UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August 2022
Commission File Number: 000-50113
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GOLAR LNG LIMITED |
(Translation of registrant's name into English) |
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2nd Floor S.E. Pearman Building 9 Par-la-Ville Road Hamilton HM 11 Bermuda
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(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 [ X ] 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): [ ].
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): [ ].
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's “home country”), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Included is the Overview, Operating and Financial Review for the six months ended June 30, 2022 and the unaudited consolidated financial statements of Golar LNG Limited (the “Company” or “Golar”) as of and for the six months ended June 30, 2022.
The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3 ASR (File no. 333-237936), which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 30, 2020.
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.
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| GOLAR LNG LIMITED |
| (Registrant) |
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Date: August 31, 2022 | By: | /s/ Eduardo Maranhão |
| Name: | Eduardo Maranhão |
| Title: | Principal Financial Officer |
UNAUDITED INTERIM FINANCIAL REPORT
Forward-Looking Statements
Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this report, the words “believe,” “anticipate,” “intend,” “estimate” “forecast,” “project” "plan," “potential,” “will," “may,” “should,” “expect” and similar expressions identify forward-looking statements.
The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.
In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, among other things:
•our inability and that of our counterparty to meet our respective obligations under the Lease and Operate Agreement entered into in connection with the BP Greater Tortue / Ahmeyim Project (the “Gimi GTA Project”);
•continuing uncertainty resulting from potential future claims from our counterparties of purported force majeure under contractual arrangements, including but not limited to our construction projects (including the Gimi GTA Project) and other contracts to which we are a party;
•claims made or losses incurred in connection with our continuing obligations with regard to Hygo Energy Transition Ltd (“Hygo”), Golar LNG Partners LP (“Golar Partners”), Cool Company Ltd. (“CoolCo”) and Snam Group (“Snam”);
•the ability of Hygo, Golar Partners, New Fortress Energy Inc. (“NFE”) and CoolCo to meet their respective obligations to us, including indemnification obligations;
•a decline or continuing volatility in the global financial markets, specifically with respect to our equity holdings in NFE and CoolCo;
•continuing volatility of commodity prices;
•failure of shipyards to comply with delivery schedules or performance specifications on a timely basis or at all;
•changes to rules and regulations applicable to liquefied natural gas (“LNG”) carriers, floating storage and regasification units (“FSRUs”), floating liquefaction natural gas vessels (“FLNGs”) or other parts of the LNG supply chain;
•changes in our ability to retrofit vessels as FSRUs or FLNGs and in our ability to obtain financing for such conversions or commissioning works on acceptable terms or at all;
•changes in our ability to obtain additional financing on acceptable terms or at all;
•the length and severity of outbreaks of pandemics, including the worldwide outbreak of the coronavirus (“COVID-19”) and its impact on demand for LNG and natural gas, the timing of completion of our conversion projects or commissioning works, the operations of our charterers and customers, our global operations and our business in general;
•failure of our contract counterparties to comply with their agreements with us or other key project stakeholders;
•changes in LNG carrier, FSRU, or FLNG charter rates, vessel values or technological advancements;
•our ability to close potential future sales of additional equity interests in our vessels, including the Hilli and Gimi or to monetize our remaining interest in NFE and CoolCo on a timely basis or at all;
•our ability to contract the full utilization of the Hilli or other vessels;
•changes in the supply of or demand for LNG or LNG carried by sea and for LNG carriers, FSRUs or FLNGs;
•a material decline or prolonged weakness in rates for LNG carriers, FSRUs or FLNGs;
•increases in costs, including, among other things, wages, insurance, provisions, repairs and maintenance;
•changes in trading patterns that affect the opportunities for the profitable operation of LNG carriers, FSRUs or FLNGs;
•changes in the supply of or demand for natural gas generally or in particular regions;
•changes in our relationships with our counterparties, including our FLNG counterparties;
•changes in our relationship with our affiliates and the sustainability of any distributions they pay us;
•changes in general domestic and international political conditions, particularly where we operate;
•global economic trends, competition and geopolitical risks, including impacts from the ongoing conflict in Ukraine and the related sanctions and other measures, including the related impacts on the supply chain for our conversions or commission works;
•changes in the availability of vessels to purchase and in the time it takes to build new vessels;
•our inability to expand beyond the carriage of LNG and provision of FSRU and FLNGs, particularly through our innovative FLNG strategy;
•actions taken by regulatory authorities that may prohibit the access of LNG carriers, FSRUs and FLNGs to various ports; and
•other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the Commission, including our most recent annual report on Form 20-F.
We caution readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.
All forward-looking statements included in this report are made only as of the date of this report and, except as required by law, we assume no obligation to revise or update any written or oral forward-looking statements made by us or on our behalf as a result of new information, future events or other factors. If one or more forward-looking statements are revised or updated, no inference should be drawn that additional revisions or updates will be made in the future.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of our financial condition and results of operations for the six months ended June 30, 2022 and 2021. Unless the context indicates otherwise, the “Company”, “Golar”, “Golar LNG”, “we”, “us”, and “our” all refer to Golar LNG Limited or any one or more of its consolidated subsidiaries, including Golar Management Limited, or Golar Management, or to all such entities. References to “Golar Partners” or the “Partnership” refer, depending on the context, to our former affiliate Golar LNG Partners LP (previously listed on Nasdaq: GMLP) and to any one or more of its subsidiaries. References to “Hygo” refer to our former affiliate Hygo Energy Transition Ltd and to any one or more of its subsidiaries. References to “Avenir” refer to our affiliate Avenir LNG Limited (Norwegian OTC: AVENIR) and to any one or more of its subsidiaries. References to “NFE” refer to New Fortress Energy Inc. (Nasdaq: NFE). References to “CoolCo” refer to Cool Company Ltd (Euronext Growth: COOL) and to any one or more of its subsidiaries. Unless otherwise indicated, all references to “USD” and “$” in this report are to U.S. dollars. You should read the following discussion and analysis together with the unaudited consolidated financial statements and related notes included elsewhere in this report. For additional information relating to our operating and financial review and prospects, including definitions of certain terms used herein, please see our annual report on Form 20-F for the year ended December 31, 2021, which was filed with the Commission on April 28, 2022.
Overview
We design, build, own and operate marine infrastructure for the liquefaction and regasification of LNG. Following the disposal of our investments in former affiliates, Golar Partners and Hygo in April 2021, our recent disposal of our LNG carrier fleet and our shipping and FSRU management business to CoolCo (the “CoolCo Disposal”) and the sale of Golar Tundra (the “TundraCo Disposal”), both discussed in detail in note 11 to our unaudited consolidated financial statements included herein, we are now focused on pursuing and increasing our portfolio of FLNG projects.
Recent and Other Developments
In addition to the other information set forth in this Report on Form 6-K, please see “Item 5 - Operating and Financial Review and Prospects - Significant Developments in Early 2022” of our 2021 Annual Report on Form 20-F.
Since June 30, 2022, certain recent and other developments that have occurred are as follows:
Hilli 2023+ expansion option exercise
In July 2022, Perenco Cameroon S.A. (“Perenco”) and Société Nationale des Hydrocarbures (“SNH”), (together the “Customer”), exercised an option for additional capacity pursuant to Amendment 3 to the Liquefaction Tolling Agreement ("LTA"). The Customer exercised its option to increase the contracted capacity of Hilli by 0.2 million tons of LNG per year from January 2023 through the end of the LTA in July 2026, maintaining annual production volume in the period equivalent to 1.4 million tons of contracted volume for 2022. Starting in January 2023, the total annual LNG production of Hilli will increase to 1.4 million tons per year from its originally contracted base capacity of 1.2 million tons per year. The tolling fee for the 2023+ incremental capacity is linked to European gas prices at the Dutch Title Transfer Facility (“TTF”).
In August 2022, we entered into swap arrangements to hedge part of our TTF price exposure for the 2023 and 2024 incremental 0.2 million tons per annum at a fixed price of $49.50 and $51.20, respectively, per Metric Million British Thermal Unit (“MMBtu”).
Tundra development agreement
In August 2022, we entered into a development agreement with Snam for the provision of engineering, design, procurement, modification, installation and commissioning services of the Golar Tundra, which Snam acquired from us in May 2022.
2022 Annual General Meeting
In August 2022, we held our annual general meeting to re-elect all our directors, re-appoint Ernst & Young LLP as our auditors and approve the remuneration of our directors for the year ended December 31, 2022.
Operating and Financial Review
See note 4 “Segment Information” of the unaudited consolidated financial statements included herein for additional information on our segments.
A reconciliation of consolidated net income to Adjusted EBITDA is as follows:
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| Six months ended June 30, | | |
(in thousands of $) | 2022 | 2021 | Change | % Change |
Net income | 696,552 | | 570,439 | | 126,113 | | 22 | % |
Income taxes | 184 | | 274 | | (90) | | (33) | % |
Income before income taxes | 696,736 | | 570,713 | | 126,023 | | 22 | % |
Depreciation and amortization | 26,880 | | 27,734 | | (854) | | (3) | % |
Impairment of long-lived assets | 76,155 | | — | | 76,155 | | 100 | % |
Unrealized gain on oil and gas derivative instruments | (349,607) | | (81,190) | | (268,417) | | 331 | % |
Realized and unrealized (gains)/losses on our investment in listed equity securities | (295,048) | | 86,664 | | (381,712) | | (440) | % |
Other non-operating (income)/losses | (10,023) | | 71,431 | | (81,454) | | (114) | % |
Interest income | (954) | | (57) | | (897) | | 1574 | % |
Interest expense | 11,435 | | 16,568 | | (5,133) | | (31) | % |
Gains on derivative instruments | (47,877) | | (16,482) | | (31,395) | | 190 | % |
Other financial items, net | 3,607 | | (586) | | 4,193 | | (716) | % |
Net income from equity method investments (1) | (3,009) | | (157) | | (2,852) | | 1817 | % |
Net loss/(income) from discontinued operations | 82,352 | | (594,439) | | 676,791 | | (114) | % |
Adjusted EBITDA(2) | 190,647 | | 80,199 | | 110,448 | | 138 | % |
(1) Please refer to the individual reportable segments below for discussions on net losses from equity method investments.
(2) Adjusted EBITDA is a non-GAAP financial measure and is calculated by excluding tax, depreciation and amortization, impairment, the impact of unrealized movements on embedded derivatives and our investment in listed equity securities, financing costs and discontinued operations from net income. Adjusted EBITDA increases the comparability of our performance from period to period and against the performance of other companies without regard to our financing methods or capital structure.
The following details our consolidated results for the six months ended June 30, 2022 and 2021:
Depreciation and amortization: Depreciation and amortization decreased by $0.9 million to $26.9 million for the six months ended June 30, 2022, compared to $27.7 million for the same period in 2021. This is principally due to a decrease of $0.6 million in depreciation and amortization related to the Golar Arctic for the six months ended June 30, 2022, compared to the same period in 2021, as a result of a $76.2 million impairment charge recognized in May 2022.
Impairment of long-lived assets: The impairment charge of $76.2 million is associated with our LNG carrier, the Golar Arctic. In May 2022, we entered into agreements with Snam for the future sale of the Golar Arctic following its conversion into an FSRU. Although the sale is not expected to close until 2025, the transaction triggered an immediate impairment test. As the carrying value of the vessel exceeds the price that a market participant would pay for the vessel at the measurement date, an impairment charge was recognized. The fair value was based on average broker valuations as of the measurement date and represents the exit price in the principal LNG carrier sales market. There was no comparable impairment charge recognized for the same period in 2021.
Unrealized gain on oil and gas derivative instruments: The unrealized gain on our oil and gas derivative instruments increased by $268.4 million to a gain of $349.6 million for the six months ended June 30, 2022, compared to a gain of $81.2 million for the same period in 2021. This increase was primarily due to:
•Unrealized gain on the oil derivative instrument: Reflects the mark-to-market movements related to the changes in the fair value of the Hilli oil derivative instrument which we estimated using discounted cash flows of the additional payments due to us as a result of Brent crude oil prices moving above a contractual oil price floor over the remaining term of the LTA. The unrealized gain on Hilli oil derivative instrument increased by $88.1 million to a gain of $169.3 million for the six months ended June 30, 2022, compared to a gain of $81.2 million for the same period in 2021, due to increases in the future Brent crude oil price curves over the LTA's remaining term.
•Unrealized gain on the gas derivative instrument: Reflects the mark-to-market movements related to the changes in the fair value of the Hilli gas derivative instrument which is determined using the estimated discounted future cash flows of the additional payments due to us linked to the Dutch Title Transfer Facility (“TTF”) gas prices and forecast Euro/USD exchange rates over the incremental capacity until the end of the contract in July 2026. The Customer exercised the 2023+ expansion option in July 2022, pursuant to Amendment 3 to the LTA, as discussed under "Recent and Other Developments", resulted to the recognition of an unrealized mark-to-market gain of $194.6 million for the six months ended June 30, 2022. There was no comparable gain recognized for the same period in 2021.
•Unrealized mark-to-market adjustment for commodity swap derivatives: As of June 30, 2022, we were party to commodity swaps to hedge our exposure to the TTF linked earnings (100% attributable to Golar) which resulted in an unrealized loss of $14.3 million for the six months ended June 30, 2022. There was no comparable loss recognized for the same period in 2021.
Realized and unrealized (gains)/losses on our investment in listed equity securities: The listed equity securities refers to the NFE common stock (“NFE Shares”) received in April 2021 as consideration for the disposal of our former equity method investment in Hygo. Realized and unrealized (gains)/losses on our investment in listed equity securities increased by $381.7 million to a gain of $295.0 million for the six months ended June 30, 2022, compared to a loss of $86.7 million for the same period in 2021. The increase was primarily due to increase in the share price of NFE Shares at June 30, 2022, compared to the same period in 2021.
Other non-operating income/(losses): Other non-operating income of $10.0 million for the six months ended June 30, 2022 comprised the following:
•$6.9 million decrease in the liability recognized in relation to the settlement of legacy UK tax leases with the UK tax authorities in April 2022 due to GBP/USD exchange rates movements; and
•$3.1 million of dividend receipts from NFE in relation to our NFE Shares.
Interest income: Interest income increased by $0.9 million to $1.0 million for the six months ended June 30, 2022, compared to an income of $0.1 million for the same period in 2021. The increase was primarily due to an increase in the returns on our fixed deposits that had been made during the six months ended June 30, 2022.
Interest expense: Interest expense decreased by $5.1 million to $11.4 million for the six months ended June 30, 2022 compared to $16.6 million for the same period in 2021. This decrease was primarily due to:
•$12.7 million decrease in interest expense relating to our $402.5 million aggregate principal amount of the 2.75% convertible senior unsecured notes (“2017 Convertible Bonds”), which we redeemed in full on February 15, 2022, compared to a full period of interest expense for the same period in 2021;
•$2.6 million decrease in interest expense relating to the revolving credit facility following the repayment in November 2021; and
•$2.3 million increase in capitalized interest expense on our borrowing cost in relation to our qualifying investment in our asset under development, the Gimi.
This was partially offset by:
•$10.5 million increase in interest expense relating to our $300.0 million senior unsecured bonds (“Norwegian Bonds”) which closed in October 2021;
•$1.2 million increase in interest expense relating to a $131.0 million drawdown in February 2022 under our $200.0 million revolving facility entered into in November 2021 (the “Corporate RCF”) which was subsequently repaid in May 2022; and
•$1.3 million accelerated amortization of the deferred financing cost on the Corporate RCF due to the repayment of the facility in May 2022.
