6-K
GasLog Partners LP (GLOP-PA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of October 2022
Commission File Number 001-36433
GasLog Partners LP
(Translation of registrant’s name into English)
c/o GasLog LNG Services Ltd.
69 Akti Miaouli, 18537
Piraeus, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F 🗹 Form 40-F ¨
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): | ¨ |
|---|---|
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): | ¨ |
The press release issued by GasLog Partners LP on October 27, 2022 relating to its results for the three-month period ended September 30, 2022 and the related financial report are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively.
INCORPORATION BY REFERENCE
Exhibits 99.2 and 99.3 to this Report on Form 6-K shall be incorporated by reference into our registration statement on Form F-3 (File No. 333-249399), filed with the Securities and Exchange Commission (the “SEC”) on October 9, 2020 and the registration statement on Form S-8 (File No. 333-203139), filed with the SEC on March 31, 2015, in each case to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
EXHIBIT LIST
| Exhibit | Description |
|---|---|
| 99.1 | Press Release dated October 27, 2022 |
| 99.2 | Financial Report for the Three and Nine Months Ended September 30, 2022 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operation | |
| 99.3 | Unaudited Condensed Consolidated Financial Statements |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: October 27, 2022 | ||||
|---|---|---|---|---|
| GASLOG PARTNERS LP | ||||
| by | /s/ Paolo Enoizi | |||
| Name: | Paolo Enoizi | |||
| Title: | Chief Executive Officer |
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Exhibit 99.1
Press Release
GasLog Partners LP Reports Financial Resultsfor the Third Quarter of 2022 and Declares Cash Distribution
**Majuro,Marshall Islands, October 27, 2022, 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 third quarter of 2022.
Highlights
| · | Entered into a new two-year time charter agreement for the tri-fuel diesel electric (“TFDE”) LNG carrier GasLog Shanghai<br>with Woodside Energy Shipping Singapore Pte. Ltd. and a one-year time charter for the TFDE carrier Solaris with an energy major |
|---|---|
| · | Entered into a three-year time charter agreement for the Methane Heather Sally, a steam turbine propulsion (“Steam”)<br>LNG carrier, with a Southeast Asian charterer and executed a sale and lease-back agreement for the same vessel, with no repurchase option<br>or obligation, for $50.0 million. The sale and lease-back transaction is expected to be completed in the fourth quarter of 2022 |
| · | Completed the previously announced sale of the Methane Shirley Elisabeth, a Steam LNG carrier, to an unrelated third party<br>for a gross sale price of approximately $54.0 million |
| · | Repurchased $20.0 million of preference units in the open market in the third quarter of 2022 and a total of $38.7 million of repurchased<br>preference units in the first nine months of 2022 |
| · | Repaid $37.1 million of debt and lease liabilities during the third quarter of 2022 and $94.0 million in the first nine months of<br>2022 and additionally prepaid an amount of $32.2 million of debt outstanding pursuant to the sale of the Methane Shirley Elisabeth |
| · | Quarterly Revenues, Profit, Adjusted Profit^(1)^ and Adjusted EBITDA^(1)^ of $95.7 million, $42.7 million,<br>$39.8 million and $73.3 million, respectively |
| · | Quarterly Earnings per unit (“EPU”) of $0.69 and Adjusted EPU^(1)^ of $0.63 |
| · | Declared cash distribution of $0.01 per common unit for the third quarter of 2022 |
CEO Statement
Paolo Enoizi, Chief Executive Officer, commented: “GasLog Partners delivered strong operating results for the third quarter of 2022, driven by favorable dynamics in the LNG shipping market. We have successfully captured the strength of the market by securing period charters for our vessels. Most recently, we signed a three-year charter for a Steam LNG carrier, as well as one two-year and one one-year time charter for two of our TFDE LNG carriers. Combined, these charters are expected to add approximately $134.0 million of incremental EBITDA ^(1)^, thus improving our cash flows visibility.
Overall, our recent fixtures support our business strategy centered around de-leveraging and, together with our continued focus on our preference unit repurchase programme, improving the Partnership’s all-in break-even levels in our fleet and de-risking our balance sheet.
Furthermore, following the completion of the sale of one of our Steam vessels in the third quarter of 2022, we entered into a sale and lease-back agreement post quarter-end for a second Steam vessel, with no repurchase option or obligation at the end of her bareboat charter in mid-2025.”
Financial Summary
| For the three<br> months ended | ||||||
|---|---|---|---|---|---|---|
| (All amounts expressed in thousands of U.S. dollars, except per unit amounts) | September 30,<br> 2021 | September 30,<br> 2022 | %<br> Change | |||
| Revenues | 80,535 | 95,679 | 19% | |||
| Profit | 26,487 | 42,651 | 61% | |||
| EPU, common (basic) | 0.37 | 0.69 | 86% | |||
| Adjusted<br> Profit^(1)^ | 24,700 | 39,814 | 61% | |||
| Adjusted<br> EBITDA^(1)^ | 57,314 | 73,289 | 28% | |||
| Adjusted<br> EPU, common (basic)^(1)^ | 0.34 | 0.63 | 85% |
There were 1,359 available days^(2)^ for the third quarter of 2022, as compared to 1,321 available days^(2)^ for the third quarter of 2021, due to the scheduled dry-dockings of three of our vessels in the third quarter of 2021 (compared to nil in the same period in 2022), partially offset by a decrease of available days^(2)^ due to the sale of the Methane Shirley Elisabeth in September 2022.
Revenues were $95.7 million for the third quarter of 2022, compared to $80.5 million for the same period in 2021. The increase of $15.2 million is mainly attributable to a net increase in revenues from our vessels operating in the spot market in the third quarter of 2022, in line with the improvement of the LNG shipping spot and term markets, combined with an increase in revenues resulting from the 59 off-hire days due to the scheduled dry-dockings of three of our vessels in the third quarter of 2021 (compared to nil in the same period in 2022).
Vessel operating costs were $16.7 million for the third quarter of 2022, compared to $18.6 million for the same period in 2021. The decrease of $1.9 million in vessel operating costs is mainly attributable to a decrease in technical maintenance expenses and crew costs. Both decreases were largely
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related to the favorable movement of the EUR/USD exchange rate in the third quarter of 2022 compared to the same period in 2021, partially offset by an increase of operating costs from inflationary pressures, as well as due to the in-house management of the Solaris (after her redelivery into our managed fleet on April 6, 2022). As a result, daily operating costs per vessel decreased to $12,276 per day for the third quarter of 2022 from $14,406 per day for the third quarter of 2021.
General and administrative expenses were $4.3 million for the third quarter of 2022, compared to $3.3 million for the same period in 2021. The increase of $1.0 million is mainly attributable to the increase in administrative services fees for our fleet, effective January 1, 2022, in connection with the increase in the annual fee per vessel payable to GasLog Ltd. compared to prior year (approximately $0.3 million per vessel per year). As a result, daily general and administrative expenses increased to $3,127 per vessel ownership day for the third quarter of 2022 from $2,388 per vessel ownership day for the third quarter of 2021.
Adjusted EBITDA ^(1)^ was $73.3 million for the third quarter of 2022, compared to $57.3 million for the same period in 2021. The increase of $16.0 million is mainly attributable to the increase in revenues of $15.2 million and the decrease in vessel operating costs of $1.9 million described above.
Financial costs were $13.4 million for the third quarter of 2022, compared to $9.4 million for the same period in 2021. The increase of $4.0 million in financial costs is mainly attributable to the increase in interest expense on loans, mainly due to an increase in the London Interbank Offered Rate (“LIBOR”) rates in the third quarter of 2022 as compared to the same period in 2021. During the third quarter of 2022, we had an average of $1,025.9 million of bank borrowings outstanding under our credit facilities with a weighted average interest rate of 4.3%, compared to an average of $1,232.9 million of bank borrowings outstanding under our credit facilities with a weighted average interest rate of 2.4% during the third quarter of 2021.
Gain on derivatives was $3.0 million for the third quarter of 2022, compared to a loss of $0.2 million for the same period in 2021. The decrease of $3.2 million in the loss on derivatives is attributable to a decrease in realized loss on interest rate swaps and an increase in unrealized gain from the mark-to-market valuation of interest rate swaps, which were carried at fair value through profit or loss, mainly due to changes in the forward LIBOR curve.
