years.
Liquidity and Financing
As of September 30, 2014, we had $70.93 million of cash and cash
equivalents, of which $1.95 million was held in a retention account in
connection with the next installment and interest payment due under the
credit facility of GAS-three Ltd. and $44.83 million was held in time
deposits. Moreover, as of September 30, 2014, we had $8.82 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.
As of September 30, 2014, we had an aggregate of $513.66 million of
indebtedness outstanding under four credit agreements, of which $44.10
million was repayable within one year.
As part of the Acquisition, the Partnership and GasLog Partners Holdings
LLC executed a supplemental deed that, among other things, permitted the
Partnership to acquire GAS-sixteen Ltd. and GAS-seventeen Ltd. from
GasLog Ltd. and added the Partnership and GasLog Partners Holdings LLC
as guarantors for the $325.5 million senior secured credit facility (the
“Dropdown Facility”) under which GAS-sixteen Ltd. and GAS-seventeen Ltd.
were borrowers (GAS-eighteen Ltd., which is owned by GasLog Ltd., is
also a borrower under the Dropdown Facility). The debt assumed by the
Partnership for the acquisition of GAS-sixteen Ltd. and GAS-seventeen
Ltd. was $217.0 million. In connection with the follow-on equity
offering of 4,500,000 common units that closed on September 29, 2014,
the Partnership used approximately $24.99 million of the net proceeds to
make a prepayment of $25.0 million in October 2014 under the Dropdown
Facility.
In connection with the IPO, we entered into a $30.00 million revolving
credit facility with GasLog Ltd. (the “Sponsor Credit Facility”). As of
September 30, 2014 the whole amount remains undrawn.
On August 5, 2014, we entered into a commitment letter and a
coordination letter with Citibank N.A. for a credit facility for up to
$450.0 million (the “New Credit Facility”) to refinance the existing
debt facilities including the Dropdown Facility. The New Credit Facility
will bear interest at LIBOR plus a margin and will be payable in 20
equal quarterly payments of $5.63 million each and a balloon payment of
$337.5 million together with the final quarterly payment.
We believe our current resources, including the Sponsor Credit Facility
and the aforementioned refinancing, are sufficient to meet our working
capital requirements for our current business.
We have not made use of derivative instruments other than for interest
rate risk management purposes, and we expect to economically hedge all
or a majority of our exposure to interest rate fluctuations in the
future by entering into interest rate swap contracts.
Conference Call
GasLog Partners will host a conference call to discuss its results for
the third quarter 2014 at 8:30 a.m. EDT (12:30 p.m. London Time) on
Thursday, October 30, 2014. Andrew Orekar, Chief Executive Officer, and
Simon Crowe, Chief Financial Officer, will review the Partnership’s
operational and financial performance for the period. Management's
presentation will be followed by a Q&A session.
The dial-in numbers for the conference call are as follows:
Participants:
Confirmation Code: 8883135
United
Kingdom: +44(0)20 7784 1036
United States of America: +1718 354 1357
France:
+33(0)1 76 77 22 24
Telephone Replay for 7 days:
Replay Passcode: 8883135
United
Kingdom: +44 (0)20 3427 0598
United States of America: +1 347 366
9565
France: +33 (0)1 74 20 28 00
About GasLog Partners LP
GasLog Partners LP is a growth-oriented master limited partnership
formed by GasLog Ltd. to own, operate and acquire liquefied natural gas
(“LNG”) carriers under long-term charters. GasLog Partners LP’s fleet
consists of five LNG carriers with an average carrying capacity of
151,000 cbm, each of which has a multi-year charter. Visit the GasLog
Partners LP website at http://www.gaslogmlp.com.