Gains on derivative instruments: Gains on derivative instruments increased by $31.4 million due to a gain of $47.9 million for the six months ended June 30, 2022 compared to a gain of $16.5 million for the same period in 2021. The movement was primarily due to:
•Mark-to-market adjustments for interest rate swaps: As of June 30, 2022, we have an interest rate swap portfolio with a notional amount of $550.0 million compared to $480.0 million for the same period in 2021, none of which are designated as hedges for accounting purposes. Net unrealized gains on these interest rate swaps were $49.6 million for the six months ended June 30, 2022 compared to an unrealized gain of $16.8 million for the same period in 2021. The unrealized gains were due to the increase in the long-term swap rates and by an increase in the notional value of our swap portfolio, partially offset by fair value adjustments reflecting our creditworthiness and that of our counterparties for the six months ended June 30, 2022.
•Realized (losses)/gains on interest rate swaps: Realized losses on our interest rate swaps increased by $1.1 million to a loss of $1.7 million for the six months ended June 30, 2022, compared to a loss of $0.6 million for the same period in 2021, due to higher LIBOR rates for the six months ended June 30, 2022.
Other financial items, net: Loss on other financial items, net increased by $4.2 million to a loss of $3.6 million for the six months ended June 30, 2022, compared to a gain of $0.6 million for the same period in 2021. This was principally due to a $4.9 million write-off of deferred financing fees and expenses in relation to an undrawn corporate bilateral facility, the availability of which expired in June 2022, partially offset by $1.6 million gain of favorable foreign exchange movements.
Net income from equity method investments: Income from equity method investments represents our share of earnings from our equity accounted investments in Egyptian Company for Gas Services S.A.E (“ECGS”), Avenir and CoolCo. Net income from our equity method investments increased by $2.9 million to an income of $3.0 million for the six months ended June 30, 2022, compared to an income of $0.2 million for the same period in 2021. The increase was principally due to our $5.4 million share in net earnings of CoolCo, partially offset by an increase of $2.3 million in our share in net losses of Avenir for the six months ended June 30, 2022.
Net (loss)/income from discontinued operations: Net loss from discontinued operations for the six months ended June 30, 2022 of $82.4 million resulted from the CoolCo Disposal and the TundraCo Disposal. The CoolCo Disposal resulted in the recognition of (i) a $218.3 million impairment charge; (ii) a $10.1 million loss on disposal; and (iii) $23.4 million of net income from its discontinued operations for the six months ended June 30, 2022. The disposal of the Golar Tundra resulted in the recognition of a $123.3 million gain on disposal and a $0.7 million net loss from its discontinued operations for the six months ended June 30, 2022.
The net income from discontinued operations of $594.4 million for the six months ended June 30, 2021, comprised of a $575.1 million gain on the disposal of Hygo and Golar Partners to NFE and a $19.3 million net loss from discontinued operations for the six months ended June 30, 2021.
See note 11, “Assets and Liabilities Held-for-Sale and Discontinued Operations” of our unaudited condensed financial statements attached herein, for further details of the disposal.
The following details the operating results and Adjusted EBITDA for our reportable segments for the six month periods ended June 30, 2022 and 2021.
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| Six months ended June 30, |
| 2022 | 2021 |
(in thousands of $) | Shipping | FLNG | Corporate and other | Total | Shipping | FLNG | Corporate and other | Total |
Total operating revenues | 3,235 | | 123,421 | | 13,509 | | 140,165 | | 5,690 | | 110,134 | | 15,281 | | 131,105 | |
Vessel operating expenses | (3,819) | | (29,153) | | (3,228) | | (36,200) | | (3,371) | | (26,045) | | (5,181) | | (34,597) | |
Voyage, charterhire and commission expenses | (1,109) | | (300) | | (50) | | (1,459) | | (107) | | (300) | | (41) | | (448) | |
Administrative expenses | 69 | | (29) | | (20,103) | | (20,063) | | (17) | | (328) | | (17,693) | | (18,038) | |
Project development expenses | — | | (5,002) | | 1,450 | | (3,552) | | — | | (16) | | (782) | | (798) | |
Realized gains on oil and gas derivative instruments, net (note 7) | — | | 97,650 | | — | | 97,650 | | — | | 2,975 | | — | | 2,975 | |
Other operating income | — | | 14,106 | | — | | 14,106 | | — | | — | | — | | — | |
Adjusted EBITDA | (1,624) | | 200,693 | | (8,422) | | 190,647 | | 2,195 | | 86,420 | | (8,416) | | 80,199 | |
Shipping segment
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| Six months ended June 30, | | |
(in thousands of $) | 2022 | 2021 | Change | % Change |
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Total operating revenues | 3,235 | | 5,690 | | (2,455) | | (43 | %) |
Vessel operating expenses | (3,819) | | (3,371) | | (448) | | 13 | % |
Voyage, charterhire and commission expenses | (1,109) | | (107) | | (1,002) | | 936 | % |
Administrative expenses | 69 | | (17) | | 86 | | (506 | %) |
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Adjusted EBITDA | (1,624) | | 2,195 | | (3,819) | | (174 | %) |
Total operating revenues: Total operating revenues decreased by $2.5 million to $3.2 million for the six months ended June 30, 2022 compared to $5.7 million for the same period in 2021. This was principally due to lower utilization of the Golar Arctic with 97% utilization and 92 commercial waiting days in 2022, compared to 100% utilization and no commercial waiting days for the same period in 2021.
Voyage, charterhire and commission expenses: Voyage, charterhire and commission expenses comprised of charterhire expenses, fuel costs associated with commercial waiting time, vessel positioning costs and net expenses related to Cool Pool, an LNG carrier pooling arrangement (the “Cool Pool”). While a vessel is on-hire, fuel costs are typically paid by the charterer, whereas during periods of commercial waiting time, fuel costs are paid by us. The increase of $1.0 million in voyage, charterhire and commission expenses to $1.1 million for the six months ended June 30, 2022 compared to $0.1 million for the same period in 2021, was mainly due to $1.0 million in bunker consumption expenses of the Golar Arctic following her redelivery from the previous charterer in March 2022. There was no comparable cost incurred for the same period in 2021.
FLNG segment
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| Six months ended June 30, | | |
(in thousands of $) | 2022 | 2021 | Change | % Change |
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Total operating revenues | 123,421 | | 110,134 | | 13,287 | | 12 | % |
Realized gains on oil and gas derivative instrument, net (note 7) | 97,650 | | 2,975 | | 94,675 | | 3,182 | % |
Vessel operating expenses | (29,153) | | (26,045) | | (3,108) | | 12 | % |
Voyage, charter-hire and commission expenses | (300) | | (300) | | — | | — | % |
Administrative expenses | (29) | | (328) | | 299 | | (91 | %) |
Project development expenses | (5,002) | | (16) | | (4,986) | | 31,163 | % |
Other operating income | 14,106 | | — | | 14,106 | | 100 | % |
Adjusted EBITDA | 200,693 | | 86,420 | | 114,273 | | 132 | % |
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Other Financial Data: | | | | |
Liquefaction services revenue (note 5) | 123,421 | | 110,134 | | 13,287 | | 12 | % |
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Amortization of deferred commissioning period revenue, amortization of Day 1 gain, overproduction revenue1 and Other (note 5) | (18,670) | | (7,884) | | (10,786) | | 137 | % |
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Realized gains on oil and gas derivative instruments, net (note 7) | 97,650 | | 2,975 | | 94,675 | | 3,182 | % |
FLNG tariff, net 2 | 202,401 | | 105,225 | | 97,176 | | 92 | % |
(1) Overproduction revenue in note 5, Revenue, is revenue accrued for any production in excess of Hilli's contracted based capacity.
(2) FLNG tariff, net is a non-GAAP financial measure and is calculated by taking the liquefaction services revenue adjusting for amortization of deferred commissioning period revenue, amortization of Day 1 gain, accrued overproduction revenue, other non-cash adjustments and adding the realized gains on oil and gas derivative instruments, net. FLNG tariff, net reflects the cash earnings of Hilli in a given period which consists of the base tolling fees, Brent crude oil linked fees, TTF-linked fees and billed overproduction revenue invoiced to the Customer. FLNG tariff, net increases the comparability of our FLNG performance from period to period and against the performance of other FLNGs.
Total operating revenues: Total operating revenues increased by $13.3 million to $123.4 million for the six months ended June 30, 2022, compared to $110.1 million for the same period in 2021, primarily due to:
•$11.5 million quarterly amortization of the deferred Day 1 gain established when the gas derivative was initially recognized in July 2021. There was no comparable revenue recognized for the same period in 2021;
•$2.5 million in relation to the increased contracted capacity to 1.4 million tons of LNG in 2022 compared to 1.2 million tons base capacity per year for the six months ended June 30, 2022, as a result of the increased contracted capacity exercised by the Customer pursuant to Amendment 3 to the LTA in July 2021. There was no comparable revenue recognized for the same period in 2021; and
•a partial offset of a $0.7 million decrease in accrued revenue in relation to overproduction of the contracted liquefaction tonnage of 1.4 million tons for the six months ended June 30, 2022.
Realized gains on oil and gas derivative instruments, net: Realized gains on the oil and gas derivative instruments increased by $94.7 million to $97.7 million for the six months ended June 30, 2022 compared to $3.0 million for the same period in 2021, primarily due to:
•$55.7 million realized gains on the gas derivative instrument based on the movement of forecasted TTF gas prices and Euro/USD foreign exchange movements over the remainder of 2022. The realized gains on gas derivative instruments relates to the 0.2 million tons increased contracted capacity option exercised pursuant to Amendment 3 to the LTA in July 2021. There were no comparable gains for the same period in 2021;
•$47.1 million increase in realized gains on the oil derivative instrument based on a three-month look-back at the average Brent crude oil prices above the base tolling fee under the LTA. The increase is primarily due to an increase in the Brent crude oil prices; and
•a partial offset of $8.1 million realized loss (100% attributable to Golar) on the hedged component of the TTF linked earnings. There was no comparable loss for the same period in 2021.
FLNG Tariff, net: FLNG Tariff, net increased by $97.2 million to $202.4 million for the six months ended June 30, 2022, compared to $105.2 million for the same period in 2021. This is primarily due to the increase in the three-month look-back average Brent crude oil prices and the commencement of the 0.2 million tons increased contracted capacity option, exercised pursuant to Amendment 3 to the LTA in July 2021, for the six months ended June 30, 2022, compared to the same period in 2021.
Vessel operating expenses: Vessel operating expenses increased by $3.1 million to $29.2 million for the six months ended June 30, 2022, compared to $26.0 million for the same period in 2021, mainly due to:
•$1.7 million increase in crew taxes for the six months ended June 30, 2022 given the 2021 costs were suppressed by the reversal of crew taxes accruals following the finalization of the 2021 local tax return; and
•$1.4 million increase in repair costs due to planned maintenance work for the six months ended June 30, 2022.
Project development expenses: Project development expenses comprised of non-capitalized project-related expenses such as legal, professional and consultancy costs. The expenses for the six months ended June 30, 2022 relate to the FLNG front-end engineering design study for Mark III and other projects in the early exploratory stages. There was no comparable cost for the same period in 2021.
Other operating income: Other operating income increased to $14.1 million for the six months ended June 30, 2022, compared to $nil for the same period in 2021, mainly due to $13.8 million accrued revenue in relation to overproduction of the contracted liquefaction tonnage of 1.4 million tons and 1.2 million tons for the years, 2022 and 2021, respectively under the LTA. The accrued overproduction revenue is linked to the TTF gas prices and the Euro/USD foreign exchange movements. There was no comparable income for the same period in 2021.
Corporate and other segment
| | | | | | | | | | | | | | |
| Six months ended June 30, | | |
(in thousands of $, except average daily TCE) (1) | 2022 | 2021 | Change | % Change |
| | | | |
Total operating revenues | 13,509 | | 15,281 | | (1,772) | | (12 | %) |
Vessel operating expenses | (3,228) | | (5,181) | | 1,953 | | (38 | %) |
Voyage, charterhire and commission expenses | (50) | | (41) | | (9) | | 22 | % |
Administrative expenses | (20,103) | | (17,693) | | (2,410) | | 14 | % |
Project development expenses | 1,450 | | (782) | | 2,232 | | (285 | %) |
Adjusted EBITDA | (8,422) | | (8,416) | | (6) | | — | % |
Total operating revenues: Total operating revenues decreased by $1.8 million to $13.5 million for the six months ended June 30, 2022 compared to $15.3 million for the same period in 2021. This was principally due to a:
•$2.7 million decrease in vessel management fees as a result of lower administrative service fees charged to our former equity method affiliates Golar Partners and Hygo; and
•a partial offset of $1.3 million as a result of increased management fees for transitional and corporate administrative services and ship management fees charged to our affiliate, CoolCo. There was no comparable revenue for the same period in 2021.
Vessel operating expenses: Vessel operating expenses decreased by $2.0 million to $3.2 million for the six months ended June 30, 2022 compared to $5.2 million for the same period in 2021, primarily due to a $1.9 million decrease in costs associated with the Operation and Maintenance Agreement that we entered into with LNG Hrvastska d.o.o. (the “O&M Agreement”) related to the FSRU LNG Croatia.
Administrative expenses: Administrative expenses increased by $2.4 million to $20.1 million for the six months ended June 30, 2022 compared to $17.7 million for the same period in 2021, mainly due to an increase in travel expenses and corporate cost following the easing of COVID-19 travel restrictions in 2022.
Project development expenses: Project development expenses increased by $2.2 million to $1.5 million for the six months ended June 30, 2022 compared an income of $0.8 million for the same period in 2021, mainly due to consultancy fees for FLNG and other projects.
Liquidity and Capital Resources
Our short-term liquidity requirements are primarily for the servicing of our debt, working capital, potential investments in affiliates, FSRU conversion project and FLNG growth projects related commitments due within the next 12 months.
As of June 30, 2022, we had cash and cash equivalents (including restricted cash and short-term deposits) of $620.3 million, of which $91.5 million is restricted cash. Included within restricted cash is $60.8 million in respect of the issuance of a letter of credit by a financial institution to the Customer of FLNG Hilli and $11.3 million in respect of the O&M Agreement, with the balance mainly relating to the cash belonging to lessor variable interest entities (“VIEs”) that we are required to consolidate under U.S. GAAP. Refer to note 13 “Restricted Cash and Short-term Deposits” of our unaudited consolidated financial statements included herein for additional details.
Since June 30, 2022, transactions impacting our cash flows include:
Receipts of:
•$2.5 million of proceeds in relation to working capital adjustments from the sale of Golar Tundra in July 2022;
•$7.4 million proceeds in relation to the Golar Tundra Development Agreement between Golar and Snam, in August 2022; and
•$10.1 million proceeds from First FLNG Holdings' subscription of equity interest in Gimi MS Corporation (“Gimi MS”).
Payments of:
•$48.5 million of collateral payments in relation to our TTF margin exposure under our commodity swap arrangements;
•$10.7 million of scheduled loan and interest repayments;
•$0.9 million of scheduled payments in relation to settlement of our commodity swap arrangements; and
•$19.7 million of additions to the asset under development, the Gimi.
Borrowing activities
During the six months ended June 30, 2022, we:
•drew down $131.0 million from the $200.0 million available under the Corporate RCF and subsequently repaid the outstanding balance in May 2022. The Corporate RCF remains available for future drawdowns until November 2024;
•repaid the $182.0 million Golar Tundra facility concurrent with the sale of the Golar Tundra to Snam in May 2022; and
•allowed the expiration of the undrawn $250 million corporate bilateral facility with Sequoia Investment Management on June 30, 2022.