Profit was $42.7 million for the third quarter of 2022, compared to $26.5 million for the same period in 2021. The increase in profit of $16.2 million is mainly attributable to the increase in revenues of $15.2 million and the decrease of $1.9 million in vessel operating costs, as described above.
Adjusted Profit^(1)^was $39.8 million for the third quarter of 2022, compared to $24.7 million for the same period in 2021. The increase in Adjusted Profit of $15.1 million is mainly attributable to the increase in revenues discussed above.
As of September 30, 2022, we had $139.0 million of cash and cash equivalents, out of which $44.5 million was held in current accounts and $94.5 million was held in time deposits with an original duration of less than three months. An additional amount of $25.0 million of time deposits with an original duration greater than three months was classified under short-term cash deposits.
As of September 30, 2022, we had an aggregate of $970.8 million of bank borrowings outstanding under our credit facilities, of which $122.9 million was repayable within one year. Current bank borrowings include an amount of $32.6 million with respect to the associated debt of the Steam vessel MethaneHeather Sally, classified as held for sale as of September 30, 2022. As of September 30, 2022, we also had an aggregate of $48.2 million of lease liabilities mainly related to the sale and lease-back of the GasLog Shanghai, of which $10.5 million was payable within one year.
As of September 30, 2022, our current assets totaled $251.3 million and current liabilities totaled $194.9 million, resulting in a positive working capital position of $56.4 million.
| ^(1)^ | Adjusted<br> Profit, EBITDA, Adjusted EBITDA and Adjusted EPU are non-GAAP financial measures and should<br> not be used in isolation or as substitutes for GasLog Partners’ financial results presented<br> in accordance with International Financial Reporting Standards (“IFRS”). For<br> the definitions and reconciliations of these measures to the most directly comparable financial<br> measures calculated and presented in accordance with IFRS, please refer to Exhibit II<br> at the end of this press release. |
|---|---|
| ^(2)^ | Available days represent total calendar days in the period after deducting off-hire<br> days where vessels are undergoing dry-dockings and unavailable days (for example days before and after a dry-docking<br> where the vessel has limited practical ability for chartering opportunities). |
Steam Vessel Transactions
In September 2022, GasLog Partners completed the sale of the MethaneShirley Elisabeth, a 145,000 cubic meter (“cbm”) Steam LNG carrier built in 2007, to an unrelated third party for a gross sale price of approximately $54.0 million. The sale resulted in the recognition of a loss on disposal of $0.2 million. The outstanding indebtedness of $32.2 million associated with the vessel was prepaid pursuant to its sale.
In October 2022, GasLog Partners entered into an agreement for the sale and lease-back of the Methane Heather Sally, a 145,000 cbm Steam LNG carrier, built in 2007, for $50.0 million. The vessel was sold to an unrelated third party and leased back under a bareboat charter until mid-2025 with no repurchase option or obligation. The completion of the transaction in the fourth quarter of 2022 is expected to release approximately $17.0 million of incremental net liquidity (net sale proceeds less debt prepayment) to the Partnership, while the vessel remains on its new three-year charter with a Southeast Asian charterer.
Preference Unit Repurchase Programme
In the third quarter of 2022, under the Partnership’s preference unit repurchase programme (the “Repurchase Programme”) established in March 2021, GasLog Partners repurchased and cancelled 233,179 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series A Preference Units”), 198,746 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series B Preference Units”) and 178,544 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series
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C Preference Units”). The aggregate amount paid under the Repurchase Programme in the third quarter of 2022 was $20.0 million, including commissions and an amount of $4.7 million relating to 90,841 Series A Preference Units, 70,000 Series B Preference Units and 27,000 Series C Preference Units, which were repurchased during the third quarter of 2022 and cancelled post quarter-end, on October 3, 2022.
Since inception of the Repurchase Programme in March 2021 and up to October 27, 2022, GasLog Partners has repurchased and cancelled 415,406 Series A Preference Units, 1,051,066 Series B Preference Units and 827,043 Series C Preference Units at a weighted average price of $25.08, $25.04 and $25.18 per preference unit for Series A, Series B and Series C, respectively, for an aggregate amount of $57.7 million, including commissions.
LNG Market Update and Outlook
Global LNG demand was forecasted to be 97.3 million tonnes (“mt”) in the third quarter of 2022, according to Wood Mackenzie, Energy Research and Consultancy (“WoodMac”), compared to 88.6 mt in the third quarter of 2021, an increase of approximately 9.8%, primarily led by continued strong demand from Europe in response to continued disruption of gas pipeline imports from Russia. As a result of increased LNG imports, European inventories have recovered to seasonal average levels (88.7%), however Russian flows via Nord Stream 1 have completely ceased since the beginning of September, reducing possible sources of supply during the winter.
Global LNG supply was approximately 97.9 mt in the third quarter of 2022, growing by 5.3 mt, or 5.7%, compared to the third quarter of 2021, according to WoodMac. During 2022 year-to-date, LNG supply has increased by 15.5 mt with United States (“U.S.”) exports accounting for 5.5 mt. 62% of U.S. exports were directed to Europe year-to-date 2022, compared to about 34% in 2021, according to Kpler Analytics. Norwegian exports have also recovered to historical levels following the restart of Snøhvit.
Headline spot rates for TFDE LNG carriers, as reported by Clarkson Research Services Limited (“Clarksons”), averaged $94,464 per day in the third quarter of 2022, a 60% increase over the $58,788 per day average in the third quarter of 2021. Headline spot rates for Steam LNG carriers averaged $42,518 per day in the third quarter of 2022, a 2% increase over the average of $41,692 per day in the third quarter of 2021. Headline spot rates in the third quarter of 2022 began to exhibit seasonal tightness earlier than in 2021 due to anticipated volatility and tight availability of vessels for the winter. Demand for period employment has continued to define the third quarter of 2022 resulting in a lack of available independently owned vessels. This, in conjunction with the unwillingness of disponent owners to release vessels in anticipation of strong winter demand, has contributed to market tightness. Due to this and strong European demand, disponent owners have also been unwilling to allow vessels to leave the Atlantic Basin, creating further distortions.
One-year time charter rates for TFDE LNG carriers averaged $125,125 per day in the third quarter of 2022, a 29% increase over the $97,167 per day average in the third quarter of 2021. One-year time charter rates for Steam LNG carriers averaged $56,250 per day in the third quarter of 2022, 10% lower than the $62,650 daily average in the third quarter of 2021.
As of September 30, 2022, Poten & Partners Group Inc. estimated that the orderbook totaled 248 dedicated LNG carriers (>100,000 cbm) with deliveries between 2022 and 2028, representing 42% of the on-the-water fleet. Of these, 217 vessels (or 87.5%) have multi-year charters already contracted, leaving 31 vessels uncommitted with deliveries clustered between 2024-2026. There were 126 orders for newbuild LNG carriers in the first three quarters of 2022 compared with 75 orders for all of 2021.
Preference Unit Distributions
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.
Common Unit Distribution
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.
ATM Common Equity Offering Programme (“ATMProgramme”)
The Partnership did not issue any common units under the ATM Programme during the third quarter of 2022.
Conference Call
GasLog Partners will host a conference call to discuss its results for the third quarter of 2022 at 8.00 a.m. EDT (3.00 p.m. EEST) on Thursday, October 27, 2022. The Partnership’s senior management will review the operational and financial performance for the period. Management’s presentation will be followed by a Q&A session.
A live webcast of the conference call will be available on the Investor Relations page of the GasLog Partners website (http://www.gaslogmlp.com/investors).
The conference call will be accessible domestically or internationally, by pre-registering using the link provided at http://www.gaslogmlp.com/investors. Upon registering, each participant will be provided with a Participant Dial-in Number, and a unique Personal
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PIN.
For those unable to participate in the conference call, a replay of the webcast will be available on the Investor Relations page of the GasLog Partners website (http://www.gaslogmlp.com/investors).
About GasLog Partners
GasLog Partners is an owner and operator of LNG carriers. The Partnership’s fleet consists of 13 wholly-owned LNG carriers as well as one vessel on a bareboat charter, with an average carrying capacity of approximately 159,000 cbm. GasLog Partners is a publicly traded master limited partnership (NYSE: GLOP) but has elected to be treated as a C corporation for U.S. income tax purposes and therefore its investors receive an Internal Revenue Service Form 1099 with respect to any distributions declared and received. Visit GasLog Partners’ website at http://www.gaslogmlp.com.