Forward looking statements
This press release contains “forward-looking statements” as defined in
the Private Securities Litigation Reform Act of 1995. The reader is
cautioned not to rely on these forward-looking statements. All
statements, other than statements of historical facts, that address
activities, events or developments that the Partnership expects,
projects, believes or anticipates will or may occur in the future,
including, without limitation, future operating or financial results and
future revenues and expenses, future, pending or recent acquisitions,
general market conditions and shipping industry trends, the financial
condition and liquidity, distributable cash flow, future capital
expenditures and drydocking costs and newbuild vessels and expected
delivery dates, are forward-looking statements. These statements are
based on current expectations of future events. If underlying
assumptions prove inaccurate or unknown risks or uncertainties
materialize, actual results could vary materially from our expectations
and projections. Risks and uncertainties include, but are not limited
to, general LNG and LNG shipping market conditions and trends, including
charter rates, ship values, factors affecting supply and demand of LNG
and LNG shipping, technological advancements and opportunities for the
profitable operation of LNG carriers; our ability to enter into time
charters with our existing customers as well as new customers; our
contracted charter revenue; our customers’ performance of their
obligations under our time charters and other contracts; the effect of
volatile economic conditions and the differing pace of economic recovery
in different regions of the world; future operating or financial results
and future revenues and expenses; our future financial condition and
liquidity; our ability to obtain financing to fund capital expenditures,
acquisitions and other corporate activities, funding by banks of their
financial commitments, and our ability to meet our obligations under our
credit facilities; future, pending or recent acquisitions of ships or
other assets, business strategy, areas of possible expansion and
expected capital spending or operating expenses; our expectations
relating to distributions of available cash and our ability to make such
distributions; our ability to enter into shipbuilding contracts for
newbuildings and our expectations about the availability of existing LNG
carriers to purchase, as well as our ability to consummate any such
acquisitions; our expectations about the time that it may take to
construct and deliver newbuildings and the useful lives of our ships;
number of off-hire days, drydocking requirements and insurance costs;
our anticipated general and administrative expenses; fluctuations in
currencies and interest rates; our ability to maintain long-term
relationships with major energy companies; expiration dates and
extensions of our time charters; our ability to maximize the use of our
ships, including the re-employment or disposal of ships no longer under
time charter commitments; environmental and regulatory conditions,
including changes in laws and regulations or actions taken by regulatory
authorities; our continued compliance with requirements imposed by
classification societies; risks inherent in ship operation, including
the discharge of pollutants; availability of skilled labor, ship crews
and management; potential disruption of shipping routes due to
accidents, political events, piracy or acts by terrorists; and potential
liability from future litigation.
For a discussion of some of the risks and important factors that could
affect future results, see the discussion in GasLog Partners’
registration statement on Form F-1 (File No. 333-198133) under the
caption “Risk Factors”. We do not undertake to update any
forward-looking statements as a result of new information or future
events or developments.
EXHIBIT 1 – Unaudited Interim Financial Information
Unaudited condensed combined and consolidated statements of
financial position
As of December 31, 2013 and September 30,
2014
(All amounts expressed in U.S. Dollars)
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December 31, 2013
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September 30, 2014
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Assets
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Non-current assets
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Derivative financial instruments
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799,926
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1,231,582
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Other non-current assets
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1,242,720
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1,840,502
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Vessels
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562,530,808
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858,397,500
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Total non-current assets
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564,573,454
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861,469,584
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Current assets
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Trade and other receivables
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153,967
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873,679
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Inventories
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730,209
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1,127,834
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Due from related parties
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18,151
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—
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Prepayments and other current assets