Security, Debt and Lease Restrictions
Certain of our financing agreements are collateralized by vessel mortgages and, in the case of some debt, pledges of shares by each guarantor subsidiary. The existing financing agreements impose operating and financing restrictions which may significantly limit or prohibit, among other things, our ability to incur additional indebtedness, create liens, sell capital shares of subsidiaries, make certain investments, engage in mergers and acquisitions, purchase and sell vessels, enter into time or consecutive voyage charters or pay dividends without the consent of the relevant lenders. In addition, lenders may accelerate the maturity of indebtedness under existing financing agreements and foreclose upon the collateral securing the indebtedness upon the occurrence of certain events of default, including a failure to comply with any of these existing covenants contained in the financing agreements. Many of our debt agreements contain certain covenants which require compliance with certain financial ratios. Such ratios include maintaining a positive working capital ratio, a tangible net worth covenant and minimum free cash restrictions. With regards to cash restrictions, we have agreed to retain at least $50.0 million of cash and cash equivalents on a consolidated group basis at each balance sheet date. In addition, as of June 30, 2022, there are cross default provisions in certain of our and Hygo's loan and lease agreements which were subsequently released on August 15, 2022.
Cash Flow
| | | | | | | | | | | | | | |
| Six months ended June 30, | | |
(in thousands of $) | 2022 | 2021 | Change | % Change |
Net cash provided by continuing operating activities | 58,050 | 39,407 | 18,643 | 47% |
Net cash (used in)/provided by discontinued operating activities | (67,257) | 71,240 | (138,497) | (194%) |
Net cash provided by/(used in) continuing investing activities | 90,218 | (164,205) | 254,423 | (155%) |
Net cash provided by discontinued investing activities | 566,803 | 121,138 | 445,665 | 368% |
Net cash (used in)/provided by continuing financing activities | (290,044) | 20,206 | (310,250) | (1535%) |
Net cash used in discontinued financing activities | (158,280) | (40,120) | (118,160) | 295% |
Net increase/(decrease) in cash within assets held for sale | 82,490 | (6,158) | 88,648 | (1440%) |
Net increase in cash, cash equivalents, restricted cash and cash within assets held for sale | 281,980 | 41,508 | 240,472 | 579% |
Cash, cash equivalents and restricted cash at beginning of period | 338,284 | 226,124 | 112,160 | 50% |
Cash, cash equivalents and restricted cash at end of period | 620,264 | 267,632 | 352,632 | 132% |
Operating activities
Net cash provided by continuing operating activities increased by $18.6 million to $58.1 million for the six months ended June 30, 2022, compared to $39.4 million for the same period in 2021, mainly due to an increase in revenue from continuing operations for the six months ended June 30, 2022, compared to the same period in 2021.
Net cash provided by discontinued operating activities decreased by $138.5 million to net cash used in discontinued operating activities of $67.3 million for the six months ended June 30, 2022, compared to the same period in 2021, mainly due to:
•$70.9 million decrease in cash, cash equivalents and restricted cash within assets held for sale following the disposal and subsequent deconsolidation of our lessor VIEs to CoolCo and the Golar Tundra to Snam, during the six months ended June 30, 2022;
•$1.6 million drydocking expenditure paid for the six months ended June 30, 2021 due to scheduled drydocks. No comparable expenditure was incurred for the same period in 2022; and
•general timing of working capital during the period, compared to the same period in 2021.
Investing activities
Net cash provided by continuing investing activities of $90.2 million for the six months ended June 30, 2022 is comprised of:
•$253.0 million proceeds from the sale of 6.2 million NFE Shares;
•$11.3 million proceeds from Keppel Capital's 30% subscription of additional equity interest in Gimi MS; and
•the receipt of $3.7 million of dividends from our NFE Shares. There were no comparable dividend receipts in the same period in 2021.
This was partially offset by:
•$175.2 million of additions to assets under development relating to payments made in respect of the conversion of the Gimi; and
•$2.4 million of equity contribution to our investment in Aqualung Carbon Capture in May 2022.
Net cash used in continuing investing activities of $164.2 million for the six months ended June 30, 2021 is comprised of:
•$168.4 million of additions to assets under development relating to payments made in respect of the conversion of the Gimi;
•$8.6 million additional equity contribution to our equity method investment in Avenir; and
•a partial offset of the $12.8 million proceeds from Keppel's 30% subscription of its additional equity interest in Gimi MS.
Net cash provided by discontinued investing activities of $566.8 million for the six months ended June 30, 2022 is comprised of:
•$348.7 million net proceeds from the sale of Golar Tundra to Snam in May 2022; and
•$218.1 million net proceeds from disposals of our eight LNG carriers and management companies to CoolCo.
Net cash provided by discontinued investing activities of $121.1 million for the six months ended June 30, 2021 is comprised of:
•$121.6 million net proceeds from disposals of our former equity method investments, Golar Partners and Hygo;
•$0.5 million dividends received from Golar Partners; and
•a partial offset by $1.0 million of additions to vessels and equipment.
Financing activities
Net cash used in continuing financing activities of $290.0 million for the six months ended June 30, 2022 arose principally due to:
•$315.6 million redemption of the outstanding face value of the 2017 Convertible Bonds on February 2022;
•$131.0 million repayment of our Corporate RCF in May 2022;
•$55.9 million of scheduled debt repayments which includes $50.6 million of repayments made by our continuing lessor VIE;
•$25.3 million dividend payment in relation to Golar Hilli LLC (“Hilli LLC”);
•$11.1 million payment to repurchase our own shares under our share repurchase program; and
•$7.1 million financing costs paid predominantly in relation to the Gimi facility and the $250 million undrawn corporate bilateral facility, the availability of which expired in June 2022.
This was partially offset by debt proceeds of:
•$131.0 million draw down from our Corporate RCF in February 2022; and
•$125.0 million collectively representing the seventh and eighth draw downs from the $700 million Gimi facility.
Net cash provided by continuing financing activities of $20.2 million for the six months ended June 30, 2021, arose primarily from:
•$110.0 million collectively representing the fifth and sixth draw downs from the $700 million Gimi facility; and
•$1.5 million debt drawdown by our lessor VIE's.
This was partially offset by:
•$53.4 million of scheduled debt repayments which includes $49.7 million of repayments made by our continuing lessor VIEs;
•$17.8 million payment to repurchase our own shares under our share repurchase program;
•$16.7 million dividend payment in relation to Hilli LLC; and
•$3.4 million financing cost paid predominately in relation to the Gimi facility.
Net cash used in discontinued financing activities was $158.3 million for the six months ended June 30, 2022 and arose primarily due to:
•$155.5 million prepayment of the principal balance of the Golar Tundra facility in May 2022; and
•$2.5 million of scheduled debt repayments.
Net cash used in discontinued financing activities was $40.1 million for the six months ended June 30, 2021 and arose primarily due to:
•$49.6 million of scheduled debt repayments which includes $44.2 million of repayments made by our lessor VIEs; and
•a partial offset by $9.9 million debt drawdown by our lessor VIE's.
GOLAR LNG LIMITED
INDEX TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
PAGE
| | | | | | | | | | | | | | |
Unaudited Consolidated Statements of Operations for the six months ended June 30, 2022 and 2021 | |
| |
Unaudited Consolidated Statements of Comprehensive Income/(Loss) for the six months ended June 30, 2022 and 2021 | |
| |
Unaudited Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 | |
| |
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 | |
| |
Unaudited Consolidated Statements of Changes in Equity for the six months ended June 30, 2022 and 2021 | |
| |
Condensed Notes to the Unaudited Consolidated Financial Statements | |
GOLAR LNG LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS | | | | | | | | | | | |
(in thousands of $, except per share data) | | Six months ended June 30, |
Notes | 2022 | 2021 |
Time and voyage charter revenues | 10 | 3,235 | | 5,690 | |
Liquefaction services revenue | 5 | 123,421 | | 110,134 | |
Vessel and other management fees | 5, 21 | 13,509 | | 15,281 | |
Total operating revenues | 4 | 140,165 | | 131,105 | |
| | | |
Vessel operating expenses | 4 | (36,200) | | (34,597) | |
Voyage, charterhire and commission expenses | 4, 21 | (1,459) | | (448) | |
Administrative expenses | 4 | (20,063) | | (18,038) | |
Project development expenses | 4 | (3,552) | | (798) | |
Depreciation and amortization | | (26,880) | | (27,734) | |
Impairment of long-lived assets | 4 | (76,155) | | — | |
Total operating expenses | | (164,309) | | (81,615) | |
| | | |
Realized and unrealized gain on oil and gas derivative instruments | 4, 7 | 447,257 | | 84,165 | |
Other operating income | 4 | 14,106 | | — | |
Total other operating income | | 461,363 | | 84,165 | |
| | | |
Operating income | | 437,219 | | 133,655 | |
| | | |
Realized and unrealized gains/(losses) on our investment in listed equity securities | | 295,048 | | (86,664) | |
Other non-operating income/(losses) | | 10,023 | | (71,431) | |
Total other non-operating income/(losses) | 8 | 305,071 | | (158,095) | |
| | | |
Interest income | | 954 | | 57 | |
Interest expense | | (11,435) | | (16,568) | |
Gains on derivative instruments, net | 9 | 47,877 | | 16,482 | |
Other financial items, net | 9, 21 | (3,607) | | 586 | |
Net financial income | | 33,789 | | 557 | |
| | | |
Income before taxes and net income/(losses) from equity method investments | | 776,079 | | (23,883) | |
Income taxes | | (184) | | (274) | |
Net income from equity method investments | 16 | 3,009 | | 157 | |
Net income/(loss) from continuing operations | | 778,904 | | (24,000) | |
| | | |
Net (loss)/income from discontinued operations | 11 | (82,352) | | 594,439 | |
| | | |
Net income | | 696,552 | | 570,439 | |
| | | |
Net income attributable to non-controlling interests - continuing operations | | (113,132) | | (54,999) | |
Net income attributable to non-controlling interests - discontinued operations | | (8,206) | | (18,643) | |
Total net income attributable to non-controlling interests | | (121,338) | | (73,642) | |
| | | |
Net income attributable to stockholders of Golar LNG Limited | | 575,214 | | 496,797 | |
| | | |
Basic earnings/(loss) per share from continuing operations ($) | 6 | 6.16 | | (0.72) | |
Dilutive earnings/(loss) per share from continuing operations ($) | 6 | 6.13 | | (0.72) | |
Basic and dilutive (loss)/earnings per share from discontinued operations ($) | 6 | (0.84) | | 5.23 | |
| | | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
GOLAR LNG LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | | | | | | | | | | | |
(in thousands of $) | | Six months ended June 30, |
Notes | 2022 | 2021 |
| | | |
Net income | | 696,552 | | 570,439 | |
| | | |
Other comprehensive income: | | | |
Gain associated with pensions, net of tax | | 88 | | 112 | |
Share of affiliate's comprehensive losses from discontinued operations (1) | | — | | (3,147) | |
Realized accumulated comprehensive income on disposal of investment in affiliate | | — | | 43,380 | |
Net other comprehensive income | | 88 | | 40,345 | |
| | | |
Comprehensive income | | 696,640 | | 610,784 | |
| | | |
Comprehensive income attributable to: | | | |
| | | |
Stockholders of Golar LNG Limited | | 575,302 | | 537,142 | |
Non-controlling interests - continuing operations | | 113,132 | | 54,999 | |
Non-controlling interests - discontinued operations | | 8,206 | | 18,643 | |
Comprehensive income | | 696,640 | | 610,784 | |
(1) No tax impact for the six months ended June 30, 2022 and 2021.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
GOLAR LNG LIMITED
UNAUDITED CONSOLIDATED BALANCE SHEETS | | | | | | | | | | | |
| | 2022 | 2021 |
(in thousands of $) | Notes | June 30, | December 31, |
ASSETS | | | |
Current assets | | | |
Cash and cash equivalents | | 528,798 | | 232,211 | |
Restricted cash and short-term deposits | 13 | 18,238 | | 34,025 | |
Trade accounts receivable | | 54,380 | | 28,912 | |
Inventories | | 2,230 | | 536 | |
Amounts due from related parties | 21 | 6,676 | | 3,484 | |
Assets held for sale | 11 | 2,669 | | 82,630 | |
Other current assets | 14 | 512,403 | | 543,799 | |
Total current assets | | 1,125,394 | | 925,597 | |
| | | |
Non-current assets | | | |
Restricted cash | 13 | 73,228 | | 72,048 | |
Equity method investments | 16 | 184,693 | | 52,215 | |
Asset under development | 15 | 1,067,580 | | 877,838 | |
Vessels and equipment, net | | 1,161,717 | | 1,264,523 | |
Assets held for sale | 11 | — | | 1,614,409 | |
Other non-current assets | 17 | 610,163 | | 141,665 | |
Total assets | | 4,222,775 | | 4,948,295 | |
| | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
Current liabilities | | | |
Current portion of long-term debt and short-term debt | 18 | (366,791) | | (703,170) | |
Liabilities held for sale | 11 | (1,455) | | (429,609) | |
Trade accounts payable | | (18,959) | | (4,936) | |
Accrued expenses | | (25,969) | | (33,023) | |
Other current liabilities | 19 | (35,155) | | (136,483) | |
Total current liabilities | | (448,329) | | (1,307,221) | |
| | | |
Non-current liabilities | | | |
Long-term debt | 18 | (1,015,486) | | (920,130) | |
Liabilities held for sale | 11 | — | | (449,868) | |
Other non-current liabilities | | (92,187) | | (93,159) | |
Total liabilities | | (1,556,002) | | (2,770,378) | |
| | | |
Stockholders' equity | | | |
Stockholders' equity | | (2,294,909) | | (1,730,650) | |
Non-controlling interests | | (371,864) | | (447,267) | |
| | | |
Total liabilities and stockholders' equity | | (4,222,775) | | (4,948,295) | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
GOLAR LNG LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF CASHFLOWS | | | | | | | | | | | |
| | Six months ended June 30, |
(in thousands of $) | Notes | 2022 | 2021 |
OPERATING ACTIVITIES | | | |
Net income | | 696,552 | | 570,439 | |
Add: Net (income)/loss from discontinued operations | | 82,352 | | (594,439) | |
Net income/(loss) from continuing operations | | 778,904 | | (24,000) | |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | | | |
Depreciation and amortization | | 26,880 | | 27,735 | |
Amortization of deferred charges and debt guarantees, net | | 1,658 | | 712 | |
Impairment of long-lived assets | 4 | 76,155 | | — | |
Net (income)/loss from equity method investments | 16 | (3,009) | | (157) | |
Compensation cost related to employee stock awards | | 1,466 | | 1,507 | |
Net foreign exchange losses/(gains) | | 102 | | 496 | |
Change in fair value of investment in listed equity securities | 8 | (295,048) | | 86,664 | |
Change in fair value of derivative instruments | 9 | (49,582) | | (16,803) | |
Change in fair value of oil and gas derivative instruments | 7 | (365,893) | | (83,585) | |
Changes in assets and liabilities: | | | |
Trade accounts receivable | | (24,476) | | 757 | |
Inventories | | (1,694) | | 25 | |
Other current and non-current assets | | 3,429 | | 7,071 | |
Amounts due from/to related companies | | (2,385) | | (9,159) | |
Trade accounts payable | | 3,539 | | (5,551) | |
Accrued expenses | | (8,818) | | (11,780) | |
Other current and non-current liabilities | | (83,178) | | 65,475 | |
Net cash provided by continuing operating activities | | 58,050 | | 39,407 | |
| | | |
Net income/(loss) from discontinued operations | 11 | (82,352) | | 594,439 | |
Dry-docking expenditure | | — | | (1,591) | |
Deconsolidation of lessor VIEs | | (59,085) | | — | |
Depreciation and amortization | | 8,699 | | 25,264 | |
Amortization of deferred charges | | 3,932 | | 599 | |
Net loss from equity method investments | 11 | — | | 6,891 | |
(Gain)/loss on disposal and impairment of long-lived assets | 11 | 105,201 | | (575,056) | |
Compensation cost related to employee stock awards | | 239 | | 374 | |
Net foreign exchange losses | | 560 | | 131 | |
Changes in assets and liabilities: | | | |