Forward-Looking Statements
All statements in this press release that are not statements of historical fact are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, particularly in relation to our operations, cash flows, financial position, liquidity and cash available for distributions, and the impact of changes to cash distributions on the Partnership’s business and growth prospects, plans, strategies and changes and trends in our business and the markets in which we operate. We caution that these forward-looking statements represent our estimates and assumptions only as of the date of this press release, about factors that are beyond our ability to control or predict, and are not intended to give any assurance as to future results. Any of these factors or a combination of these factors could materially affect future results of operations and the ultimate accuracy of the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.
Factors that might cause future results and outcomes to differ include, but are not limited to, the following:
| · | general LNG shipping market conditions and trends, including spot and multi-year charter rates, ship values, factors affecting supply<br>and demand of LNG and LNG shipping, including geopolitical events, technological advancements and opportunities for the profitable operations<br>of LNG carriers; |
|---|---|
| · | fluctuations in charter hire rates, vessel utilization and vessel values; |
| --- | --- |
| · | our ability to secure new multi-year charters at economically attractive rates; |
| --- | --- |
| · | our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels which are not operating under<br>multi-year charters, including the risk that certain of our vessels may no longer have the latest technology at such time which may impact<br>our ability to secure employment for such vessels as well as the rate at which we can charter such vessels; |
| --- | --- |
| · | changes in our operating expenses, including crew costs, maintenance, dry-docking and insurance costs and bunker prices; |
| --- | --- |
| · | number of off-hire days and dry-docking requirements, including our ability to complete scheduled dry-dockings on time and within<br>budget; |
| --- | --- |
| · | planned capital expenditures and availability of capital resources to fund capital expenditures; |
| --- | --- |
| · | business disruptions resulting from measures taken to reduce the spread of COVID-19, including possible delays due to the quarantine<br>of vessels and crew, as well as government-imposed shutdowns; |
| --- | --- |
| · | fluctuations in prices for crude oil, petroleum products and natural gas, including LNG; |
| --- | --- |
| · | fluctuations in exchange rates, especially the U.S. dollar and Euro; |
| --- | --- |
| · | our ability to expand our portfolio by acquiring vessels through our drop-down pipeline with GasLog or by acquiring other assets from<br>third parties; |
| --- | --- |
| · | our ability to leverage GasLog’s relationships and reputation in the shipping industry and the ability of GasLog to maintain<br>long-term relationships with major energy companies and major LNG producers, marketers and consumers to obtain new charter contracts; |
| --- | --- |
| · | GasLog’s relationships with its employees and ship crews, its ability to retain key employees and provide services to us, and<br>the availability of skilled labor, ship crews and management; |
| --- | --- |
| · | changes in the ownership of our charterers; |
| --- | --- |
| · | our customers’ performance of their obligations under our time charters and other contracts; |
| --- | --- |
| · | our future operating performance, financial condition, liquidity and cash available for distributions; |
| --- | --- |
| · | our distribution policy and our ability to make cash distributions on our units or the impact of changes to cash distributions on<br>our financial position; |
| --- | --- |
| · | our ability to obtain debt and equity financing on acceptable terms to fund capital expenditures, acquisitions and other corporate<br>activities, funding by banks of their financial commitments and our ability to meet our restrictive covenants and other obligations under<br>our credit facilities; |
| --- | --- |
| · | future, pending or recent acquisitions of ships or other assets, business strategy, areas of possible expansion and expected capital<br>spending; |
| --- | --- |
| · | risks inherent in ship operation, including the discharge of pollutants; |
| --- | --- |
| · | any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible<br>cybersecurity event; |
| --- | --- |
| · | the expected cost of and our ability to comply with environmental and regulatory requirements related to climate change, including<br>with respect to emissions of air pollutants and greenhouse gases, as well as future changes in such requirements or other actions taken<br>by |
| --- | --- |
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| regulatory authorities, governmental<br>organizations, classification societies and standards imposed by our charterers applicable to our business; | |
|---|---|
| · | potential disruption of shipping routes due to accidents, diseases, pandemics, political events, piracy or acts by terrorists; |
| --- | --- |
| · | potential liability from future litigation; and |
| --- | --- |
| · | other<br> risks and uncertainties described in the Partnership’s Annual Report on Form 20-F<br> filed with the SEC on March 1, 2022, available at http://www.sec.gov. |
| --- | --- |
We undertake no obligation to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events, a change in our views or expectations or otherwise, except as required by applicable law. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.
The declaration and payment of distributions are at all times subject to the discretion of our board of directors and will depend on, amongst other things, risks and uncertainties described above, restrictions in our credit facilities, the provisions of Marshall Islands law and such other factors as our board of directors may deem relevant.
Contacts:
Robert Brinberg
Rose & Company
Phone: +1 212-517-0810
Email: gaslog@roseandco.com
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EXHIBIT I – Unaudited Interim Financial Information
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 unitdata)
| December 31, 202****1 | September 30, 20****22 | |||
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Other non-current assets | 44 | 109 | ||
| Derivative financial instruments – non-current portion | — | 1,616 | ||
| Tangible fixed assets | 1,888,583 | 1,696,055 | ||
| Right-of-use assets | 81,996 | 69,192 | ||
| Total non-current assets | 1,970,623 | 1,766,972 | ||
| Current assets | ||||
| Vessel held for sale | — | 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 | — | 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) | 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) | 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) | 329,334 | 290,322 | ||
| Total partners’ equity | 919,498 | 937,417 | ||
| Current liabilities | ||||
| Trade accounts payable | 9,547 | 10,391 | ||
| Due to related parties | 952 | 1,172 | ||
| Derivative financial instruments—current portion | 5,184 | — | ||
| Other payables and accruals | 50,171 | 49,915 | ||
| Borrowings—current portion | 99,307 | 122,851 | ||
| Lease liabilities—current portion | 10,342 | 10,535 | ||
| Total current liabilities | 175,503 | 194,864 | ||
| Non-current liabilities | ||||
| Derivative financial instruments—non-current portion | 4,061 | — | ||
| Borrowings—non-current portion | 986,451 | 847,988 | ||
| Lease liabilities—non-current portion | 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 |
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Unaudited condensed consolidated statements of profit or loss
For the three and nine months ended September 30, 2021 and2022
(All amounts expressed in thousands of U.S. Dollars, except per unitdata)
| For the three months ended | For the nine months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, <br><br>2021 | September 30, <br><br>2022 | September 30, <br><br>2021 | September 30, <br><br>2022 | |||||||||
| Revenues | 80,535 | 95,679 | 237,975 | 266,060 | ||||||||
| Voyage expenses and commissions | (1,371 | ) | (1,383 | ) | (5,302 | ) | (5,016 | ) | ||||
| Vessel operating costs | (18,555 | ) | (16,744 | ) | (56,406 | ) | (54,365 | ) | ||||
| Depreciation | (21,281 | ) | (20,696 | ) | (62,765 | ) | (64,907 | ) | ||||
| General and administrative expenses | (3,295 | ) | (4,263 | ) | (9,854 | ) | (13,334 | ) | ||||
| Loss on disposal of vessel | — | (166 | ) | — | (166 | ) | ||||||
| Impairment loss on vessels | — | — | — | (28,027 | ) | |||||||
| Profit from operations | 36,033 | 52,427 | 103,648 | 100,245 | ||||||||
| Financial costs | (9,373 | ) | (13,381 | ) | (27,904 | ) | (31,940 | ) | ||||
| Financial income | 9 | 612 | 32 | 872 | ||||||||
| (Loss)/gain on derivatives | (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: | ||||||||||||
| 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 |
10
Unaudited condensed consolidated statements of cash flows
For thenine months ended September 30, 2021 and 2022
(All amounts expressed in thousands of U.S. Dollars)
| For the nine months ended | ||||||
|---|---|---|---|---|---|---|
| September 30,<br> <br>2021 | September 30,<br> <br>2022 | |||||
| Cash flows from operating activities: | ||||||
| Profit for the period | 76,510 | 78,393 | ||||
| Adjustments for: | ||||||
| Depreciation | 62,765 | 64,907 | ||||
| Impairment loss on vessels | — | 28,027 | ||||
| Loss on disposal of vessel | — | 166 | ||||
| Financial costs | 27,904 | 31,940 | ||||
| Financial income | (32 | ) | (872 | ) | ||
| Gain on derivatives | (734 | ) | (9,216 | ) | ||
| Share-based compensation | 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 | — | 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 | (90,853 | ) | (118,371 | ) | ||
| Payment of loan issuance costs | — | (14 | ) | |||
| Principal elements of lease payments | (310 | ) | (7,832 | ) | ||
| Interest paid | (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) | 10,205 | 16 | ||||
| Repurchases of preference units | (12,361 | ) | (38,744 | ) | ||
| Payment of offering costs | (333 | ) | (20 | ) | ||
| Distributions paid (including common and preference) | (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 |
11
EXHIBIT II
Non-GAAP Financial Measures:
EBITDA is defined as earnings before financial income and costs, gain/loss on derivatives, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before impairment loss on vessels, loss on disposal of vessel and restructuring costs. Adjusted Profit represents earnings before (a) non-cash gain/loss on derivatives that includes unrealized gain/loss on derivatives held for trading, (b) write-off and accelerated amortization of unamortized loan fees, (c) impairment loss on vessels, (d) loss on disposal of vessel and (e) restructuring costs. Adjusted EPU represents Adjusted Profit (as defined above), after deducting preference unit distributions and adding/deducting any difference between the carrying amount of preference units and the fair value of the consideration paid to settle them, divided by the weighted average number of units outstanding during the period. EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU, 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, Adjusted EBITDA, Adjusted Profit and Adjusted EPU assists our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our ongoing financial and operational strength in assessing whether to purchase and/or to continue to hold our common units. This increased comparability is achieved by excluding the potentially disparate effects between periods of, in the case of EBITDA and Adjusted EBITDA, financial costs, gain/loss on derivatives, taxes, depreciation and amortization; in the case of Adjusted EBITDA, impairment loss on vessels, loss on disposal of vessel and restructuring costs and, in the case of Adjusted Profit and Adjusted EPU, non-cash gain/loss on derivatives, write-off and accelerated amortization of unamortized loan fees, impairment loss on vessels, loss on disposal of vessel and restructuring costs, which items are affected by various and possibly changing financing methods, financial market conditions, general shipping market conditions, capital structure and historical cost basis and which items may significantly affect results of operations between periods. Restructuring costs are excluded from Adjusted EBITDA, Adjusted Profit and Adjusted EPU because restructuring costs represent charges reflecting specific actions taken by management to improve the Partnership’s future profitability and therefore are not considered representative of the underlying operations of the Partnership. Impairment loss is excluded from Adjusted EBITDA, Adjusted Profit and Adjusted EPU because impairment loss on vessels represents the excess of their carrying amount over the amount that is expected to be recovered from them in the future and therefore is not considered representative of the underlying operations of the Partnership. Loss on disposal of vessel is excluded from Adjusted EBITDA, Adjusted Profit and Adjusted EPU because loss on disposal of vessel represents the excess of its carrying amount over the amount that was recovered through sale and therefore is not considered representative of the underlying operations of the Partnership.
EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU 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 operating performance presented in accordance with IFRS. Some of these limitations include the fact that they do not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments, (ii) changes in, or cash requirements for, our working capital needs and (iii) the cash requirements necessary to service interest or principal payments on our debt. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU 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 to how we do, limiting their usefulness as comparative measures. EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU exclude some, but not all, items that affect profit or loss and these measures may vary among other companies. Therefore, EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU as presented herein may not be comparable to similarly titled measures of other companies. The following tables reconcile EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU to Profit, the most directly comparable IFRS financial measure, for the periods presented.
In evaluating EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted EPU should not be construed as an inference that our future results will be unaffected by the excluded items.
The estimated incremental EBITDA in 2022, 2023, 2024 and 2025 in connection with the recharterings of the Solaris, the GasLog Shanghai and the Methane Heather Sally is based on the following assumptions:
| - | continuation of the time charters for the Solaris, the GasLog Shanghai and the Methane Heather Sally through<br>expiration in October 2023, February 2025 and July 2025, respectively; |
|---|---|
| - | vessel operating and supervision costs and voyage expenses and commissions per current internal estimates; and |
| --- | --- |
| - | general and administrative expenses based on management’s current internal estimates. |
| --- | --- |
We consider the above assumptions to be reasonable as of the date of this press release, but if these assumptions prove to be incorrect, actual EBITDA could differ materially from our estimates. The prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants, but, in the view of the Partnership’s management, was prepared on a reasonable basis and reflects the best currently available estimates and judgments. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this press release are cautioned not to place undue reliance on the prospective financial information.
Neither our independent auditors nor any other independent accountants have compiled, examined, or performed any procedures with respect to the prospective financial information contained above, 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, such prospective financial information.
12
Reconciliation of Profit to EBITDA and Adjusted EBITDA:
(Amounts expressed in thousands of U.S. Dollars)
| For the three months ended | For the nine months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, <br><br>2021 | September 30, <br><br>2022 | September 30, <br><br>2021 | September 30, <br><br>2022 | |||||||||
| Profit for the period | 26,487 | 42,651 | 76,510 | 78,393 | ||||||||
| Depreciation | 21,281 | 20,696 | 62,765 | 64,907 | ||||||||
| Financial costs | 9,373 | 13,381 | 27,904 | 31,940 | ||||||||
| Financial income | (9 | ) | (612 | ) | (32 | ) | (872 | ) | ||||
| Loss/(gain) on derivatives | 182 | (2,993 | ) | (734 | ) | (9,216 | ) | |||||
| EBITDA | 57,314 | 73,123 | 166,413 | 165,152 | ||||||||
| Impairment loss on vessels | — | — | — | 28,027 | ||||||||
| Loss on disposal of vessel | — | 166 | — | 166 | ||||||||
| Restructuring costs | — | — | — | 168 | ||||||||
| Adjusted EBITDA | 57,314 | 73,289 | 166,413 | 193,513 |
Reconciliation of Profit to Adjusted Profit:
(Amounts expressed in thousands of U.S. Dollars)
| For the three months ended | For the nine months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, <br><br>2021 | September 30, <br><br>2022 | September 30, <br><br>2021 | September 30, <br><br>2022 | |||||||||
| Profit for the period | 26,487 | 42,651 | 76,510 | 78,393 | ||||||||
| Non-cash gain on derivatives | (1,787 | ) | (3,297 | ) | (7,356 | ) | (12,579 | ) | ||||
| Write-off of unamortized loan fees | — | 294 | — | 294 | ||||||||
| Impairment loss on vessels | — | — | — | 28,027 | ||||||||
| Loss on disposal of vessel | — | 166 | — | 166 | ||||||||
| Restructuring costs | — | — | — | 168 | ||||||||
| Adjusted Profit | 24,700 | 39,814 | 69,154 | 94,469 |
Reconciliation of Profit to EPU and Adjusted EPU:
(Amounts expressed in thousands of U.S. Dollars)
| For the three months ended | For the nine months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, <br><br>2021 | September 30, <br><br>2022 | September 30, <br><br>2021 | September 30, <br><br>2022 | |||||||||
| Profit for the period | 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 | ) | ||||||
| Partnership’s profit attributable to: | 19,293 | 36,156 | 54,152 | 57,874 | ||||||||
| Common units | 18,895 | 35,416 | 53,022 | 56,685 | ||||||||
| General partner units | 398 | 740 | 1,130 | 1,189 | ||||||||
| Weighted average 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 | ||||||||
| EPU (basic) | ||||||||||||
| Common units | 0.37 | 0.69 | 1.08 | 1.10 | ||||||||
| General partner units | 0.37 | 0.69 | 1.09 | 1.10 | ||||||||
| For the three months ended | For the nine months ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, <br><br>2021 | September 30, <br><br>2022 | September 30, <br><br>2021 | September 30, <br><br>2022 | |||||||||
| Profit for the period | 26,487 | 42,651 | 76,510 | 78,393 | ||||||||
| Adjustment for: | ||||||||||||
| Accrued preference unit distributions | (7,329 | ) | (6,491 | ) | (22,493 | ) | (20,299 | ) |
13
| Differences on repurchase of preference units | 135 | (4 | ) | 135 | (220 | ) | ||
|---|---|---|---|---|---|---|---|---|
| Partnership’s profit used in EPU calculation | 19,293 | 36,156 | 54,152 | 57,874 | ||||
| Non-cash gain on derivatives | (1,787 | ) | (3,297 | ) | (7,356 | ) | (12,579 | ) |
| Write-off of unamortized loan fees | — | 294 | — | 294 | ||||
| Impairment loss on vessels | — | — | — | 28,027 | ||||
| Loss on disposal of vessel | — | 166 | — | 166 | ||||
| Restructuring costs | — | — | — | 168 | ||||
| Adjusted Partnership’s profit used in EPU calculation attributable to: | 17,506 | 33,319 | 46,796 | 73,950 | ||||
| Common units | 17,145 | 32,636 | 45,820 | 72,429 | ||||
| General partner units | 361 | 683 | 976 | 1,521 | ||||
| Weightedaverage 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 | ||||
| Adjusted EPU (basic) | ||||||||
| Common units | 0.34 | 0.63 | 0.94 | 1.41 | ||||
| General partner units | 0.34 | 0.63 | 0.94 | 1.41 |
14
Exhibit 99.2
Financial Report for the Three and Nine Months Ended September 30, 2022
Management’s Discussion and Analysis ofFinancial Condition and Results of Operation
The following is a discussion of our financial condition and results of operations for the three-and nine-month periods ended September 30, 2021 and September 30, 2022. References to “GasLog Partners”, “we”, “our”, “us” and “the Partnership” or similar terms refer to GasLog Partners LP and its subsidiaries. You should read this section in conjunction with our unaudited 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 operations, please see our Annual Report on Form 20-F filed with the United States Securities Exchange Commission (the “SEC”) on March 1, 2022. 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
All statements in this report that are not statements of historical fact are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, particularly in relation to our operations, cash flows, financial position, liquidity and cash available for dividends or distributions and the impact of changes to our cash distributions on the Partnership’s business and growth prospects, plans, strategies, business prospects and changes and trends in our business and the markets in which we operate. We caution that these forward-looking statements represent our estimates and assumptions only as of the date of this report, about factors that are beyond our ability to control or predict, and are not intended to give any assurance as to future results. Any of these factors or a combination of these factors could materially affect future results of operations and the ultimate accuracy of the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.