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390,526
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1,106,803
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Short-term investments
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1,500,000
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8,822,154
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Cash and cash equivalents
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14,403,785
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70,934,311
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Total current assets
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17,196,638
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82,864,781
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Total assets
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581,770,092
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944,334,365
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Owners/partners’ equity and liabilities
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Owners/partners’ equity
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Owners’ capital
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156,168,950
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—
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Common unitholders (14,322,358 units issued and outstanding as at
September 30, 2014)
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—
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326,221,790
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Subordinated unitholders (9,822,358 units issued and outstanding as
at September 30, 2014)
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—
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80,771,334
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General partner (492,750 units issued and outstanding as at
September 30, 2014)
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—
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6,184,286
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Total owners/partners’ equity
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156,168,950
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413,177,410
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Current liabilities
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Trade accounts payable
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704,793
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1,373,994
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Amounts due to related parties
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24,674,117
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3,771,831
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Derivative financial instruments
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4,233,398
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2,556,413
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Other payables and accruals
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9,371,625
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15,861,159
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Loans – current portion
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22,074,786
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42,710,469
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Total current liabilities
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|
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61,058,719
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|
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66,273,866
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Non-current liabilities
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|
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|
|
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Derivative financial instruments
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625,425
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—
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Loans – non-current portion
|
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363,916,998
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464,883,089
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Total non-current liabilities
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364,542,423
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|
464,883,089
|
|
Total owners/partners’ equity and liabilities
|
|
|
|
|
|
581,770,092
|
|
|
|
944,334,365
|
Unaudited condensed combined and consolidated statements of
profit or loss
For the three and nine months ended September
30, 2013 and 2014
(All amounts expressed in U.S. Dollars
except unit data)
|
|
|
|
For the three months ended
|
|
|
For the nine months ended
|
|
|
|
|
September 30, 2013
|
|
September 30, 2014
|
|
|
September 30, 2013
|
|
September 30, 2014
|
|
Revenues
|
|
|
21,204,015
|
|
33,302,013
|
|
|
42,938,573
|
|
85,738,354
|
|
Vessel operating costs
|
|
|
(4,120,778)
|
|
(6,709,761)
|
|
|
(9,103,300)
|
|
(16,833,178)
|
|
Depreciation
|
|
|
(4,059,790)
|
|
(6,963,797)
|
|
|
(8,188,549)
|
|
(17,526,981)
|
|
General and administrative expenses
|
|
|
(435,713)
|
|
(1,963,883)
|
|
|
(1,097,227)
|
|
(3,854,038)
|
|
Profit from operations
|
|
|
12,587,734
|
|
17,664,572
|
|
|
24,549,497
|
|
47,524,157
|
|
Financial costs
|
|
|
(4,044,297)
|
|
(4,393,517)
|
|
|
(8,160,244)
|
|
(16,250,455)
|
|
Financial income
|
|
|
10,302
|
|
12,072
|
|
|
25,982
|
|
21,913
|
|
(Loss)/gain on interest rate swaps
|
|
|
(1,441,964)
|
|
342,816
|
|
|
1,304,749
|
|
(3,273,022)
|
|
Total other expenses, net
|
|
|
(5,475,959)
|
|
(4,038,629)
|
|
|
(6,829,513)
|
|
(19,501,564)
|
|
Profit for the period
|
|
|
7,111,775
|
|
13,625,943
|
|
|
17,719,984
|
|
28,022,593
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to GasLog’s operations
|
|
|
(7,111,775)
|
|
(4,050,883)
|
|
|
(17,719,984)
|
|