Trade accounts receivable | | 836 | | 3,589 | |
Inventories | | — | | 313 | |
Other current and non-current assets | | (5,407) | | 1,084 | |
Amounts due from related companies | | (804) | | — | |
Trade accounts payable | | (7,258) | | 2,816 | |
Accrued expenses | | (6,923) | | 7,502 | |
Other current and non-current liabilities | | (24,895) | | 4,885 | |
Net cash (used in)/provided by discontinued operating activities | | (67,257) | | 71,240 | |
| | | | | | | | | | | |
| | Six months ended June 30, |
(in thousands of $) | Notes | 2022 | 2021 |
INVESTING ACTIVITIES | | | |
Additions to assets under development | | (175,230) | | (168,392) | |
Additions to equity method investments | | — | | (8,625) | |
Additions to other investments | | (2,447) | | — | |
Proceeds from subscription of equity interest in Gimi MS | 12 | 11,270 | | 12,812 | |
Proceeds from sale of listed equity securities | | 252,960 | | — | |
Dividends received from listed equity securities | | 3,665 | | — | |
Net cash provided by/(used in) continuing investing activities | | 90,218 | | (164,205) | |
| | | |
Dividends received | | — | | 460 | |
Additions to vessels and equipment | | — | | (925) | |
Net proceeds from disposals of equity method investments | | — | | 121,603 | |
Net proceeds from disposals of long-lived assets | 11 | 566,803 | | — | |
Net cash provided by discontinued investing activities | | 566,803 | | 121,138 | |
| | | |
FINANCING ACTIVITIES | | | |
Proceeds from short-term and long-term debt | | 256,000 | | 111,513 | |
Repayments of short-term and long-term debt | | (502,549) | | (53,351) | |
Cash dividends paid | | (25,305) | | (16,702) | |
Financing costs paid | | (7,127) | | (3,426) | |
Purchase of treasury shares | | (11,063) | | (17,828) | |
Net cash (used in)/provided by continuing financing activities | | (290,044) | | 20,206 | |
| | | |
Proceeds from short-term and long-term debt | | — | | 9,850 | |
Repayments of short-term and long-term debt | | (158,000) | | (49,620) | |
Financing costs paid | | (280) | | (350) | |
Net cash used in discontinued financing activities | | (158,280) | | (40,120) | |
| | | |
Cash, cash equivalents and restricted cash within assets held for sale at the beginning of period | 11 | 141,631 | | 128,768 | |
Cash, cash equivalents and restricted cash within assets held for sale at end of period | 11 | (59,141) | | (134,926) | |
Net increase/(decrease) in cash within assets held for sale | | 82,490 | | (6,158) | |
| | | |
Net increase in cash, cash equivalents, restricted cash and cash within assets held for sale | | 281,980 | | 41,508 | |
Cash, cash equivalents and restricted cash at beginning of period | | 338,284 | | 226,124 | |
Cash, cash equivalents and restricted cash at end of period | | 620,264 | | 267,632 | |
Supplemental note to the unaudited consolidated statements of cash flows
The following table identifies the balance sheet line-items included in cash, cash equivalents and restricted cash presented in the unaudited consolidated statements of cash flows: | | | | | | | | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 | June 30, 2021 | December 31, 2020 |
Cash and cash equivalents | 528,798 | | 232,211 | | 174,438 | | 86,564 | |
Restricted cash and short-term deposits | 18,238 | | 34,025 | | 21,146 | | 77,540 | |
Restricted cash (non-current portion) | 73,228 | | 72,048 | | 72,048 | | 62,020 | |
| 620,264 | | 338,284 | | 267,632 | | 226,124 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
GOLAR LNG LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands of $) | Share Capital | Treasury Shares | Additional Paid-in Capital | Contributed Surplus (1) | Accumulated Other Comprehensive Loss (2) | Accumulated Retained Losses | Total before Non- Controlling Interest | Non-Controlling Interest | Total Equity |
Balance at December 31, 2020 (audited) | 109,944 | | — | | 1,969,602 | | 200,000 | | (56,073) | | (930,950) | | 1,292,523 | | 338,124 | | 1,630,647 | |
| | | | | | | | | |
Net income | — | | — | | — | | — | | — | | 496,797 | | 496,797 | | 73,642 | | 570,439 | |
Dividends | — | | — | | — | | — | | — | | — | | — | | (20,702) | | (20,702) | |
Employee stock compensation | — | | — | | 2,017 | | — | | — | | — | | 2,017 | | — | | 2,017 | |
Forfeiture of employee stock compensation | — | | — | | (135) | | — | | — | | — | | (135) | | — | | (135) | |
Restricted stock units | 264 | | — | | (264) | | — | | — | | — | | — | | — | | — | |
Repurchase of treasury shares | — | | (20,495) | | — | | — | | — | | — | | (20,495) | | — | | (20,495) | |
Proceeds from subscription of equity interest in Gimi MS Corporation (note 12) | — | | — | | — | | — | | — | | — | | — | | 12,812 | | 12,812 | |
Realized accumulated comprehensive losses on disposal of investment in affiliate | — | | — | | — | | — | | 43,380 | | — | | 43,380 | | — | | 43,380 | |
Other comprehensive loss | — | | — | | — | | — | | (3,035) | | — | | (3,035) | | — | | (3,035) | |
| | | | | | | | | |
Balance at June 30, 2021 | 110,208 | | (20,495) | | 1,971,220 | | 200,000 | | (15,728) | | (434,153) | | 1,811,052 | | 403,876 | | 2,214,928 | |
| | | | | | | | | |
(in thousands of $) | Share Capital | Treasury Shares | Additional Paid-in Capital | Contributed Surplus (1) | Accumulated Other Comprehensive Loss (2) | Accumulated Retained (Losses)/Earnings | Total before Non- Controlling Interests | Non-Controlling Interests | Total Equity |
Balance at December 31, 2021 | 108,223 | | — | | 1,972,859 | | 200,000 | | (10,834) | | (539,598) | | 1,730,650 | | 447,267 | | 2,177,917 | |
Opening adjustment (note 3) | — | | — | | (39,861) | | — | | — | | 38,175 | | (1,686) | | — | | (1,686) | |
Adjusted balance at January 1, 2022 | 108,223 | | — | | 1,932,998 | | 200,000 | | (10,834) | | (501,423) | | 1,728,964 | | 447,267 | | 2,176,231 | |
| | | | | | | | | |
Net income | — | | — | | — | | — | | — | | 575,214 | | 575,214 | | 121,338 | | 696,552 | |
Dividends | — | | — | | — | | — | | — | | — | | — | | (25,305) | | (25,305) | |
Employee stock compensation | — | | — | | 1,816 | | — | | — | | — | | 1,816 | | — | | 1,816 | |
Forfeiture of employee stock compensation | — | | — | | (111) | | — | | — | | — | | (111) | | — | | (111) | |
Restricted stock units | 187 | | — | | (187) | | — | | — | | — | | — | | — | | — | |
Repurchase and cancellation of treasury shares | (569) | | — | | — | | — | | — | | (10,493) | | (11,062) | | — | | (11,062) | |
Proceeds from subscription of equity interest in Gimi MS Corporation (note 12) | — | | — | | — | | — | | — | | — | | — | | 11,270 | | 11,270 | |
Deconsolidation of lessor VIEs | — | | — | | — | | — | | — | | — | | — | | (182,706) | | (182,706) | |
Other comprehensive loss | — | | — | | — | | — | | 88 | | — | | 88 | | | 88 | |
| | | | | | | | | |
Balance at June 30, 2022 | 107,841 | | — | | 1,934,516 | | 200,000 | | (10,746) | | 63,298 | | 2,294,909 | | 371,864 | | 2,666,773 | |
(1) Contributed Surplus is 'capital' that can be returned to shareholders without the need to reduce share capital, thereby giving us greater flexibility when it comes to declaring dividends.
(2) As at June 30, 2022, and 2021, our other comprehensive loss consisted of a gain of $0.1 million and $0.1 million of pension and post-retirement benefit plan adjustments and $nil and $3.1 million loss of our share of affiliates comprehensive loss from discontinued operations, respectively.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
GOLAR LNG LIMITED
CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
Golar LNG Limited (the “Company”, “Golar”) was incorporated in Hamilton, Bermuda on May 10, 2001 for the purpose of acquiring the liquefied natural gas (“LNG") shipping interests of Osprey Maritime Limited, which was owned by World Shipholding Limited.
We design, build, own, and operate marine infrastructure for the liquefaction and regasification of LNG. We also operate vessels on behalf of third parties. As of June 30, 2022, our fleet was comprised of two LNG carrier (contracted for conversion to a Floating Storage Regasification Unit (“FSRU”) and subsequent sale, and one vessel earmarked for conversion to a FLNG) and two Floating Liquefaction Natural Gas vessels (“FLNGs”) (including one vessel under conversion to a FLNG).
We are listed on the Nasdaq under the ticker: “GLNG”.
As used herein and unless otherwise required by the context, the terms “Golar”, the “Company”, “we”, “our” and words of similar import refer to Golar or any one or more of its consolidated subsidiaries, or to all such entities.
2. ACCOUNTING POLICIES
Basis of accounting
These unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). These unaudited consolidated financial statements do not include all of the disclosures required under U.S. GAAP in annual consolidated financial statements, and should be read in conjunction with our audited consolidated annual financial statements for the year ended December 31, 2021, which are included in our annual report on Form 20-F for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission on April 28, 2022 (the “2021 Annual Report”).
As further discussed in note 11, “Assets and Liabilities Held-for-Sale and Discontinued Operations”, during the first and second quarter of 2022, we (i) disposed of substantially all of our fleet of LNG carriers and our shipping and management business to the Cool Company Ltd. (“CoolCo”), (the “CoolCo Disposal”) and (ii) sold all of the shares of our subsidiary, Golar NB13 Corporation, including FSRU Golar Tundra, to Asset Company 11 S.R.L (part of Italy's SNAM group, or “Snam”) (the “TundraCo Disposal”).
The CoolCo Disposal met the criteria to be classified as held-for-sale and reported as discontinued operations on various dates during the six months ended June 30, 2022, and the TundraCo Disposal met the criteria to be classified as held-for-sale and reported as discontinued operations on May 30, 2022. The related assets, liabilities and operating results of the CoolCo Disposal and the TundraCo Disposal are presented as discontinued operations for all periods presented herein.
Significant accounting policies
The accounting policies adopted in the preparation of these unaudited consolidated financial statements for the six months ended June 30, 2022 are consistent with those followed in the preparation of our 2021 Annual Report, except for those disclosed in note 3 that did not have any material impact on the interim information for the six months ended June 30, 2022.
Use of estimates
The preparation of financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of material contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
In assessing the recoverability of our vessels’ carrying amounts, we make assumptions regarding estimated future cash flows, estimates in respect of residual value, charter rates, ship operating expenses and drydocking requirements.
In relation to the oil derivative instruments (note 20), the fair value was determined using the estimated discounted cash flows of the additional payments due to us as a result of oil prices moving above a contractual oil price floor over the term of the Hilli's Liquefaction Tolling Agreement (“LTA”). The fair value of the gas derivative was determined using the estimated discounted cash flows of the additional payments due to us as a result of forecasted natural gas prices and forecasted Euro/USD exchange rates. Significant inputs used in the valuation of the oil and gas derivative instruments include management’s estimate of the likelihood the Customer would exercise the option to increase the capacity of Hilli by 0.2 million tons of LNG per year from January 2023 through the end of the LTA in July 2026, an appropriate discount rate and the length of time necessary to blend the long-term and short-term oil and gas prices obtained from quoted prices in active markets. The changes in fair value of our oil and gas derivative instruments are recognized in each period within “Realized and unrealized gains on oil and gas derivative instruments” as part of the unaudited consolidated statement of operations (note 7).
During the period ended June 30, 2022, as a result of the worldwide outbreak of the coronavirus (“COVID-19”) and its impact on our operations, we considered whether indicators of impairment existed that could indicate that the carrying amounts of the vessels may not be recoverable as of June 30, 2022 and concluded that, with the exception of the impairment discussed in note 4 and 11, no such events or changes in circumstances had occurred to warrant a change in the assumptions utilized in the December 31, 2021 impairment tests of our vessels. We will continue to monitor developments in the markets in which we operate for indications that the carrying value of our vessels are not recoverable.
3. RECENTLY ISSUED ACCOUNTING STANDARDS
Adoption of new accounting standards
In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021 the FASB issued ASU 2021-01 Reference Rate Reform (Topic 848): Scope. These amendments provide temporary optional expedients and exception for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. We currently do not believe the use of optional expedients in ASU 2020-04 and ASU 2021-01 will have a significant impact on our consolidated financial statements, however we will continue to evaluate this until December 31, 2022.
In August 2020, the FASB issued ASU 2020-06 Debt – Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Topic 815). The amendments simplify the issuer’s accounting for convertible instruments and its application of the equity classification guidance. The new guidance eliminates some of the existing models for assessing convertible instruments, which results in more instruments being recognized as a single unit of account on the balance sheet and expands disclosure requirements. The new guidance simplifies the assessment of contracts in an entity’s own equity and existing EPS guidance in ASC 260. We adopted this with effect from January 1, 2022. We adjusted the additional paid in capital as of January 1, 2022 in our unaudited consolidated statement of changes in equity as included herein.
In May 2021, the FASB issued ASU 2021-04 Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40). We adopted this with effect from January 1, 2022. The adoption of ASU 2021-04 had no impact on our consolidated financial statements.
In July 2021, the FASB issued ASU 2021-05 Leases (Topic 842) – Lessors – Certain Leases with Variable Lease Payments. We adopted this with effect from January 1, 2022. The adoption of ASU 2021-05 has no impact on our consolidated financial statements.
Accounting pronouncements that have been issued but not yet adopted
The following table provides a brief description of recent accounting standards that have been issued but not yet adopted:
| | | | | | | | | | | |
Standard | Description | Date of Adoption | Effect on our Consolidated Financial Statements or Other Significant Matters |
ASU 2021-08 Business Combinations (Topic 805) - Accounting for contract assets and contract liabilities from contracts with customers | Requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree (rather than having such amounts recognized by the acquirer at fair value in acquisition accounting, as has been historical practice).
| January 1, 2023 | No impact currently expected as a result of the adoption of this ASU. |
ASU 2022-03 Fair Value Measurement (Topic 820) - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions | This amendment is intended to reduce diversity in practice in the measurement of the fair value of equity securities subject to contractual sale restrictions. For entities that have investments in equity securities that are subject to contractual sale restrictions, the contractual restriction on the sale is not considered part of the unit of account of the equity security, is not considered when measuring fair value and additional disclosures are required. This amendment is required to be applied prospectively from date of adoption; early adoption is permitted.
| January 1, 2024 | No impact currently expected as a result of the adoption of this ASU. |
4. SEGMENT INFORMATION
We provide and operate three distinct reportable segments as follows:
•Shipping – This segment is based on the business activities of the transportation of LNG carriers. We operate and subsequently charter out LNG carriers on fixed terms to customers.
•FLNG – This segment is based on the business activities of FLNG vessels or projects. We convert LNG carriers into FLNG vessels, or build new FLNG vessels and subsequently charter them out to customers. We currently have one operational FLNG, the Hilli, one undergoing conversion into a FLNG, the Gimi (note 15).