Factors that might cause future results and outcomes to differ include, but are not limited to, the following:
| • | general liquefied natural gas (“LNG”) shipping market conditions and trends, including spot and multi-year charter rates,<br>ship values, factors affecting supply and demand of LNG and LNG shipping, including geopolitical events, technological advancements and<br>opportunities for the profitable operations of LNG carriers; |
|---|---|
| • | fluctuations in charter hire rates, vessel utilization and vessel values; |
| • | our ability to secure new multi-year charters at economically attractive rates; |
| • | our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels which are not operating under<br>multi-year charters, including the risk that certain of our vessels may no longer have the latest technology at such time which may impact<br>our ability to secure employment for such vessels as well as the rate at which we can charter such vessels; |
| • | changes in our operating expenses, including crew costs, maintenance, dry-docking and insurance costs and bunker prices; |
| • | number of off-hire days and dry-docking requirements, including our ability to complete scheduled dry-dockings on time and within<br>budget; |
| • | planned capital expenditures and availability of capital resources to fund capital expenditures; |
| • | business disruptions resulting from measures taken to reduce the spread of COVID-19, including possible delays due to the quarantine<br>of vessels and crew, as well as government-imposed shutdowns; |
| • | fluctuations in prices for crude oil, petroleum products and natural gas, including LNG; |
| • | fluctuations in exchange rates, especially the U.S. dollar and Euro; |
| • | our ability to expand our portfolio by acquiring vessels through our drop-down pipeline with GasLog Ltd. (“GasLog”) or<br>by acquiring other assets from third parties; |
| • | our ability to leverage GasLog’s relationships and reputation in the shipping industry and the ability of GasLog to maintain<br>long-term relationships with major energy companies and major LNG producers, marketers and consumers to obtain new charter contracts; |
| • | GasLog’s relationships with its employees and ship crews, its ability to retain key employees and provide services to us, and<br>the availability of skilled labor, ship crews and management; |
| • | changes in the ownership of our charterers; |
| • | our customers’ performance of their obligations under our time charters and other contracts; |
| • | our future operating performance, financial condition, liquidity and cash available for distributions; |
| • | our distribution policy and our ability to make cash distributions on our units or the impact of changes to cash distributions on<br>our financial position; |
| • | our ability to obtain debt and equity financing on acceptable terms to fund capital expenditures, acquisitions and other corporate<br>activities, funding by banks of their financial commitments and our ability to meet our restrictive covenants and other obligations under<br>our credit facilities; |
| • | future, pending or recent acquisitions of ships or other assets, business strategy, areas of possible expansion and expected capital<br>spending; |
| • | risks inherent in ship operation, including the discharge of pollutants; |
| • | any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible<br>cybersecurity event; |
| • | the expected cost of and our ability to comply with environmental and regulatory requirements related to climate change, including<br>with respect to emissions of air pollutants and greenhouse gases, as well as future changes in such requirements or other actions taken<br>by |
15
| regulatory authorities, governmental organizations, classification<br>societies and standards imposed by our charterers applicable to our business; | |
|---|---|
| • | potential disruption of shipping routes due to accidents, diseases, pandemics, political events, piracy or acts by terrorists; |
| • | potential liability from future litigation; and |
| • | other<br> risks and uncertainties described in the Partnership’s Annual Report on Form 20-F<br> filed with the SEC on March 1, 2022, available at http://www.sec.gov. |
The declaration and payment of distributions are at all times subject to the discretion of our board of directors and will depend on, amongst other things, the risks and uncertainties described above, restrictions in our credit facilities, the provisions of Marshall Islands law and such other factors as our board of directors may deem relevant.
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, except as required by applicable law. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.
Cash Distribution
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 $0.5 million based on the number of units issued and outstanding as of September 30, 2022.
Overview
GasLog Partners is an owner and operator of LNG carriers. Since our initial public offering (“IPO”) in May 2014, we have grown our fleet from three vessels at the time of our IPO to 14 today (including one vessel sold and leased back under a bareboat charter). Our focus is on capital allocation to debt repayment, prioritizing balance sheet strength for 2022, in order to lower our cash break-evens, reduce our cost of capital and further enhance the Partnership’s competitive positioning.
As of September 30, 2022, our owned and bareboat fleet consisted of ten vessels with tri-fuel diesel electric (“TFDE”) propulsion and four steam turbine propulsion (“Steam”) vessels, following the sale of the Steam vessel Methane Shirley Elisabeth in September 2022. In October 2022, we entered into an agreement to sell and lease-back the Methane Heather Sally, with the transaction expected to be completed in the fourth quarter of 2022. We also have options and other rights under which we may acquire additional LNG carriers from GasLog, as described below. We believe that such options and rights could provide us with built-in growth opportunities, subject to certain conditions described below. We may also acquire vessels or other LNG infrastructure assets from shipyards or other owners. However, we cannot assure you that we will make any acquisition or that, as a consequence, we will successfully grow our distributions per common unit. Among other things, our ability to acquire any additional LNG carriers or other LNG infrastructure assets will be dependent upon our ability to raise additional equity and debt financing.