(14,624,569)
|
|
Profit attributable to Partnership’s operations
|
|
|
—
|
|
9,575,060
|
|
|
—
|
|
13,398,024
|
|
Partnership’s profit attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
Common unit
|
|
|
—
|
|
5,566,215
|
|
|
—
|
|
7,590,014
|
|
Subordinated unit
|
|
|
—
|
|
3,817,343
|
|
|
—
|
|
5,540,049
|
|
General partner unit
|
|
|
—
|
|
191,502
|
|
|
—
|
|
267,961
|
|
Earnings per unit for the period, basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
Common unit
|
|
|
—
|
|
0.56
|
|
|
—
|
|
0.77
|
|
Subordinated unit
|
|
|
—
|
|
0.39
|
|
|
—
|
|
0.56
|
|
General partner unit
|
|
|
—
|
|
0.48
|
|
|
—
|
|
0.67
|
Unaudited condensed combined and consolidated statements of cash flows
For
the nine months ended September 30, 2013 and 2014
(All
amounts expressed in U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended
|
|
|
|
|
|
|
|
September 30, 2013
|
|
|
September 30, 2014
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
|
|
|
17,719,984
|
|
|
28,022,593
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
8,188,549
|
|
|
17,526,981
|
|
Financial costs
|
|
|
|
|
|
8,160,244
|
|
|
16,250,455
|
|
Financial income
|
|
|
|
|
|
(25,982)
|
|
|
(21,913)
|
|
Unrealized gain on interest rate swaps held for trading including
ineffective portion of cash flow hedges
|
|
|
|
|
|
(3,091,974)
|
|
|
(1,029,988)
|
|
Recycled loss of cash flow hedges reclassified to profit or loss
|
|
|
|
|
|
459,054
|
|
|
2,320,723
|
|
Non-cash contributed services
|
|
|
|
|
|
627,000
|
|
|
—
|
|
|
|
|
|
|
|
32,036,875
|
|
|
63,068,851
|
|
Movements in working capital
|
|
|
|
|
|
1,199,465
|
|
|
(22,019,736)
|
|
Cash provided by operations
|
|
|
|
|
|
33,236,340
|
|
|
41,049,115
|
|
Interest paid
|
|
|
|
|
|
(5,785,977)
|
|
|
(10,641,923)
|
|
Net cash from operating activities
|
|
|
|
|
|
27,450,363
|
|
|
30,407,192
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Payments for vessels
|
|
|
|
|
|
(452,791,594)
|
|
|
(313,100,000)
|
|
Financial income received
|
|
|
|
|
|
21,876
|
|
|
19,555
|
|
Purchase of short-term investments
|
|
|
|
|
|
—
|
|
|
(11,824,481)
|
|
Maturity of short-term investments
|
|
|
|
|
|
—
|
|
|
4,502,327
|
|
Net cash used in investing activities
|
|
|
|
|
|
(452,769,718
|
)
|
|
(320,402,599)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Bank loan drawdown
|
|
|
|
|
|
411,000,000
|
|
|
217,000,000
|
|
Bank loan repayments
|
|
|
|
|
|
(10,057,629)
|
|
|
(98,232,618)
|
|
Payment of loan issuance costs
|
|
|
|
|
|
(181,101)
|
|
|
—
|
|
Cash remittance to GasLog in exchange for contribution of net assets
|
|
|
|
|
|
—
|
|
|
(183,897,158)
|
|
Net proceeds from public offering and issuance of general partner
units
|
|
|
|
|
|
—
|
|
|
322,761,911
|
|
Dividends paid
|
|
|
|
|
|
—
|
|
|
(4,130,202)
|
|
Increase in amounts due to shareholders
|
|
|
|
|
|
13,728,649
|
|
|
—
|
|
Capital contributions received
|
|
|
|
|
|
28,062,945
|
|
|
93,024,000
|
|
Net cash from financing activities
|
|
|
|
|
|
442,552,864
|
|
|
346,525,933
|
|
Increase in cash and cash equivalents
|
|
|
|
|
|
17,233,509
|
|
|
56,530,526
|
|
Cash and cash equivalents, beginning of the period
|
|
|
|
|
|
2,299
|
|
|
14,403,785
|
|
Cash and cash equivalents, end of the period
|
|
|
|
|
|
17,235,808
|
|
|
70,934,311
|
EXHIBIT II
Non-GAAP Financial Measures:
EBITDA and Adjusted EBITDA
EBITDA is defined as earnings before interest income and expense,
gain/loss on interest rate swaps, taxes, depreciation and amortization.
Adjusted EBITDA is defined as EBITDA before foreign exchange
losses/gains. EBITDA and Adjusted EBITDA, which are non-GAAP financial
measures, are used as supplemental financial measures by management and
external users of financial statements, such as investors, to assess our
financial and operating performance. The Partnership believes that these
non-GAAP financial measures assist our management and investors by
increasing the comparability of our performance from period to period.
The Partnership believes that including EBITDA and Adjusted EBITDA
assist our management and investors in (i) understanding and analyzing
the results of our operating and business performance, (ii) selecting
between investing in us and other investment alternatives and (iii)
monitoring our ongoing financial and operational strength in assessing
whether to continue to hold our common units. This increased
comparability is achieved by excluding the potentially disparate effects
between periods of, in the case of EBITDA and Adjusted EBITDA, interest,
gains/losses on interest rate swaps, taxes, depreciation and
amortization; and in the case of Adjusted EBITDA, foreign exchange
losses/gains, which items are affected by various and possibly changing
financing methods, capital structure and historical cost basis and which
items may significantly affect results of operations between periods.
EBITDA and Adjusted EBITDA have limitations as analytical tools and
should not be considered as alternatives to, or as substitutes for, or
superior to profit, profit from operations, earnings per unit or any
other measure of financial performance presented in accordance with
IFRS. Some of these limitations include the fact that they do not
reflect (i) our cash expenditures or future requirements for capital
expenditures or contractual commitments, (ii) changes in, or cash
requirements for our working capital needs and (iii) the significant
interest expense, or the cash requirements necessary to service interest
or principal payments, on our debt. Although depreciation and
amortization are non-cash charges, the assets being depreciated and
amortized will often have to be replaced in the future, and EBITDA and
Adjusted EBITDA do not reflect any cash requirements for such
replacements. They are not adjusted for all non-cash income or expense
items that are reflected in our statement of cash flows and other
companies in our industry may calculate these measures differently than
we do, limiting its usefulness as a comparative measure.