•Corporate and other – This segment is based on the business activities of vessel management and administrative services and our corporate overhead costs.
A reconciliation of net income to Adjusted EBITDA is as follows:
| | | | | | | | |
| Six months ended June 30, |
(in thousands of $) | 2022 | 2021 |
Net income | 696,552 | | 570,439 | |
Income taxes | 184 | | 274 | |
Income before income taxes | 696,736 | | 570,713 | |
Depreciation and amortization | 26,880 | | 27,734 | |
Impairment of long-term assets (1) | 76,155 | | — | |
Unrealized gain on oil and gas derivative instruments (note 7) | (349,607) | | (81,190) | |
Realized and unrealized (gains)/losses on our investment in listed equity securities (note 8) | (295,048) | | 86,664 | |
Other non-operating (income)/losses (note 8) | (10,023) | | 71,431 | |
Interest income | (954) | | (57) | |
Interest expense | 11,435 | | 16,568 | |
Gains on derivative instruments (note 9) | (47,877) | | (16,482) | |
Other financial items, net (note 9) | 3,607 | | (586) | |
Net income from equity method investments (note 16) | (3,009) | | (157) | |
Net loss/(income) from discontinued operations (note 11) | 82,352 | | (594,439) | |
Adjusted EBITDA | 190,647 | | 80,199 | |
(1) In May 2022, we entered into a sale and purchase agreement (the “Arctic SPA”) with SNAM RETE GAS S.p.A (part of “Snam”), pursuant to which, upon receipt of a notice to proceed, we will convert LNG carrier Golar Arctic to a FSRU, deliver, install and connect her to Snam's mooring, and following completion of commissioning activities and provisional acceptance, we will sell her to Snam. Entry into the Arctic SPA changes the expected recovery of Golar Arctic's carrying amount from continued use in operations over her remaining useful life, to recovery from sale, and was considered an indicator of impairment. The revised future estimated cash flows were less than her carrying amount on June 30, 2022 and an impairment charge of $76.2 million was recognized, reflecting an adjustment to her fair value (based on average broker valuation at date of measurement and represents the exit price in the principal LNG carrier sales market).
| | | | | | | | | | | | | | |
| Six months ended June 30, 2022 |
(in thousands of $) | Shipping | FLNG | Corporate and other (1) | Total results from continuing operations |
Statement of Operations: | | | | |
Total operating revenues | 3,235 | | 123,421 | | 13,509 | | 140,165 | |
Vessel operating expenses | (3,819) | | (29,153) | | (3,228) | | (36,200) | |
Voyage, charterhire and commission expenses | (1,109) | | (300) | | (50) | | (1,459) | |
Administrative expenses | 69 | | (29) | | (20,103) | | (20,063) | |
Project development expenses | — | | (5,002) | | 1,450 | | (3,552) | |
Realized gain on oil and gas derivative instruments, net (note 7) | — | | 97,650 | | — | | 97,650 | |
Other operating income | — | | 14,106 | | — | | 14,106 | |
Adjusted EBITDA | (1,624) | | 200,693 | | (8,422) | | 190,647 | |
| | | | | | | | | | | | | | | | | | | | |
Balance Sheet: | June 30, 2022 |
(in thousands of $) | Shipping | FLNG | Corporate and other (1) | Segment assets from continuing operations | Assets held for sale | Total assets |
Total assets | 48,497 | | 2,884,246 | | 1,287,363 | | 4,220,106 | | 2,669 | | 4,222,775 | |
Equity method investments (note 16) | 134,862 | | — | | 49,831 | | 184,693 | | — | | 184,693 | |
| | | | | | | | | | | | | | |
| Six months ended June 30, 2021 |
(in thousands of $) | Shipping | FLNG | Corporate and other (1) | Total results from continuing operations |
Statement of Operations: | | | | |
Total operating revenues | 5,690 | | 110,134 | | 15,281 | | 131,105 | |
Vessel operating expenses | (3,371) | | (26,045) | | (5,181) | | (34,597) | |
Voyage, charterhire and commission expenses | (107) | | (300) | | (41) | | (448) | |
Administrative expenses | (17) | | (328) | | (17,693) | | (18,038) | |
Project development expenses | — | | (16) | | (782) | | (798) | |
Realized gain on oil and gas derivative instruments, net (note 7) | — | | 2,975 | | — | | 2,975 | |
Adjusted EBITDA | 2,195 | | 86,420 | | (8,416) | | 80,199 | |
| | | | | | | | | | | | | | | | | | | | |
Balance Sheet: | December 31, 2021 |
(in thousands of $) | Shipping | FLNG | Corporate and other (1) | Segment assets from continuing operations | Assets held for sale | Total assets |
Total assets | 128,901 | | 2,314,342 | | 808,013 | | 3,251,256 | | 1,697,039 | | 4,948,295 | |
Equity method investments (note 16) | — | | — | | 52,215 | | 52,215 | | — | | 52,215 | |
(1) Includes inter-segment eliminations arising from vessel and administrative management fees revenue between segments.
5. REVENUE
Contract assets arise when we render services in advance of receiving payment from our customers. Contract liabilities arise when the customer makes payments in advance of receiving the services. Changes in our contract balances during the period are as follows:
| | | | | | | | |
(in thousands of $) | Contract assets (1) | Contract liabilities (2) |
Opening balance on January 1, 2022 | 21,778 | | (18,736) | |
Payments received for services billed in prior period | (21,769) | | — | |
Services provided and billed in current period | 118,883 | | — | |
Payments received for services billed in current period | (99,367) | | — | |
Amortization of deferred commissioning period revenue | — | | 2,043 | |
Closing balance on June 30, 2022 | 19,525 | | (16,693) | |
(1) Relates to management fee revenue and liquefaction services revenue, see a) and b) below.
(2) Relates to liquefaction services revenue, see b) below.
a) Management fee revenue:
The total contract asset balance above includes $0.3 million which is included in balance sheet line item “Amounts due from related parties” as of June 30, 2022.
Refer to note 21 for further details of our management fee revenue and contract terms.
b) Liquefaction services revenue:
| | | | | | | | |
| Six months ended June 30, |
(in thousands of $) | 2022 | 2021 |
Base tolling fee (1) | 102,251 | | 102,250 | |
Amortization of deferred commissioning period revenue billing (2) | 2,043 | | 2,043 | |
Amortization of Day 1 gains (3) (4) | 16,286 | | 4,816 | |
Overproduction revenue (5) | 620 | | 1,304 | |
Incremental base tolling fee (6) | 2,500 | | — | |
Other | (279) | | (279) | |
Total | 123,421 | | 110,134 | |
(1) The LTA bills at a base rate in periods when the oil price is $60 or less per barrel (included in “Liquefaction services revenue” in the unaudited consolidated statements of operations), and at an increased rate when the oil price is greater than $60 per barrel (recognized as a derivative and included in “Realized and unrealized gain/(loss) on oil and gas derivative instruments” in the unaudited consolidated statements of operations, excluded from revenue).
(2) Customer billing during the commissioning period, prior to vessel acceptance and commencement of the contract term, of $33.8 million is considered an upfront payment for services. These amounts billed are deferred (included in “Other current liabilities” and “Other non-current liabilities” in the unaudited consolidated balance sheets) and recognized as part of “Liquefaction services revenue” in the consolidated statements of operations evenly over the contract term.
(3) Day 1 gain which relates to the the Brent crude oil price linked derivative initially recognized in December 2017 for $79.6 million (recognized in “Other current liabilities” and “Other non-current liabilities” in the unaudited consolidated balance sheets). This amount is amortized and recognized as part of “Liquefaction services revenue” in the unaudited consolidated statements of operations evenly over the contract term.
(4) Day 1 gain which relates to the Dutch Title Transfer Facility (“TTF”) gas price derivative initially recognized in July 2021 for $28.3 million (recognized in “Other current liabilities” and “Other non-current liabilities” in the consolidated balance sheets). This amount is amortized and recognized as part of “Liquefaction services revenue” in the unaudited consolidated statements of operations evenly over the contract term.
(5) In February 2021, we entered into Amendment 2 to the LTA with our customer, who agreed to compensate us for production in excess of contracted based capacity.
(6) In July 2021, we entered into Amendment 3 to the LTA with our customer, which included an increase in the utilization of Hilli (“the Hilli Extended Capacity Agreement”). Commencing in January 2022, the annual capacity utilization of Hilli increased by 0.2 million tons of LNG, bringing total utilization in 2022 to 1.4 million tons (“2022 Incremental Capacity”). The tolling fee for the 2022 Incremental Capacity is linked to TTF and the Euro/USD foreign exchange movements (note 7).
6. EARNINGS/(LOSS) PER SHARE
Basic earnings/(loss) per share (“EPS”)/(“LPS”) is calculated with reference to the weighted average number of common shares outstanding during the period.
The components of the numerator for the calculation of basic and diluted EPS/(LPS) are as follows:
| | | | | | | | | | | |
(in thousands of $) | Six months ended June 30, |
| 2022 | 2021 |
Net income/(loss) net of non-controlling interests - continuing operations - basic and diluted | 665,772 | | (78,999) | |
Net (loss)/income net of non-controlling interests - discontinued operations - basic and diluted | (90,558) | | 575,796 | |
The components of the denominator for the calculation of basic EPS/(LPS) are as follows:
| | | | | | | | |
(in thousands of $) | Six months ended June 30, |
| 2022 | 2021 |
Basic: | | |
Weighted average number of common shares outstanding | 108,125 | | 110,093 | |
| | |
Dilutive: | | |
Dilutive impact of share options and RSUs | 407 | | 197 | |
Weighted average number of common shares outstanding | 108,532 | | 110,290 | |
EPS/(LPS) per share are as follows: | | | | | | | | |
| Six months ended June 30, |
| 2022 | 2021 |
Basic EPS/(LPS) from continuing operations | $ | 6.16 | | $ | (0.72) | |
Diluted EPS/(LPS) from continuing operations | $ | 6.13 | | $ | (0.72) | |
Basic and diluted (LPS)//EPS from discontinued operations | $ | (0.84) | | $ | 5.23 | |
7. REALIZED AND UNREALIZED GAIN ON OIL AND GAS DERIVATIVE INSTRUMENTS
The realized and unrealized gain on the oil and gas derivative instruments comprise the following: | | | | | | | | |
| Six months ended June 30, |
| 2022 | 2021 |
Realized gain on Hilli gas derivative instrument | 55,682 | | — | |
Realized gain on Hilli oil derivative instrument | 50,102 | | 2,975 | |
Realized mark-to-market (“MTM”) loss on commodity swap derivatives | (8,134) | | — | |
Realized gain on oil and gas derivative instruments, net | 97,650 | | 2,975 | |
| | |
Unrealized gain on Hilli gas derivative instrument (note 17) | 194,632 | | — | |
Unrealized gain on Hilli oil derivative instrument (note 17) | 169,293 | | 81,190 | |
Unrealized MTM adjustment for commodity swap derivatives | (14,318) | | — | |
Unrealized gain on oil and gas derivative instruments, net | 349,607 | | 81,190 | |
| | |
Realized and unrealized gain on oil and gas derivative instruments (note 20) | 447,257 | | 84,165 | |
The realized gain on oil and gas derivative instruments results from monthly billings above the original Hilli base tolling fee and the exercised incremental capacity increase under the LTA (as amended by Amendment 3 to the LTA) whereas the unrealized gain/(loss) on gas derivative instruments results from movements in forecasted natural gas prices and Euro/USD exchange rates.
8. OTHER NON-OPERATING INCOME
Other non-operating income/(loss) comprise the following: | | | | | | | | |
| Six months ended June 30, |
| 2022 | 2021 |
Realized and unrealized MTM gain/(loss) on our investment in listed equity securities (note 20) | 295,048 | | (86,664) | |
UK tax lease contingent liability (note 22) | 6,918 | | (73,294) | |
Dividend income from our investment in listed equity securities | 3,105 | | 1,863 | |
Other non-operating income/(loss) | 305,071 | | (158,095) | |
9. GAINS ON DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL ITEMS, NET
Gains on derivative instruments, net comprise the following:
| | | | | | | | |
(in thousands of $) | Six months ended June 30, |
| 2022 | 2021 |
Unrealized MTM adjustment for interest rate swaps | 49,582 | | 16,804 | |
Interest expense on undesignated interest rate swaps | (1,705) | | (562) | |
Foreign exchange gain on terminated undesignated foreign exchange swaps | — | | 240 | |
Gains on derivative instruments, net | 47,877 | | 16,482 | |
Other financial items, net comprise the following:
| | | | | | | | |
(in thousands of $) | Six months ended June 30, |
| 2022 | 2021 |
Financing arrangement fees and other costs | (5,964) | | (94) | |
Amortization of debt guarantee | 1,341 | | 1,326 | |
Foreign exchange gain/(loss) on operations | 1,145 | | (496) | |
Others | (129) | | (150) | |
Other financials items, net | (3,607) | | 586 | |
10. OPERATING LEASES
Rental income
The components of operating lease income are as follows:
| | | | | | | | |
(in thousands of $) | Six months ended June 30, |
| 2022 | 2021 |
Operating lease income (1) | 2,408 | | 5,690 | |
Variable lease income (1) (2) | 827 | | — | |
Total operating lease income | 3,235 | | 5,690 | |
(1) Total operating lease income is included in the income statement line-item “Time and voyage charter revenues”.
(2) “Variable lease income” is excluded from lease payments that comprise the minimum contractual future revenues from non-cancellable operating leases.
11. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS
11.1 The CoolCo Disposal
On January 26, 2022, we entered into a share purchase agreement and related agreements with CoolCo, as amended on February 25, 2022 (the “Vessel SPA”), pursuant to which CoolCo acquired all of the outstanding shares of nine of our wholly-owned subsidiaries. Eight of these entities, Golar Hull M2021 Corp., Golar Hull M2022 Corp., Golar Hull M2027 Corp., Golar LNG NB12 Corporation, Golar LNG NB10 Corporation, Golar Hull M2047 Corp., Golar Hull M2048 Corp., and Golar LNG NB11 Corporation are each the registered or disponent owner of the following modern LNG carriers: Golar Seal, Golar Crystal, Golar Bear, Golar Frost, Golar Glacier, Golar Snow, Golar Ice and Golar Kelvin. The Cool Pool Limited is the entity responsible for the marketing of these LNG carriers. The purchase price agreed for each LNG carrier recognized as an asset in the respective subsidiaries was stated as $145.0 million, subject to working capital and debt adjustments arising from the residual balances of each wholly owned subsidiary as of the respective completion date of each subsidiary disposal.
On January 26, 2022, we also entered into the Transitional Services Agreement (the “CoolCo TSA”) with CoolCo, pursuant to which we agreed to provide corporate administrative services to CoolCo for a fixed daily fee for a one year term; a loan agreement, pursuant to which we made a $25.0 million revolving credit facility available to CoolCo for a 24 month term for CoolCo to fund its working capital requirements; and an agreement in principle with CoolCo that, following the conclusion of an internal restructuring of our management business, CoolCo will acquire the management entities that are responsible for the commercial and technical vessel management of the LNG carriers acquired by CoolCo and the LNG carriers and FSRU that Golar has been managing for third parties (the “ManCo Agreement”, or our shipping and FSRU management business).