Our Fleet
Owned Fleet
| LNG Carrier | Year Built | CargoCapacity(cbm) | Charterer (for contracts of more than six months) | <br><br> <br><br><br> <br>****<br><br> <br>Propulsion | Charter Expiration<br><br> <br>(Firm Period) | Optional Period | |
|---|---|---|---|---|---|---|---|
| 1 | Methane Jane Elizabeth | 2006 | 145,000 | Cheniere ^(1)^ | Steam | March 2023 | 2024–2025 ^(1)^ |
| 2 | GasLog Seattle | 2013 | 155,000 | Major Trading House | TFDE | March 2023 | — |
| 3 | GasLog Sydney | 2013 | 155,000 | Naturgy ^(2)^ | TFDE | April 2023 | — |
| 4 | GasLog Geneva | 2016 | 174,000 | Shell ^(3)^ | TFDE | September 2023 | 2028–2031 ^(3)^ |
| 5 | Methane Rita Andrea | 2006 | 145,000 | Energy Major | Steam | October 2023 | — |
| 6 | Methane Alison Victoria | 2007 | 145,000 | CNTIC VPower ^(4)^ | Steam | October 2023 | 2024–2025 ^(4)^ |
| 7 | GasLog Gibraltar | 2016 | 174,000 | Shell | TFDE | October 2023 | 2028–2031 ^(3)^ |
| 8 | Solaris | 2014 | 155,000 | Energy Major | TFDE | October 2023 | — |
| 9 | GasLog Santiago | 2013 | 155,000 | Trafigura ^(5)^ | TFDE | December 2023 | 2024–2028 ^(5)^ |
| 10 | Methane Becki Anne | 2010 | 170,000 | Shell | TFDE | March 2024 | 2027–2029 ^(6)^ |
| 11 | Methane Heather Sally ^(7)^ | 2007 | 145,000 | SEA Charterer ^(7)^ | Steam | July 2025 | — |
| 12 | GasLog Greece | 2016 | 174,000 | Shell | TFDE | March 2026 | 2031 ^(8)^ |
| 13 | GasLog Glasgow | 2016 | 174,000 | Shell | TFDE | June 2026 | 2031 ^(8)^ |
| ^(1)^ | The vessel is chartered to Cheniere Marketing International LLP, a subsidiary of Cheniere Energy Inc. (“Cheniere”). Charterers<br>may extend the term of the time charters by two additional periods of one year, provided that the charterer gives us advance notice of<br>declaration. The period shown reflects the expiration of the | ||||||
| --- | --- |
16
| minimum optional period and the maximum optional period. | |
|---|---|
| ^(2)^ | The vessel is chartered to Naturgy Aprovisionamentos S.A. (“Naturgy”). |
| ^(3)^ | The vessel is chartered to a wholly owned subsidiary of Shell plc (“Shell”). Charterer may extend the term of the time<br>charters by two additional periods of five and three years, respectively, provided that the charterer gives us advance notice of declaration.<br>The period shown reflects the expiration of the minimum optional period and the maximum optional period. |
| ^(4)^ | The vessel is chartered to CNTIC VPower Energy Ltd. (“CNTIC VPower”), an independent Chinese energy company. The charterer<br>may extend the term of the related charter by two additional periods of one year, provided that the charterer gives us advance notice<br>of its exercise of any extension option. The period shown reflects the expiration of the minimum optional period and the maximum optional<br>period. |
| ^(5)^ | The vessel is chartered to Trafigura Maritime Logistics PTE Ltd. (“Trafigura”). Charterer may extend the term of this<br>time charter for a period ranging from one to six years, provided that the charterer gives us advance notice of declaration. The period<br>shown reflects the expiration of the minimum optional period and the maximum optional period. |
| ^(6)^ | Charterer may extend the term of the related charter for one extension period of three or five years, provided that the charterer<br>gives us advance notice of its exercise of any extension option. The period shown reflects the expiration of the minimum optional period<br>and the maximum optional period. |
| ^(7)^ | The Partnership entered into a sale and lease-back agreement for the specific vessel in October 2022, with the transaction expected<br>to be completed in the fourth quarter of 2022. The vessel remains on its charter to a Southeast Asian charterer (“SEA Charterer”). |
| ^(8)^ | Charterer may extend the term of these time charters for a period of five years, provided that the charterer gives us advance notice<br>of declaration. |
Bareboat Vessel
| LNG Carrier | Year Built | CargoCapacity(cbm) | Charterer (for contracts of more than six months) | <br><br> <br><br><br> <br>Propulsion | Charter Expiration<br><br> <br>(Firm Period) | Optional Period | |
|---|---|---|---|---|---|---|---|
| 1 | GasLog Shanghai ^(1)^ | 2013 | 155,000 | Gunvor | TFDE | November 2022 | — |
| Woodside ^(2)^ | February 2025 ^(2)^ | 2026 ^(2)^ | |||||
| ^(1)^ | In October 2021, the vessel was sold and leased back from China Development Bank Financial Leasing Co. Ltd. (“CDBL”)<br>for a period of five years, with no repurchase option or obligation. | ||||||
| --- | --- | ||||||
| ^(2)^ | The vessel is expected to commence its charter with Woodside Energy Shipping Singapore Pte. Ltd. (“Woodside”) after completing<br>its scheduled dry-docking. Charterer may extend the term of this time charter for a period of one year, provided that the charterer gives<br>us advance notice of declaration. |
Additional Vessels
Five-Year Vessel Business Opportunities
GasLog has agreed, and has caused its controlled affiliates (other than us, our general partner and our subsidiaries) to agree, not to acquire, own, operate or charter any LNG carrier with a cargo capacity greater than 75,000 cbm engaged in oceangoing LNG transportation under a charter for five full years or more without, within 30 calendar days after the consummation of the acquisition or the commencement of the operations or charter of such a vessel, notifying us and offering us the opportunity to purchase such vessel at fair market value. We refer to these vessels, together with any related charters, as “Five-Year Vessels”.
Results of Operations
Our results set forth below are derived from the unaudited condensed consolidated financial statements of the Partnership.
| Three-monthperiod ended September****30, 2021 compared to the three-month period ended September 30, 2022 | ||||||
|---|---|---|---|---|---|---|
| (in thousands of U.S. dollars) | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| September 30, 2021 | September 30, 2022 | Change | ||||
| Revenues | 80,535 | 95,679 | 15,144 | |||
| Voyage expenses and commissions | (1,371 | ) | (1,383 | ) | (12 | ) |
| Vessel operating costs | (18,555 | ) | (16,744 | ) | 1,811 | |
| Depreciation | (21,281 | ) | (20,696 | ) | 585 | |
| General and administrative expenses | (3,295 | ) | (4,263 | ) | (968 | ) |
| Loss on disposal of vessel | — | (166 | ) | (166 | ) | |
| Profit from operations | 36,033 | 52,427 | 16,394 | |||
| Financial costs | (9,373 | ) | (13,381 | ) | (4,008 | ) |
| Financial income | 9 | 612 | 603 | |||
| (Loss)/gain on derivatives | (182 | ) | 2,993 | 3,175 | ||
| Profit for the period | 26,487 | 42,651 | 16,164 |
For the three-month period ended September 30, 2021, we had an average of 15.0 vessels operating in our owned fleet having 1,321 available days, while during the three-month period ended September 30, 2022, we had an average of 14.8 vessels operating in our owned and bareboat fleet having 1,359 available days. The increase in available days is due to the scheduled dry-dockings of three of our vessels in the third quarter of 2021 (compared to nil in the same period in 2022), partially offset by a decrease of available days due to the sale of the Methane Shirley Elisabeth in September 2022.
Revenues: Revenues increased by $15.2 million, or 18.9%, from $80.5 million for the three-month period ended September 30, 2021, to
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$95.7 million for the same period in 2022. The increase is mainly attributable to a net increase in revenues from our vessels operating in the spot market in the third quarter of 2022, in line with the improvement of the LNG shipping spot and term markets, combined with an increase in revenues resulting from the 59 off-hire days due to the scheduled dry-dockings of three of our vessels in the third quarter of 2021 (compared to nil in the same period in 2022). The average daily hire rate increased from $60,965 for the three-month period ended September 30, 2021, to $70,979 for the three-month period ended September 30, 2022.
VesselOperating Costs: Vessel operating costs decreased by $1.9 million, or 10.2%, from $18.6 million for the three-month period ended September 30, 2021, to $16.7 million for the same period in 2022. The decrease in vessel operating costs is mainly attributable to a decrease of $1.2 million in technical maintenance expenses and a decrease of $0.7 million in crew costs. Both decreases were largely related to the favorable movement of the EUR/USD exchange rate in the three months ended September 30, 2022 compared to the same period in 2021, partially offset by an increase in operating costs from inflationary pressures, as well as due to the in-house management of the Solaris (after her redelivery into our managed fleet on April 6, 2022). As a result, daily operating costs per vessel decreased from $14,406 per day for the three-month period ended September 30, 2021, to $12,276 per day for the three-month period ended September 30, 2022.
Generaland Administrative Expenses: General and administrative expenses increased by $1.0 million, or 30.3%, from $3.3 million for the three-month period ended September 30, 2021, to $4.3 million for the same period in 2022. The increase in general and administrative expenses is attributable to the increase in administrative services fees for our fleet, effective January 1, 2022, in connection with the increase in the annual fee per vessel payable to GasLog compared to prior year (approximately $0.3 million per vessel per year). As a result, daily general and administrative expenses increased from $2,388 per vessel ownership day for the three-month period ended September 30, 2021, to $3,127 per vessel ownership day for the three-month period ended September 30, 2022.