Reconciliation of EBITDA and Adjusted EBITDA to Profit:
(Amounts
expressed in U.S. Dollars)
|
|
|
Three months ended
|
|
|
|
September 30, 2013
|
|
|
September 30, 2014
|
|
|
Attributable to the
Partnership September 30, 2014*
|
|
Profit for the period
|
|
|
7,111,775
|
|
|
|
13,625,943
|
|
|
9,575,060
|
|
Depreciation of fixed assets
|
|
|
4,059,790
|
|
|
|
6,963,797
|
|
|
4,083,010
|
|
Financial costs
|
|
|
4,044,297
|
|
|
|
4,393,517
|
|
|
2,587,917
|
|
Financial income
|
|
|
(10,302)
|
|
|
|
(12,072)
|
|
|
(8,565)
|
|
Loss/(gain) on interest rate swaps
|
|
|
1,441,964
|
|
|
|
(342,816)
|
|
|
(342,816)
|
|
EBITDA
|
|
|
16,647,524
|
|
|
|
24,628,369
|
|
|
15,894,606
|
|
Foreign exchange losses/(gains)
|
|
|
20,694
|
|
|
|
(96,541)
|
|
|
(65,679)
|
|
Adjusted EBITDA
|
|
|
16,668,218
|
|
|
|
24,531,828
|
|
|
15,828,927
|
* Excludes amounts related to GAS-sixteen Ltd. and GAS-seventeen Ltd.
for the period prior to their transfer to the Partnership on September
29, 2014. Whilst these amounts are reflected in the Partnership’s
financial statements because the transfers to the Partnership reflect a
reorganization of entities under common control, the unitholders were
not legally entitled to such profits.
DISTRIBUTABLE CASH FLOW
Distributable Cash Flow with respect to any quarter means Adjusted
EBITDA after considering period cash interest expense including realized
loss on swaps and excluding amortization of loan fees, estimated
drydocking and replacement capital reserves established by the
Partnership. Estimated drydocking and replacement capital reserves
represent capital expenditures required to renew and maintain over the
long-term the operating capacity of, or the revenue generated by our
capital assets. Distributable Cash Flow is a quantitative standard used
by investors in publicly-traded partnerships’ to assess their ability to
make quarterly cash distributions. Our calculation of Distributable Cash
Flow may not be comparable to that reported by other companies.
Distributable Cash Flow is a non-GAAP financial measure and should not
be considered as an alternative to profit or any other indicator of the
Partnership’s performance calculated in accordance with GAAP. The
coverage reserve is the difference between the Distributable Cash Flow
and the Cash distribution declared. The table below reconciles
Distributable Cash Flow to Profit for the period attributable to the
Partnership.
Reconciliation of Distributable Cash Flow to Profit:
(Amounts
expressed in U.S. Dollars)
|
|
|
|
|
|
Three months ended
|
|
|
|
September 30, 2014
Attributable to the Partnership *
|
|
Partnership’s profit for the period
|
|
|
9,575,060
|
|
Depreciation of fixed assets
|
|
|
4,083,010
|
|
Financial costs
|
|
|
2,587,917
|
|
Financial income
|
|
|
(8,565)
|
|
Gain on interest rate swaps
|
|
|
(342,816)
|
|
EBITDA
|
|
|
15,894,606
|
|
Foreign exchange gains
|
|
|
(65,679)
|
|
Adjusted EBITDA
|
|
|
15,828,927
|
|
Cash interest expense including realized loss on swaps and excluding
amortization of loan fees
|
|
|
(2,982,447)
|
|
Drydocking capital reserve
|
|
|
(727,016)
|
|
Replacement capital reserve
|
|
|
(2,693,884)
|
|
Distributable cash flow
|
|
|
9,425,580
|
|
Coverage reserve
|
|
|
(186,531)
|
|
Cash distribution declared
|
|
|
9,239,049
|
* Excludes amounts related to GAS-sixteen Ltd. and GAS-seventeen Ltd.
for the period prior to their transfer to the Partnership on September
29, 2014. Whilst these amounts are reflected in the Partnership’s
financial statements because the transfers to the Partnership reflect a
reorganization of entities under common control, the unitholders were
not legally entitled to such profits.
Copyright Business Wire 2014