On January 27, 2022, CoolCo raised $275.0 million of proceeds, $150.0 million of which was subscribed by EPS Ventures LTD (“EPS”) and $125.0 million in exchange for shares in CoolCo in the Norwegian markets, following which EPS, which is wholly owned by Quantum Pacific Shipping Ltd (“QPSL”), became the largest CoolCo shareholder with the acquisition of 15,000,000 shares. In February 2022, CoolCo's shares commenced trading on the Euronext Growth Oslo with the ticker “COOL”. On February 17, 2022, CoolCo entered into a new term loan facility of up to $570.0 million, to refinance outstanding vessel debt that it had acquired, except for the sale and leaseback financing in relation to the Golar Ice and the Golar Kelvin, which CoolCo assumed.
Each subsidiary disposal was closed with phased completion dates corresponding with the date that the respective subsidiary debt was either refinanced (for six of the subsidiaries disposed of) or assumed by CoolCo (for two of the subsidiaries disposed of, for which lender consent was obtained for the change of control of the existing lease financing arrangements) and customary conditions precedent were met. The disposals closed in stages from March 3, 2022 to April 5, 2022, the date on which the Vessel SPA in its entirety was considered completed. Following completion of the Vessel SPA on April 5, 2022, EPS owned a 37.5% interest in CoolCo, we owned a 31.3% interest in CoolCo, and the remaining 31.3% was held by the public. GLNG agreed to remain as the guarantor of the payment obligations of two of the disposed subsidiaries' debt relating to LNG carriers, Golar Ice and Golar Kelvin, in exchange for a guarantee fee of 0.5% on the outstanding principal balances.
Following closing of the Vessel SPA, we continued to provide commercial and technical management to CoolCo for the eight LNG carriers it acquired pursuant to management agreements entered into contemporaneously with the Vessel SPA.
On June 30, 2022, once we had we had completed an internal reorganization, we entered into a share purchase agreement and related agreements (“ManCo SPA”) with CoolCo for its purchase of our shipping and FSRU management business, as was contemplated in the ManCo Agreement. We also entered into an Administrative Services Agreement, which replaced the CoolCo TSA (the “CoolCo ASA”), for the provision of the following services from July 1, 2022 to June 30, 2023: IT services, accounting services, treasury services, finance operations services, and any additional services reasonably required by CoolCo.
As of June 30, 2022, following completion of the CoolCo Disposal, we owned a 31.3% interest in CoolCo. We consider that we have a significant influence over CoolCo and therefore, we account for our investment in CoolCo using the equity method of accounting. As of June 30, 2022, EPS's ownership in CoolCo increased to 40.0% and the remaining 28.7% was held by the public.
The disposals to CoolCo are considered a disposal group and the associated assets and liabilities of the disposal group were classified as held-for-sale and qualified as a discontinued operation on March 1, 2022. Consequently, we retrospectively reclassified the results of the disposal group and separately presented as “Net income/(loss) from discontinued operations”. Each of the subsidiaries were de-recognized on the respective dates of each disposal with a corresponding recognition of a (loss)/gain on disposal.
The discontinued operations were previously included in two of our three segments, “Shipping” (containing the business activities of the LNG carriers and The Cool Pool Limited), and “Corporate and Other” (containing our shipping and FSRU management business).
Our continuing involvement with the discontinued operations of the disposal group includes:
•our equity method investment in CoolCo (note 16);
•the financial guarantees we provide to CoolCo with respect to the debt assumed by CoolCo related to the Golar Kelvin and Golar Ice, in place until the earlier of the repayment of the vessel debt by CoolCo or until release by the lessors (note 21);
•$25.0 million revolving credit facility committed per the loan agreement to be made available until January 2024 (note 21);
•CoolCo's management of our LNG carrier Golar Arctic and FSRU Golar Tundra, which we are chartering in for a short period of time (further disclosed in note in 11.2 – The TundraCo Disposal below);
•our agreements with CoolCo that sub-contract our contractual vessel management obligations for the LNG Croatia pursuant to our Operation and Maintenance Agreement with LNG Hrvastska d.o.o. (the “O&M Agreement”) and for New Fortress Energy Inc.'s (“NFE's”) fleet of vessels (further disclosed in note in 11.3 Disposal of Golar Partners and Hygo below); and
•our provision of IT services, accounting services, treasury services, finance operation services, and any additional services reasonably acquired pursuant to the CoolCo ASA.
For the six months ended June 30, 2022, we:
•earned ship management and administrative services fees amounting to $2.4 million;
•earned debt guarantee fees amounting to $0.3 million. As of June 30, 2022, we guaranteed $226.9 million of CoolCo's lease obligations;
•earned commitment fees on the undrawn revolving credit facility amounting to $0.1 million; and
•incurred net pooling expenses relating to the CoolCo's vessels participation in the Cool Pool amounted to $2.0 million.
The following table contains the line-items of the CoolCo Disposal discontinued operations:
| | | | | | | | |
| Six months ended June 30, |
(in thousands of $) | 2022 | 2021 |
Time and voyage charter revenues | 37,289 | | 83,274 | |
Vessel and other management fees | 1,432 | | — | |
Vessel operating expenses | (8,466) | | (23,500) | |
Voyage, charterhire and commission expenses | (1,229) | | (3,215) | |
Administrative expenses | 1,757 | | (380) | |
Project development expenses | (62) | | (124) | |
Depreciation and amortization | (5,745) | | (21,718) | |
Impairment of long-lived assets (1) | (218,349) | | — | |
Other operating income | 4,374 | | 2,770 | |
Operating (loss)/income | (188,999) | | 37,107 | |
| | |
Other non-operating losses | — | | (31) | |
Interest income | 4 | | 4 | |
Interest expense | (4,725) | | (11,205) | |
Other financial items, net | (787) | | (171) | |
Income taxes | (385) | | (139) | |
(Loss)/income from discontinued operations | (194,892) | | 25,565 | |
| | |
Loss on disposal of discontinued operations (2) | (10,060) | | — | |
Net (loss)/income from discontinued operations | (204,952) | | 25,565 | |
(1) Impairment of long-live assets relates to the impairment expense of vessels recognized in accordance with ASC 360 Property, plant and equipment, following their classification as held-for-sale.
(2) Loss on disposal of discontinued operations comprised of carrying values of the assets and liabilities disposed of $355.4 million, partially offset by the proceeds received of $218.2 million cash consideration and $127.1 million of equity consideration which consisted of CoolCo shares.
The following table contains the financial statement line-items forming the assets and liabilities classified as held for sale:
| | | | | |
(in thousands of $) | December 31, 2021 |
ASSETS | |
Current assets | |
Cash and cash equivalents | 33,811 | |
Restricted cash and short-term deposits | 43,311 | |
Trade accounts receivable | 767 | |
Other current assets | 1,913 | |
Total current assets held for sale | 79,802 | |
Non-current assets | |
Restricted cash | 780 | |
Vessels and equipment, net | 1,383,656 | |
Other non-current assets | 478 | |
Total non-current assets held for sale | 1,384,914 | |
| |
Total assets held for sale | 1,464,716 | |
| |
LIABILITIES | |
Current liabilities | |
Current portion of long-term debt and short-term debt | (338,501) | |
Trade accounts payables | (7,265) | |
Accrued expenses | (59,094) | |
Other current liabilities | (11,572) | |
Total current liabilities held for sale | (416,432) | |
| |
Non-current liabilities | |
Long-term debt | (292,322) | |
Other non-current liabilities | (11,778) | |
Total non-current liabilities held for sale | (304,100) | |
| |
Total liabilities held for sale | (720,532) | |
We retain an investment accounted for under the equity method in discontinued operations. Prior to the CoolCo Disposal we held a 100% interest CoolCo and the thirteen subsidiaries disposed of. As of June 30, 2022, we held a 31.3% interest in CoolCo and no interest in the thirteen subsidiaries disposed (note 16).
The table below summarizes the financial performance of CoolCo on a 100% basis:
| | | | | | | | |
| Six months ended June 30, |
(in thousands of $) | 2022 | 2021 |
Revenue | 100,743 | | 83,274 | |
Adjusted EBITDA | 67,000 | | 58,825 | |
Net income | 40,903 | | 25,565 | |
11.2 The TundraCo Disposal
On May 31, 2022 we entered into a share purchase agreement with Snam pursuant to which it acquired 100% of the share capital of our subsidiary Golar LNG NB 13 Corporation, owner of FSRU Golar Tundra for $352.5 million (which includes a $2.5 million working capital adjustment). The assets and liabilities of the Golar Tundra met the criteria for presentation as held-for-sale and also qualified as a discontinued operation on May 30, 2022. Consequently, we retrospectively reclassified the results of the Golar Tundra and separately presented as “Net income/(loss) from discontinued operations”. The discontinued operations were previously included in the “Shipping” segment.
Our continuing involvement with the discontinued operations of the Golar Tundra includes:
•bareboat agreement to charter the Golar Tundra for 160 days;
•incurred pool expenses from other participants in the pooling arrangement totaling $0.1 million; and
•a development agreement (for the provision of engineering, design, procurement, modification, installation and commissioning services of the Golar Tundra) which was contemplated but not executed as of June 30, 2022.
For the six months ended June 30, 2022, we accrued $0.8 million of bareboat expenses.
The following table contains the line-items of the discontinued operation:
| | | | | | | | |
| Six months ended June 30, |
(in thousands of $) | 2022 | 2021 |
Time and voyage charter revenues | 13,575 | | 15,734 | |
Vessel operating expenses | (2,821) | | (4,030) | |
Voyage, charterhire and commission expenses | (3,681) | | (6,067) | |
Administrative expenses | (1) | | (24) | |
Depreciation and amortization | (2,955) | | (3,546) | |
Operating income | 4,117 | | 2,067 | |
| | |
Interest income | — | | 2 | |
Interest expense | (4,649) | | (1,241) | |
Other financial items, net | (167) | | (118) | |
(Loss)/income from discontinued operations | (699) | | 710 | |
| | |
Gain on disposal of discontinued operations (1) | 123,299 | | — | |
Net income from discontinued operations | 122,600 | | 710 | |
(1) Gain on disposal of discontinued operations comprised of (i) cash proceeds received of $350.0 million, (ii) working capital adjustment of $2.5 million, (iii) a partial offset by our investment in Golar LNG NB 13 Corporation of $229.0 million and (iv) fees incurred in relation to disposal of $0.2 million.
The following table contains the financial statement line-items forming the assets and liabilities classified as held for sale:
| | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
ASSETS | | |
Current assets | | |
Cash and cash equivalents | 36 | | 2,605 | |
Trade accounts receivable | 1 | | 70 | |
Other current assets | 2,632 | | 153 | |
Total current assets held for sale | 2,669 | | 2,828 | |
| | |
Non-current assets | | |
Vessels and equipment, net | — | 229,495 | |
Total non-current assets held for sale | — | | 229,495 | |
| | |
Total assets held for sale | 2,669 | | 232,323 | |
LIABILITIES | | |
| | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
Current liabilities | | |
Current portion of long-term debt and short-term debt | — | (9,911) | |
Trade accounts payables | (210) | | (204) | |
Accrued expenses | (1,245) | | (737) | |
Other current liabilities | — | (2,325) | |
Total current liabilities held for sale | (1,455) | | (13,177) | |
| | |
Non-current liabilities | | |
Long-term debt | — | (145,768) | |
Total non-current liabilities held for sale | — | (145,768) | |
| | |
Total liabilities held for sale | (1,455) | | (158,945) | |
11.3 Disposal of Golar Partners and Hygo
On April 15, 2021, we completed the sale of our investments in Golar LNG Partners (“Golar Partners”) and Hygo Energy Transition Ltd (“Hygo”) to NFE. We received consideration of $876.3 million which comprised of (i) $80.8 million cash for our investment in Golar Partners and (ii) $50.0 million cash and 18.6 million Class A NFE common shares (“NFE Shares”) valued at $745.4 million for our investment in Hygo (the “GMLP Merger” and “Hygo Merger”, respectively).
The net income of equity method investments from discontinued operations for the period ended April 15, 2021 is as follows:
| | | | | |
(in thousands of $) | Period ended April 15, 2021 |
Net income from equity method investments of Golar Partners | 8,116 | |
Net losses from equity method investments of Hygo | (15,008) | |
Loss from discontinued operations | (6,892) | |
Gain on disposal of equity method investments(1) | 575,056 | |
Net income from discontinued operations | 568,164 | |
(1) Gain on disposal of discontinued operations comprised of (i) proceeds received of $876.3 million; (ii) release of our tax indemnity guarantee liability to Golar Partners of $2.1 million; (iii) a partial offset by the carrying values of our investment in affiliates disposed of $257.2 million as of April 15, 2021; (iv) realized accumulated comprehensive losses on disposal of investment in affiliates of $43.4 million; and (v) fees incurred in relation to disposals of $2.6 million.
Golar Partners and Hygo Post-Merger Services Agreements
Upon completion of the GMLP Merger and the Hygo Merger, we entered into certain transition services agreements, corporate services agreements, ship management agreements and omnibus agreements with Golar Partners, Hygo and NFE. These agreements replaced the previous management and administrative services agreements, ship management agreements and guarantees that Golar provided to Golar Partners and Hygo.
For the six months ended June 30, 2022, we:
•earned ship management and administrative services fees amounting to $7.0 million;
•incurred pool income from other participants in the pooling arrangement totaling $0.5 million;
•declared distributions on Golar Hilli LLC (“Hilli LLC”) amounting to $14.9 million with respect to the common units owned by Golar Partners and accounted for $2.1 million of Hilli costs indemnification; and
•earned charter and debt guarantee fees from Golar Partners and Hygo amounting to $1.0 million. As of June 30, 2022, we guaranteed $372.2 million of Hygo's gross long-term debt obligations.
12. VARIABLE INTEREST ENTITIES ("VIEs")
12.1 Lessor VIEs
As of June 30, 2022, we leased one (December 31, 2021: eight) vessel(s) from a VIE as part of sale and leaseback agreements. Our continuing lessor VIE as of June 30, 2022, following the disposals of certain vessels and associated lessor VIEs to CoolCo, is with a China State Shipbuilding Corporation entity (the “CSSC” entity). The CSSC entity is a wholly-owned, newly formed special purpose vehicle (“Lessor SPV”). In this transaction, we sold our vessel and then subsequently leased back the vessel on a bareboat charter for a term of ten years. We have an option to repurchase the vessel at a fixed predetermined amount during its charter period and an obligation to repurchase the vessel at the end of the vessel's lease period. As further discussed in note 11, during the six months ended June 30, 2022, the Vessel SPA resulted in the disposal of eight of our subsidiaries, being the disponent owners of seven vessels (Golar Seal; Golar Crystal, Golar Bear, Golar Glacier, Golar Snow, Golar Ice and Golar Kelvin).
Refer to note 5 to our consolidated financial statements filed with our 2021 Annual Report, for additional details.
A summary of our payment obligations (excluding repurchase options and obligations) under the bareboat charter with the lessor VIE as of June 30, 2022, is shown below:
| | | | | | | | | | | | | | | | | | | | |
(in thousands of $) | 2022 (1) | 2023 | 2024 | 2025 | 2026 | 2027+ |
Hilli (2) | 56,831 | 110,019 | 105,459 | 100,673 | 96,000 | 113,414 |
(1) For the six months ending December 31, 2022.
(2) The payment obligations above include variable rental payments due under the lease based on an assumed LIBOR plus margin.
The assets and liabilities of the lessor VIE that most significantly impact our unaudited consolidated balance sheet as of June 30, 2022 and December 31, 2021, are as follows:
| | | | | | | | | | | |
(in thousands of $) | | June 30, 2022 | December 31, 2021 |
Assets | | | |
Restricted cash and short-term deposits | | 16,735 | | 16,523 | |
| | | |
Liabilities | | | |
Debt: | | | |
Current portion of long-term debt and short-term debt (1) | | (359,572) | | (380,554) | |
Long-term debt (1) | | (186,808) | | (216,313) | |
| | (546,380) | | (596,867) | |
(1) Where applicable, these balances are net of deferred finance charges.