FinancialCosts: Financial costs increased by $4.0 million, or 42.6%, from $9.4 million for the three-month period ended September 30, 2021, to $13.4 million for the same period in 2022. The increase in financial costs is mainly attributable to an increase of $3.9 million in interest expense on loans, mainly due to an increase in the London Interbank Offered Rate (“LIBOR”) rates in the three months ended September 30, 2022 as compared to the same period in 2021. During the three-month period ended September 30, 2021, we had an average of $1,232.9 million of bank borrowings outstanding under our credit facilities with a weighted average interest rate of 2.4%, compared to an average of $1,025.9 million of bank borrowings outstanding under our credit facilities with a weighted average interest rate of 4.3% during the three-month period ended September 30, 2022.
(Loss)/gainon Derivatives: Loss on derivatives decreased by $3.2 million, from a loss of $0.2 million for the three-month period ended September 30, 2021, to a gain of $3.0 million for the same period in 2022. The decrease is attributable to a decrease of $1.7 million in realized loss on interest rate swaps and a $1.5 million increase in unrealized gain from the mark-to-market valuation of interest rate swaps, which were carried at fair value through profit or loss, mainly due to changes in the forward LIBOR curve.
Profitfor the Period: Profit for the period increased by $16.2 million, or 61.1%, from $26.5 million for the three-month period ended September 30, 2021, to $42.7 million for the same period in 2022, as a result of the aforementioned factors.
| Nine-monthperiod ended September****30, 2021 compared to the nine-month period ended September 30, 2022 | ||||||
|---|---|---|---|---|---|---|
| (in thousands of U.S. dollars) | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| September 30, 2021 | September 30, 2022 | Change | ||||
| Revenues | 237,975 | 266,060 | 28,085 | |||
| Voyage expenses and commissions | (5,302 | ) | (5,016 | ) | 286 | |
| Vessel operating costs | (56,406 | ) | (54,365 | ) | 2,041 | |
| Depreciation | (62,765 | ) | (64,907 | ) | (2,142 | ) |
| General and administrative expenses | (9,854 | ) | (13,334 | ) | (3,480 | ) |
| Loss on disposal of vessel | — | (166 | ) | (166 | ) | |
| Impairment loss on vessels | — | (28,027 | ) | (28,027 | ) | |
| Profit from operations | 103,648 | 100,245 | (3,403 | ) | ||
| Financial costs | (27,904 | ) | (31,940 | ) | (4,036 | ) |
| Financial income | 32 | 872 | 840 | |||
| Gain on derivatives | 734 | 9,216 | 8,482 | |||
| Profit for the period | 76,510 | 78,393 | 1,883 |
For the nine-month period ended September 30, 2021, we had an average of 15.0 vessels operating in our owned fleet having 3,940 available days, while during the nine-month period ended September 30, 2022, we had an average of 14.9 vessels operating in our owned and bareboat fleet having 4,074 available days. The increase in available days is mainly due to the scheduled dry-dockings of five of our vessels in the first nine months of 2021 (compared to nil in the same period in 2022), partially offset by a decrease of available days due to the sale of the Methane Shirley Elisabeth in September 2022.
Revenues: Revenues increased by $28.1 million, or 11.8%, from $238.0 million for the nine-month period ended September 30, 2021, to $266.1 million for the same period in 2022. The increase is mainly attributable to a net increase in revenues from our vessels operating in the spot market in the first nine months of 2022, in line with the improvement of the LNG shipping spot and term markets, combined with an increase in revenues resulting from the 155 off-hire days due to the scheduled dry-dockings of five of our vessels in the first nine months of 2021 (compared to nil in the same period in 2022). The average daily hire rate increased from $61,683 for the nine-month period ended September 30, 2021, to $66,003 for the nine-month period ended September 30, 2022.
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VesselOperating Costs: Vessel operating costs decreased by $2.0 million, or 3.5%, from $56.4 million for the nine-month period ended September 30, 2021, to $54.4 million for the same period in 2022. The decrease in vessel operating costs is mainly attributable to a decrease of $3.5 million in technical maintenance expenses, primarily in connection with the dry-dockings of five of our vessels in 2021 (compared to nil in the same period in 2022) and the favorable movement of the EUR/USD exchange rate in the nine months ended September 30, 2022 compared to the same period in 2021. This decrease was partially offset by an increase of $1.9 million in crew costs, largely related to incremental costs following our COVID-19 enhanced protocols in 2022, crew extension bonuses to support our seafarers, travelling and extended quarantine days for seafarers prior to embarkation, inflationary pressures, as well as due to the in-house management of the Solaris (after her redelivery into our managed fleet on April 6, 2022). As a result, daily operating costs per vessel decreased from $14,758 per day for the nine-month period ended September 30, 2021, to $13,646 per day for the nine-month period ended September 30, 2022.
Generaland Administrative Expenses: General and administrative expenses increased by $3.4 million, or 34.3%, from $9.9 million for the nine-month period ended September 30, 2021, to $13.3 million for the same period in 2022. The increase in general and administrative expenses is mainly attributable to the increase in administrative services fees for our fleet, effective January 1, 2022, in connection with the increase in the annual fee per vessel payable to GasLog compared to prior year (approximately $0.3 million per vessel per year). As a result, daily general and administrative expenses increased from $2,406 per vessel ownership day for the nine-month period ended September 30, 2021, to $3,269 per vessel ownership day for the nine-month period ended September 30, 2022.
ImpairmentLoss on Vessels: Impairment loss on vessels was $28.0 million for the nine-month period ended September 30, 2022 and nil for the same period in 2021. The impairment loss was recognized as of June 30, 2022 pursuant to the reclassification of two of our Steam vessels as held for sale and remeasurement of their carrying amounts.
FinancialCosts: Financial costs increased by $4.0 million, or 14.3%, from $27.9 million for the nine-month period ended September 30, 2021, to $31.9 million for the same period in 2022. The increase in financial costs is mainly attributable to an increase of $3.4 million in interest expense on loans, primarily due to an increase in the LIBOR rates in the nine months ended September 30, 2022, as compared to the same period in 2021, and an increase of $1.2 million in interest expense on leases, pursuant to the sale and lease-back of the GasLog Shanghai in October 2021. During the nine-month period ended September 30, 2021, we had an average of $1,260.4 million of bank borrowings outstanding under our credit facilities with a weighted average interest rate of 2.4%, compared to an average of $1,055.6 million of bank borrowings outstanding under our credit facilities with a weighted average interest rate of 3.3% during the nine-month period ended September 30, 2022.
Gainon Derivatives: Gain on derivatives increased by $8.5 million, from $0.7 million for the nine-month period ended September 30, 2021, to $9.2 million for the same period in 2022. The increase is attributable to a $5.2 million increase in unrealized gain from the mark-to-market valuation of interest rate swaps, which were carried at fair value through profit or loss, mainly due to changes in the forward LIBOR curve, and a decrease of $3.3 million in realized loss on interest rate swaps.
Profitfor the Period: Profit for the period increased by $1.9 million, or 2.5%, from $76.5 million for the nine-month period ended September 30, 2021, to $78.4 million for the same period in 2022, as a result of the aforementioned factors.
Liquidity and Capital Resources
We operate in a capital-intensive industry and we expect to finance the purchase of any additional vessels or other capital expenditures through a combination of borrowings from commercial banks, cash generated from operations and lease and equity financings, if any. In addition to paying distributions and potentially repurchasing common and preference units, our other liquidity requirements relate to paying our operating and general and administrative expenses, servicing our debt, funding investments, funding working capital and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity and complying with our financial covenants under our debt facilities.
In the three months ended September 30, 2022, under the Partnership’s preference unit repurchase programme established in March 2021, GasLog Partners repurchased and cancelled 233,179 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series A Preference Units”), 198,746 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series B Preference Units”) and 178,544 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series C Preference Units”). The aggregate amount paid in the third quarter of 2022 was $20.0 million, including commissions and an amount of $4.7 million relating to 90,841 Series A Preference Units, 70,000 Series B Preference Units and 27,000 Series C Preference Units, which were repurchased during the third quarter of 2022 and cancelled post quarter-end, on October 3, 2022.
The Partnership did not issue any common units during the third quarter of 2022 under the ATM Common Equity Offering Programme.