The most significant impact of the lessor VIE's operations on our unaudited consolidated statements of operations, and unaudited consolidated statements of cash flows are as follows:
| | | | | | | | |
(in thousands of $) | Six months ended June 30, |
| 2022 | 2021 |
Continuing operations |
Statement of operations | | |
Interest expense | 2,878 | | 2,752 | |
| | |
Statement of cash flows | | |
Net debt repayments | (50,570) | | (49,704) | |
Net debt receipts | — | | 1,513 | |
| | |
| | |
| | | | | | | | |
(in thousands of $) | Six months ended June 30, |
| 2022 | 2021 |
Discontinued operations |
Statement of operations | | |
Interest expense | 3,814 | | 10,976 | |
| | |
Statement of cash flows | | |
Net debt repayments | — | | (44,149) | |
Net debt receipts | — | | 9,850 | |
Financing costs paid | — | | (350) | |
12.2 Golar Hilli LLC
Following the sale of common units in Golar Hilli LLC (“Hilli LLC”), we have retained sole control over the most significant activities and the greatest exposure to variability in residual returns and expected losses from the Hilli. Accordingly, management has concluded that Hilli LLC is a VIE and that we are the primary beneficiary.
Summarized financial information of Hilli LLC
The assets and liabilities of Hilli LLC(1) that most significantly impact our unaudited consolidated balance sheet are as follows: | | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
Balance sheet | | |
Current assets | 105,809 | | 157,643 | |
Non-current assets | 1,693,094 | | 1,280,217 | |
Current liabilities | (394,467) | | (444,352) | |
Non-current liabilities | (242,814) | | (270,371) | |
(1) As Hilli LLC is the primary beneficiary of the Hilli Lessor VIE (see above) the Hilli LLC balances include the Hilli Lessor VIE.
The most significant impact of Hilli LLC VIE's operations on our unaudited consolidated statements of income, and unaudited consolidated statements of cash flows, are as follows:
| | | | | | | | |
(in thousands of $) | Six months ended June 30, |
| 2022 | 2021 |
Statement of operations | | |
Liquefaction services revenue | 123,421 | | 110,134 | |
Realized and unrealized gain on oil and gas derivative instruments | 447,257 | | 84,165 | |
| | |
Statement of cash flows | | |
Net debt repayments | (50,570) | | (49,704) | |
Net debt receipts | — | | 1,513 | |
Cash dividends paid | (25,305) | | (16,702) | |
12.3 Gimi MS Corporation
Following the closing of the sale of 30% of the common units of Gimi MS Corporation (“Gimi MS”) to First FLNG Holdings in April 2019, we have determined that (i) Gimi MS is a VIE, (ii) we are the primary beneficiary and retain sole control over the most significant activities and the greatest exposure to variability in residual returns and expected losses from the Gimi. Thus, Gimi MS continues to be consolidated into our financial statements.
Summarized financial information of Gimi MS
The assets and liabilities of Gimi MS that most significantly impact our unaudited consolidated balance sheet are as follows: | | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
Balance sheet | | |
Current assets | 235 | | 7,107 | |
Non-current assets | 1,093,723 | | 877,835 | |
Current liabilities | (18,340) | | (18,127) | |
Non-current liabilities | (515,236) | | (389,244) | |
The most significant impact of Gimi MS VIE's operations on our unaudited consolidated statements of cash flows, is as follows: | | | | | | | | |
(in thousands of $) | Six months ended June 30, |
| 2022 | 2021 |
Statement of cash flows | | |
Additions to asset under development | 175,230 | | 168,392 | |
Capitalized financing costs | (2,080) | | (3,259) | |
Net debt receipts | 125,000 | | 110,000 | |
Proceeds from subscription of equity interest | 11,270 | | 12,812 | |
13. RESTRICTED CASH AND SHORT-TERM DEPOSITS
Our restricted cash and short-term deposits balances are as follows:
| | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
Restricted cash in relation to the Hilli (1) | 60,817 | | 60,720 | |
Restricted cash and short-term deposits held by lessor VIEs (note 12) | 16,735 | | 16,523 | |
Restricted cash in relation to the LNG Croatia (2) | 11,344 | | 11,328 | |
Restricted cash related to Hygo performance guarantee (3) | 1,502 | | 1,500 | |
Restricted cash relating to office lease | 1,068 | | 2 | |
Restricted cash in relation to liability on legacy UK tax leases (4) | — | | 16,000 | |
Total restricted cash and short-term deposits | 91,466 | | 106,073 | |
Less: Amounts included in current restricted cash and short-term deposits | (18,238) | | (34,025) | |
Long-term restricted cash | 73,228 | | 72,048 | |
(1) In November 2015, in connection with the issuance of a $400 million letter of credit (“LC”) by a financial institution to the customer of the FLNG Hilli, we recognized an initial cash collateral of $305.0 million to support the Hilli performance guarantee. Under the provisions of the LC, the terms allow for a stepped reduction in the value of the guarantee over time and thus, a concurrent reduction in the cash collateral requirements. In May 2021, once the Hilli reached 3.6 million tonnes of LNG production, the LC was reduced to $100 million and the cash collateral to $60.8 million.
(2) In connection with the O&M Agreement, we are required to maintain a performance guarantee of €9.3 million and $1.3 million, which will remain restricted throughout the 10-year term of the O&M Agreement.
(3) In connection with the disposal of Hygo, we provided a $1.5 million performance guarantee to the senior lenders of Centrais Eléctricas de Sergipe S.A. (“CELSE”) to enable the lenders to waive their requirement for consent in the event of a change of control and extend the technical completion date.
(4) The lessor of our six legacy UK leases had a first priority security interest in relation to the Golar Gandria and second priority interests in relation to the Golar Tundra and Golar Frost with cash collateral of $16.0 million. Upon reaching a settlement in April 2022, this was released (note 22).
14. OTHER CURRENT ASSETS
| | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
Investment in listed equity securities (1) | 491,754 | | 450,225 | |
TTF swap collateral (2) | 13,520 | | 6,940 | |
Prepaid expenses | 4,278 | | 2,745 | |
Gas derivative instrument (note 20) | — | | 79,578 | |
MTM commodity swap valuation (note 20) | — | | 1,753 | |
Other receivables | 2,851 | | 2,558 | |
Other current assets | 512,403 | | 543,799 | |
(1) “Investment in listed equity securities” relates to our 12.4 million NFE Shares (December 31, 2021: 18.6 million NFE Shares). The balance as at December 31, 2021 includes a $0.6 million dividend receivable (June 30, 2022: $nil) which is presented in the income statement line-item “Other non-operating income/(losses)”.
(2) “TTF swap collateral” relates to the cash amount required by the swap counterparty, held at measurement date, which is reactive to the daily fluctuations of the market value of the financial instrument.
15. ASSET UNDER DEVELOPMENT | | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
Opening asset under development balance | 877,838 | | 658,247 | |
Additions | 165,847 | | 178,377 | |
Interest costs capitalized | 23,895 | | 41,214 | |
Closing asset under development balance | 1,067,580 | | 877,838 | |
Gimi conversion
In February 2019, we entered into a lease and operate agreement with BP Mauritania Investments LTD (“BP”) for the employment of a FLNG, the Gimi, after conversion to an FLNG for a term of 20-years (the “LOA”). In April 2019, we completed the sale of 30% of the total issued ordinary share capital of Gimi MS to First FLNG Holdings. In October 2020, we announced that we had confirmed a revised project schedule with BP which extended the target connection date by 11 months to 2023. In June 2022, we agreed to a $50 million incentive payment to Keppel Shipyard Limited (“Keppel Shipyard”) for initiatives to safeguard sail away within first half of 2023. The aggregated conversion cost including financing cost is approximately $1.7 billion of which $700 million is funded by the Gimi facility (note 18).
As of June 30, 2022, the estimated timing of the outstanding payments in connection with the Gimi conversion are as follows: | | | | | |
(in thousands of $) | |
Period ending December 31, | |
2022 (1) | 190,704 | |
2023 | 296,587 | |
2024 | 122,425 | |
| 609,716 | |
(1) For the six months ending December 31, 2022
16. EQUITY METHOD INVESTMENTS
| | | | | | | | |
| Six months ended June 30, |
(in thousands of $) | 2022 | 2021 |
Share of net income of CoolCo | 5,390 | | — | |
Share of net income of ECGS | 156 | | 4 | |
Share of net (losses)/income of Avenir | (2,537) | | 153 | |
Net income from equity method investments | 3,009 | | 157 | |
The carrying amounts of our equity method investments as of June 30, 2022 and December 31, 2021 are as follows:
| | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
CoolCo (note 11) | 134,862 | | — | |
Avenir | 45,376 | | 47,913 | |
ECGS | 4,455 | | 4,302 | |
Equity method investments | 184,693 | | 52,215 | |
17. OTHER NON-CURRENT ASSETS
Other non-current assets comprise the following:
| | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
Oil derivative instrument (note 20) | 296,773 | | 127,480 | |
Gas derivative instrument (note 20) | 268,857 | | — | |
MTM interest rate swaps valuation (note 20) | 32,283 | | — | |
Operating lease right-of-use-assets | 6,537 | | 10,513 | |
Other | 5,713 | | 3,672 | |
Other non-current assets | 610,163 | | 141,665 | |
18. DEBT
As of June 30, 2022 and December 31, 2021, our debt was as follows:
| | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
Gimi facility | (535,000) | | (410,000) | |
Norwegian Bonds | (299,480) | | (299,403) | |
Golar Arctic facility | (25,531) | | (29,178) | |
2017 Convertible Bonds | — | | (315,646) | |
Subtotal (excluding lessor VIE debt) | (860,011) | | (1,054,227) | |
CSSC VIE debt - Hilli facility (1) | (546,710) | | (597,280) | |
Total debt (gross) | (1,406,721) | | (1,651,507) | |
Less: Deferred financing costs | 24,444 | | 28,207 | |
Total debt, net of deferred financing costs | (1,382,277) | | (1,623,300) | |
At June 30, 2022, our debt, net of deferred financing costs, is broken down as follows:
| | | | | | | | | | | |
| Golar debt | VIE debt (1) | Total debt |
(in thousands of $) | | | |
Current portion of long-term debt and short-term debt | (7,219) | | (359,572) | | (366,791) | |
Long-term debt | (828,678) | | (186,808) | | (1,015,486) | |
Total | (835,897) | | (546,380) | | (1,382,277) | |
(1) This amount relates to the lessor VIE (for which legal ownership resides with a financial institution) that we are required to consolidate under U.S. GAAP (see note 12).
2017 Convertible Bonds
In February 2017, we closed a $402.5 million aggregate principal amount of 2.75% convertible senior unsecured notes due 2022 (“2017 Convertible Bonds”). In February 2022, we fully redeemed the outstanding notional value of our 2017 Convertible Bonds, inclusive of interest, amounting to $321.7 million.
Golar Tundra facility
In December 2021, we entered into a secured loan facility for $182.0 million (“the Golar Tundra Facility”). The Golar Tundra facility bears interest at LIBOR plus a margin of 3% and is repayable over a term of five years. In May 2022, concurrent with the sale of the Golar Tundra to Snam, we repaid in full the Golar Tundra Facility, including accrued interests.
Corporate RCF
In November 2021, we executed a $200.0 million revolving facility (the “Corporate RCF”) which has a term of three years. The Corporate RCF bears interest at LIBOR plus a margin of 2.8% and is secured against our NFE Shares (note 14). Under the terms of the facility, we are permitted to release a portion of the pledged NFE Shares in accordance with the prescribed loan to value ratio based on the then-current market value of such NFE Shares. In February 2022, we had drawn $131.0 million of the available funds, which we repaid in May 2022. As of June 30, 2022, the facility remains undrawn and available for use.
19. OTHER CURRENT LIABILITIES
| | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
Day 1 gain deferred revenue - current portion (1) | (12,783) | | (38,242) | |
MTM commodity swap valuation (note 22) | (12,653) | | (88) | |
Deferred operating cost and revenue | (4,220) | | (5,584) | |
Current portion of operating lease liability | (2,699) | | (3,076) | |
Liability for legacy UK tax leases (note 22) | — | | (71,739) | |
MTM interest rate swaps valuation (note 20) | — | | (17,300) | |
Other payables | (2,800) | | (454) | |
Other current liabilities | (35,155) | | (136,483) | |
(1) “Day 1 gain deferred revenue - current portion” comprised of the oil derivative embedded in the LTA of $10.0 million and the gas derivative pursuant to Amendment 3 to the LTA, indexed to the TTF of $2.8 million. Following the Hilli customer's exercise of the 2023+ expansion capacity option pursuant to Amendment 3 to the LTA, $8.6 million of the TTF gas derivative was reclassified to other non current liabilities at June 30, 2022.
20. FINANCIAL INSTRUMENTS
Fair values
We recognize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on reliability of inputs used to determine fair value as follows:
Level 1: Quoted market prices in active markets for identical assets and liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The carrying values and estimated fair values of our financial instruments at June 30, 2022 and December 31, 2021 are as follows: | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | December 31, 2021 |
(in thousands of $) | Fair value hierarchy | Carrying value | Fair value | Carrying value | Fair value |
Non-Derivatives: | | | | | |
Cash and cash equivalents (1) | Level 1 | 528,798 | | 528,798 | | 232,211 | | 232,211 | |
Restricted cash and short-term deposits (2) | Level 1 | 91,466 | | 91,466 | | 106,073 | | 106,073 | |
Trade accounts receivable (3) | Level 1 | 54,380 | | 54,380 | | 28,912 | | 28,912 | |
Investment in listed equity securities (4) | Level 1 | 491,754 | | 491,754 | | 449,666 | | 449,666 | |
Trade accounts payable (3) | Level 1 | (18,959) | | (18,959) | | (4,936) | | (4,936) | |
Assets held for sale (note 11) | Level 2 | 2,669 | | 2,669 | | 1,697,039 | | 1,697,039 | |
Liabilities held for sale (note 11) | Level 2 | (1,455) | | (1,455) | | (879,477) | | (879,477) | |
Current portion of long-term debt and short-term debt (5) (6) (7) | Level 2 | (367,004) | | (367,004) | | (388,005) | | (388,005) | |
Current portion of 2017 Convertible Bonds (6) (8) | Level 2 | — | | — | | (315,646) | | (316,561) | |
Long-term debt (6) (7) | Level 2 | (740,236) | | (740,236) | | (947,855) | | (947,855) | |
Long-term debt - Norwegian Bonds (6) (8) | Level 1 | (299,480) | | (281,517) | | — | | — | |
| | | | | |
Derivatives: | | | | | |
Oil and gas derivative instruments (9) (10) | Level 2 | 565,630 | | 565,630 | | 207,058 | | 207,058 | |
Interest rate swaps asset (9) (11) (12) | Level 2 | 32,283 | | 32,283 | | — | | — | |
Interest rate swaps liability (9) (11) (12) | Level 2 | — | | — | | (17,300) | | (17,300) | |
Commodity swap asset (9) (11) | Level 2 | — | | — | | 1,753 | | 1,753 | |
Commodity swap liability (9) (11) | Level 2 | (12,653) | | (12,653) | | (88) | | (88) | |
(1) The carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value.
(2) The carrying value of restricted cash and short-term deposits is considered to be equal to the estimated fair value because of their near term maturity.
(3) The carrying values of trade accounts receivable and trade accounts payable approximate fair values because of the near term maturity of these instruments.
(4) “Investment in listed equity securities” refers to our NFE Shares (note 14). The fair value was calculated using the NFE closing share price as of June 30, 2022, resulting in a valuation of $491.8 million and a realized and unrealized gain of $295.0 million (June 30, 2021: Realized and unrealized loss of $86.7 million).
(5) The carrying amounts of our short-term debt approximate their fair values because of the near term maturity of these instruments.
(6) Our debt obligations are recorded at amortized cost in the unaudited consolidated balance sheets. The amounts presented in the above table are gross of the deferred charges amounting to $24.4 million and $28.2 million at June 30, 2022 and December 31, 2021, respectively.
(7) The estimated fair values for both the floating long-term debt and short-term debt are considered to be equal to the carrying value since they bear variable interest rates, which are adjusted on a quarterly or six-monthly basis.
(8) The estimated fair values of the unsecured 2017 Convertible Bonds and our $300.0 million senior unsecured bonds (the “2021 Norwegian Bonds”) are based on their quoted market prices as of the balance sheet date. In February 2022, following the listing of the 2021 Norwegian Bonds, the fair value hierarchy had been transferred from level 2 to level 1.
(9) Derivative assets are generally captured within other current assets and non-current assets; oil and gas derivative liabilities are captured within other current liabilities and non-current liabilities; and interest rates and commodity swap derivative liabilities are captured within other current liabilities on the balance sheet.
(10) The fair value of the oil and gas derivative instruments was determined using the estimated discounted cash flows of the additional payments due to us as a result of oil prices moving above a contractual oil price floor over the term of the LTA (Brent crude oil price linked) and the estimated discounted cash flows of the additional payments due to us until the end of the contract in 2026 as a result of gas prices moving with respect to the contractual pricing terms per the Amendment 3 to the LTA and the Euro/USD exchange rates based on the forex forward curve (TTF price linked). Significant inputs used in the valuation of the oil and gas derivative instruments include management’s estimate of an appropriate discount rate and the length of time necessary to blend the long-term and short-term oil and gas prices obtained from quoted prices in active markets.
(11) The fair value of certain derivative instruments is the estimated amount that we would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates, foreign exchange rates, closing quoted market prices and our creditworthiness and that of our counterparties.
(12) The credit exposure of interest rate swap agreements is represented by the fair value of contracts with a positive value at the end of each period, reduced by the effects of master netting arrangements. It is our policy to enter into master netting agreements with counterparties to derivative financial instrument contracts, which give us the legal right to discharge all or a portion of the amounts owed to the counterparty by offsetting them against amounts that the counterparty owes to us.
As of June 30, 2022, we were party to the following interest rate swap transactions involving the payment of fixed rates in exchange for LIBOR as summarized below:
| | | | | | | | | | | |
Instrument (in thousands of $) | Notional value | Maturity dates | Fixed interest rates |
Interest rate swaps: | | | |
Receiving floating, pay fixed | 550,000 | | 2024 to 2029 | 1.69% - 2.37% |
Commodity price risk management
A derivative asset, representing the fair value of the estimated discounted cash flows of payments due as a result of the Brent crude oil price moving above the contractual floor of $60.00 per barrel over the contract term, was recognized in December 2017 following the effectiveness of Amendment 3 to the LTA. Golar bears no downside risk should the Brent crude oil price fall below $60.00.
The 2022 Incremental Capacity for the Hilli is linked to TTF gas prices. As of June 30, 2022, we were party to a commodity swap involving the payment of fixed prices in exchange for Dutch natural gas to manage our exposure to the TTF gas prices volatility, as summarized below:
| | | | | | | | | | | |
Instrument | Notional quantity (MMBtu) | Maturity date | Fixed price/MMBtu |
Commodity swap derivatives: | | | |
Receiving fixed, pay floating | 806,502 | 2022 | $23.25 to $27.50 |
It is our policy to enter into master netting agreements with the counterparties to derivative financial instrument contracts, which give us the legal right to discharge all or a portion of amounts owed to the counterparty by offsetting them against amounts that the counterparty owes to us. We have elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable master netting arrangements. As a result, the amounts presented in our unaudited consolidated balance sheet in relation to interest rate and commodity swaps have not been offset. For our commodity swaps, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in our unaudited consolidated balance sheets as of June 30, 2022 and December 31, 2021 would be adjusted in the following table:
| | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | December 31, 2021 |
| Gross amounts presented in the unaudited consolidated balance sheet | Gross amounts not offset in the unaudited consolidated balance sheet subject to netting agreements | Net amount | Gross amounts presented in the unaudited consolidated balance sheet | Gross amounts not offset in the unaudited consolidated balance sheet subject to netting agreements | Net amount |
(in thousands of $) | | | | | | |
Commodity swaps | | | | | | |
Total derivative assets | — | | — | | — | | 1,753 | | (88) | | 1,665 | |
Total derivative liabilities | (12,653) | | — | | (12,653) | | (88) | | 88 | | — | |
21. RELATED PARTY TRANSACTIONS
a) Transactions with CoolCo:
As further described in note 11, on June 30, 2022, we completed the CoolCo Disposal. As of June 30, 2022, we recognized an investment in CoolCo of $134.9 million, representing our 31.3% interest (note 16) and entered into the following transactions:
Net revenues: The transactions as a result of the CoolCo Disposal for the six months ended June 30, 2022 consisted of the following:
| | | | | |
| Six months ended June 30, |
(in thousands of $) | 2022 |
Management and administrative services revenue (1) | 1,160 | |
Ship management fees revenue (2) | 1,249 | |
Debt guarantee compensation (3) | 279 | |
Commitment fee (4) | 54 | |
Total | 2,742 | |
(1) Management and administrative services revenue – Golar Management Limited (“Golar Management”), a wholly-owned subsidiary of Golar, and Golar Management (Bermuda) Ltd, entered into the CoolCo TSA pursuant to which we provided corporate administrative services to CoolCo. On June 30, 2022, upon completion of the CoolCo Disposal, the CoolCo TSA was replaced by the CoolCo ASA.
(2) Ship management fees – We provided commercial and technical management to the LNG carriers that had been disposed under existing management agreements, however the CoolCo TSA revised the annual management fee payable to us per vessel. On June 30, 2022, upon completion of the CoolCo Disposal, the ship management agreements terminated.
(3) Debt guarantee compensation – We agreed to remain as the guarantor of the payment obligations of two of the disposed subsidiaries' debt relating to two LNG carriers, Golar Ice and Golar Kelvin, in exchange for a guarantee fee of 0.5% on the outstanding principal balances, which as of June 30, 2022 is $226.9 million. The compensation amounted to $0.3 million for the six months ended June 30, 2022.
(4) Commitment fee – We advanced a two year revolving credit facility of $25.0 million to CoolCo, which remains undrawn as of June 30, 2022. The facility bears a fixed interest rate and commitment fee on the undrawn loan of 5% and 0.5% per annum, respectively. The commitment fee amounted to $0.1 million for the six months ended June 30, 2022.
Receivables: The balances with CoolCo and its subsidiaries as of June 30, 2022 consisted of the following:
| | | | | |
(in thousands of $) | June 30, 2022 |
Balance due from CoolCo and subsidiaries (5) | 3,221 | |
(5) Balances due from CoolCo and its subsidiaries - Amounts due to/from CoolCo and its subsidiaries are comprised primarily of unpaid management services, amounts arising from the results of CoolCo's vessels participating in the Cool Pool, short term loan and other related arrangements. Payables and receivables are generally settled quarterly in arrears. Balances owing to or due from CoolCo and its subsidiaries are unsecured, interest-free and intended to be settled in the ordinary course of business.
Other transactions:
Net Cool Pool expenses - The eight TFDE vessels sold in the CoolCo Disposal were previously managed by Golar under the terms of the Cool Pool. The net expenses relating to the CoolCo's vessels participation in the pool amounted to $2.0 million for the six months ended June 30, 2022. This is presented in our unaudited consolidated statement of operation in the line item “Net (loss)/income from discontinued operations”.
b) Transactions with existing related parties:
Net (expenses)/revenue: The transactions with other related parties for the six months ended June 30, 2022 and 2021 consisted of the following:
| | | | | | | | |
| Six months ended June 30, |
(in thousands of $) | 2022 | 2021 |
Avenir LNG (1) | 148 | | 234 | |
Magni Partners (2) | (9) | | (172) | |
ECGS (3) | — | | 1,482 | |
Borr Drilling (4) | — | | 167 | |
2020 Bulkers (5) | — | | 53 | |
Total | 139 | | 1,764 | |
Receivables: The balances with other related parties as of June 30, 2022 and December 31, 2021 consisted of the following: | | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
Avenir LNG (1) | 3,374 | | 3,225 | |
Magni Partners (2) | 81 | | 81 | |
Borr Drilling | — | | 149 | |
2020 Bulkers | — | | 29 | |
Total | 3,455 | | 3,484 | |
(1) Avenir LNG Limited (“Avenir”) entered into agreements to compensate Golar in relation to the provision of certain debt guarantees relating to Avenir and its subsidiaries. This compensation amounted to $0.1 million and $0.2 million for the six months ended June 30, 2022 and 2021, respectively.
In October 2021, we advanced a one year revolving shareholder loan of $5.3 million to Avenir, of which $1.8 million was drawn as of June 30, 2022. The facility bears a fixed interest rate of 5% per annum. Interest and commitment fee receivable on the undrawn portion of the loan amounted to $44.0 thousand and $35.0 thousand for the six months ended June 30, 2022, respectively.
(2) Magni Partners - Tor Olav Trøim is the founder of, and partner in, Magni Partners (Bermuda) Limited (“Magni Partners”), a privately held Bermuda company, and is the ultimate beneficial owner of the company. Receivables and payables from Magni Partners comprise primarily of the cost (without mark-up) or part cost of personnel employed by Magni Partners who have provided advisory and management services to Golar. These costs do not include any payment for any services provided by Tor Olav Trøim himself.
(3) We chartered the Golar Ice to Eqyptian Company for Gas Services S.A.E. (“ECGS”) during the six months ended June 30, 2021. There was no comparable transaction in the same period in 2022.
(4) Borr Drilling - Tor Olav Trøim is the founder, and director of Borr Drilling Limited (“Borr Drilling”), a Bermuda company listed on the Oslo and Nasdaq stock exchanges. Receivables comprise primarily of management and administrative services provided by our Bermuda corporate office. Effective from January 2022, Borr Drilling ceased to be a related party.
(5) 2020 Bulkers - Receivables comprise primarily of management and administrative services provided by our Bermuda corporate office. Effective from January 2022, 2020 Bulkers Ltd. (“2020 Bulkers”) ceased to be a related party.
c) Transactions with former related parties
c.1) Golar Partners and subsidiaries:
Following the completion of the GMLP Merger on April 15, 2021, Golar Partners ceased to be a related party and subsequent transactions with Golar Partners and its subsidiaries are treated as a third party and settled under normal payment terms. For the balances with Golar Partners and its subsidiaries prior to the completion of the GMLP Merger, we retrospectively adjusted the comparative period and classified them as held for sale. Furthermore, the management and administrative services agreement and ship management fee agreement were terminated and replaced with the transition services agreement, Bermuda services agreement and ship management agreements (note 11).
Net revenues: The transactions with Golar Partners and its subsidiaries for the period January 1, 2021 to April 15, 2021 consisted of the following:
| | | | | |
| Period January 1, 2021 to April 15, 2021 |
(in thousands of $) | 2021 |
Management and administrative services revenue | 1,717 | |
Ship management fees revenue | 2,251 | |
Interest income on short-term loan | 18 | |
Total | 3,986 | |
Other transactions:
During the period from January 1, 2021 to April 15, 2021 we received total distributions from Golar Partners of $0.5 million with respect to the common units and general partner units owned by us at that time.
During the period from January 1, 2021 to April 15, 2021 Hilli LLC had declared distributions totaling $7.8 million with respect of its common units owned by Golar Partners. In connection with the Hilli disposal, we agreed to indemnify Golar Partners for certain costs incurred in Hilli operations when these costs exceed a contractual ceiling. During the period from January 1, 2021 to April 15, 2021 we recognized $nil with respect to this Hilli indemnification arrangement.
c.2) Hygo and subsidiaries:
Following the completion of the Hygo Merger on April 15, 2021, Hygo ceased to be a related party and subsequent transactions with Hygo and its subsidiaries are treated as third-party transactions and settled under normal payment terms. For the balances with Hygo and its subsidiaries prior to the completion of the Hygo Merger, we retrospectively adjusted the comparative period and classified them as held for sale. Furthermore, the management and administrative services agreement and ship management fee agreement were terminated and replaced with the transition services agreement, Bermuda services agreement and ship management agreements (note 11).
Net revenues: The transactions with Hygo and its affiliates for the period January 1, 2021 to April 15, 2021 consisted of the following:
| | | | | |
| Period January 1, 2021 to April 15, 2021 |
(in thousands of $) | 2021 |
Management and administrative services revenue | 2,051 | |
Ship management fees income | 904 | |
Debt guarantee compensation | 676 | |
Total | 3,631 | |
Other transactions:
Net Cool Pool expenses - Net expenses relating to the other pool participants are presented in our unaudited consolidated statement of operation in the line item “Voyage, charter hire and commission expenses” for the period ended April 15, 2021 amounted to $2.9 million.
22. OTHER COMMITMENTS AND CONTINGENCIES
Assets pledged
| | | | | | | | |
(in thousands of $) | June 30, 2022 | December 31, 2021 |
Book value of vessels secured against loans (1) | 1,139,855 | | 1,242,342 | |
(1) This excludes the Gimi which is classified as “Assets under development” (see note 15) and secured against its specific debt facility (note 18).
Corporate RCF
As of June 30, 2022, the Corporate RCF is secured by a pledge against our NFE Shares. We are permitted under the terms of the facility, to release a portion of the pledged NFE Shares in accordance with the prescribed loan to value ratio based on the then-current market value of such NFE Shares.
Capital Commitments
Gandria
We have agreed contract terms for the conversion of the Gandria to a FLNG. The Gandria is currently in lay-up awaiting delivery to Keppel Shipyard for conversion. The conversion agreement is subject to certain payments and lodging of a full Notice to proceed. We have also provided a guarantee to cover the sub-contractor's obligations in connection with the conversion of the vessel.
UK tax lease benefits
As described under note 29 in our audited consolidated financial statements filed with our 2021 Annual Report, during 2003 we entered into six UK tax leases. Under the terms of the leasing arrangements, the benefits are derived primarily from the tax depreciation assumed to be available to the lessors as a result of their investment in the vessels. As is typical in these leasing arrangements, as the lessee we were obligated to maintain the lessor’s after-tax margin. The UK tax authorities (“HMRC”) have been challenging the use of similar lease structures and had engaged in litigation of a test case. In 2021, we reached a settlement with HMRC and in April 2022, we settled our liability to the HMRC in full, resulting in a payment of $66.4 million, inclusive of fees.
23. SUBSEQUENT EVENTS
Hilli 2023+ expansion option exercise
In July 2022, Perenco Cameroon S.A. (“Perenco”) and Société Nationale des Hydrocarbures (“SNH”) exercised the option to increase the utilization capacity of Hilli by up to 0.2 million tons of LNG per year from January 2023 through to the end of the current contract term in July 2026. This will increase the total annual LNG production of Hilli to 1.4 million tons from January 2023 onwards from its contracted base capacity of 1.2 million tons. The tolling fee for the 2023+ incremental capacity is linked to European gas prices at the Dutch Title Transfer Facility (“TTF”).
In August 2022, we entered into swap arrangements to hedge part of our TTF price exposure for the 2023 and 2024 incremental 0.2 million tons per annum at a fixed price of $49.50 and $51.20, respectively, per Metric Million British Thermal Unit (“MMBtu”).