As of September 30, 2022, we had $139.0 million of cash and cash equivalents, out of which $44.5 million was held in current accounts and $94.5 million was held in time deposits with an original duration of less than three months. An additional amount of $25.0 million of time deposits with an original duration greater than three months was classified under short-term cash deposits.
As of September 30, 2022, we had an aggregate of $970.8 million of borrowings outstanding under our credit facilities, of which $122.9 million was repayable within one year. Current bank borrowings include an amount of $32.6 million with respect to the associated debt of the Steam vessel Methane Heather Sally, classified as held for sale as of September 30, 2022. As of September 30, 2022, we also had an aggregate of $48.2 million of lease liabilities mainly related to the sale and lease-back of the GasLog Shanghai, of which $10.5 million was payable within one year.
As of September 30, 2022, the Partnership had in place four interest rate swap agreements at a notional value of $133.3 million in aggregate, maturing between 2024 and 2025. As a result of its hedging agreements, the Partnership had hedged 13.6% of its floating interest rate exposure on
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its outstanding debt (excluding the lease liability) as of September 30, 2022, at a weighted average interest rate of approximately 3.1% (excluding margin).
Working Capital Position
As of September 30, 2022, our current assets totaled $251.3 million and current liabilities totaled $194.9 million, resulting in a positive working capital position of $56.4 million.
We believe that our current resources, cash from operations and existing debt facilities will be sufficient to meet our working capital requirements and comply with our banking covenants for at least twelve months from the date of this report.
Cash Flows
| Nine-month period ended September 30, 2021 comparedto the nine-month period ended September 30, 2022 |
|---|
The following table summarizes our net cash flows from operating, investing and financing activities for the periods indicated:
| (in thousands of U.S. dollars) | Nine months ended | |||||
|---|---|---|---|---|---|---|
| September 30, 2021 | September 30, 2022 | Change | ||||
| Net cash provided by operating activities | 174,576 | 185,716 | 11,140 | |||
| Net cash (used in)/provided by investing activities | (15,387 | ) | 27,454 | 42,841 | ||
| Net cash used in financing activities | (152,717 | ) | (219,744 | ) | (67,027 | ) |
Net Cash provided by Operating Activities:
Net cash provided by operating activities increased by $11.1 million, from $174.6 million in the nine-month period ended September 30, 2021, to $185.7 million in the nine-month period ended September 30, 2022. The increase of $11.1 million is mainly attributable to an increase in revenues of $28.1 million, partially offset by a $16.1 million movement in working capital accounts (mainly influenced by movements of trade and other receivables) and a net decrease of $1.1 million in voyage expenses and commissions, vessel operating costs and general and administrative expenses.
Net Cash (used in)/provided by Investing Activities:
Net cash used in investing activities decreased by $42.9 million, from net cash used in investing activities of $15.4 million in the nine-month period ended September 30, 2021, to net cash provided by investing activities of $27.5 million in the nine-month period ended September 30, 2022. The decrease of $42.9 million is mainly attributable to the net proceeds from the sale of the Methane ShirleyElisabeth of $53.6 million in 2022 and a decrease of cash used in payments for tangible fixed assets of $13.8 million, partially offset by an increase in net cash used in short-term cash deposits of $25.0 million.
Net Cash used in Financing Activities:
Net cash used in financing activities increased by $67.0 million, from $152.7 million in the nine-month period ended September 30, 2021, to $219.7 million in the nine-month period ended September 30, 2022. The increase of $67.0 million is attributable to an increase of $27.5 million in bank loan repayments, an increase of $26.4 million in cash used for repurchases of preference units, a decrease in proceeds from issuance of common and general partner units of $10.2 million and an increase of $7.5 million in lease payments (principal elements), partially offset by a decrease of $2.9 million in interest paid and a decrease of $1.7 million in paid distributions.
Contracted Charter Revenues
The following table summarizes GasLog Partners’ contracted charter revenues and vessel utilization for the periods ending December 31, 2022 and 2023:
| (in millions of U.S. dollars, except days and percentages) | October – December 2022 | 2023 |
|---|---|---|
| Contracted time charter revenues^(1)(2)(3)(4)^ | $96.9 | $270.6 |
| Total<br> contracted days^(1)(2)^^^ | 1,257 | 3,451 |
| Total available days^(5)^ | 1,288 | 4,990 |
| Total unfixed days^(6)^ | 31 | 1,539 |
| Percentage of total contracted days/ total available days | 97.6% | 69.2% |
After giving effect to the charter parties signed from October 1, 2022 until October 27, 2022, contracted time charter revenues increased to $299.4 million for 2023, while the percentage of total contracted days to total available days for 2023 increased to 75.9%.
| ^(1)^ | Contracted days are calculated taking into account the firm period charter expiration and expected market conditions as of September 30,<br>2022. |
|---|---|
| ^(2)^ | Our ships are scheduled to undergo dry-docking once every five years. Revenue calculations assume 365 revenue days per ship per annum,<br>with 30 off-hire days when each ship undergoes scheduled dry-docking. |
| ^(3)^ | For time charters that include a variable rate of hire within an agreed range during the charter period, revenue calculations are<br>based on the agreed minimum rate of hire for the respective period. |
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| ^(4)^ | Revenue calculations assume no exercise of any option to extend the terms of the charters. |
|---|---|
| ^(5)^ | Available days represent total calendar days after deducting 30 off-hire days when the ship undergoes scheduled dry-docking. |
| ^(6)^ | Represents available days for the ships after the expiration of the existing charters (assuming charterers do not exercise any option<br>to extend the terms of the charters). |
The table above provides information about our contracted charter revenues and ship utilization based on contracts in effect for the 14 LNG carriers in our fleet as of September 30, 2022 and through December 31, 2023 (including one vessel sold and leased back under a bareboat charter in October 2021). The table reflects only our contracted charter revenues for the ships in our owned and bareboat 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. In particular, the table does not reflect time charter revenues from 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. If exercised, the options to extend the terms of our existing charters would result in an increase in the number of contracted days and the contracted revenue 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 non-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 Annual Report on Form 20-F filed with the SEC on March 1, 2022. 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 Partnership’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.
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Exhibit 99.3
GASLOG PARTNERS LP
INDEX TO UNAUDITED CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
| Page | ||
|---|---|---|
| Unaudited<br> condensed consolidated statements of financial position as of December 31, 2021 and September 30, 2022 | F-2 | |
| Unaudited<br> condensed consolidated statements of profit or loss and total comprehensive income for the three and nine months ended September 30,<br> 2021 and 2022 | F-3 | |
| Unaudited<br> condensed consolidated statements of changes in partners’ equity for the nine months ended September 30, 2021 and 2022 | F-4 | |
| Unaudited<br> condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2022 | F-5 | |
| Notes<br> to the unaudited condensed consolidated financial statements | F-6 |
F-1
GasLog Partners LP
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 unitdata)
| Note | December 31,<br><br> <br>202****1 | September 30,<br><br> <br>20****22 | |
|---|---|---|---|
| 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
GasLog Partners LP
Unaudited condensed consolidated statements of profit or loss andtotal comprehensive income
For the three and nine months ended September 30, 2021 and2022
(All amounts expressed in thousands of U.S. Dollars, except per unitdata)
| 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
GasLog Partners LP
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 unitdata)
| General partner | Common unitholders | Class B unitholders | Preference<br><br> <br>unitholders | Total<br><br> <br>Partners’<br><br> <br>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
GasLog Partners LP
Unaudited condensed consolidated statements of cash flows
For thenine months ended September 30, 2021 and 2022
(All amounts expressed in thousands of U.S. Dollars)
| For the nine months ended | |||||
|---|---|---|---|---|---|
| Note | September 30,<br><br> <br>2021 | September 30,<br><br> <br>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
GasLog Partners LP
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 unitdata 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%<br>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,<br>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,<br>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**,**<br><br> <br>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**,2022** | |
|---|---|---|
| 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,<br><br> <br>2021 | September 30,2022 | |
|---|---|---|
| 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 30,2022 | |
|---|---|---|
| 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. FinancialCosts and (Loss)/g****ain 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<br>units. After the conversion of the first, second and third tranche of 415,000 Class B units on July 1, 2020, 2021 and 2022,<br>respectively, the remaining 1,245,000 Class B units will become eligible for conversion on a one-for-one basis into common units<br>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 MethaneHeather 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.
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