Page
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GOLAR LNG PARTNERS LP
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AUDITED CONSOLIDATED FINANCIAL STATEMENTS
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Reports of Independent Registered Public Accounting Firm
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F-2
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Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
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F-6
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Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018
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F-7
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Consolidated Balance Sheets as of December 31, 2020 and 2019
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F-8
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Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
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F-9
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Consolidated Statements of Changes in Partners’ Capital for the years ended December 31, 2020, 2019 and 2018
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F-11
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Notes to the Consolidated Financial Statements
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F-12
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Going concern assessment
|
||
Description of the
matter
|
The consolidated financial statements of the Partnership are prepared on the going concern basis of accounting. As described above and in Note 1, the Partnership has significant debt balances
that fall due within the twelve-month period from the date the consolidated financial statements are issued, and has stated that substantial doubt exists about the Partnership’s ability to continue as a going concern.
As described in Note 1 to the consolidated financial statements, on January 13, 2021, the Partnership entered into an agreement and plan of merger (the “Merger”) with New Fortress Energy
(“NFE”). As a result of the pending Merger, management has deferred activities related to the refinancing of its maturing debt facilities, including taking steps to secure the necessary waivers and/or covenant amendments in respect of
projected non-compliance with certain financial covenants, as they anticipate that NFE will refinance such facilities upon consummation of the Merger. As the successful completion of the Merger is dependent on factors outside of the
Partnership’s control, and the refinancing of the maturing debt facilities has been deferred based on an expectation of the Merger closing, management concluded that there is substantial doubt over the Partnership’s ability to continue as a
going concern for the twelve month period from the date the consolidated financial statements are issued.
Management’s going concern assessment includes assumptions related to financing plans. This involves an assessment of the probability of the successful closing of the Merger and management’s
plans should the Merger not complete, including the refinance of maturing debt facilities with banks and bondholders and securing any necessary waivers and/or covenant amendments.
Auditing the Partnership’s going concern assessment described above is complex because it involves a high degree of auditor judgment to assess the reasonableness of the cash flow forecasts,
planned refinancing actions and other assumptions used in the Partnership’s going concern analysis. The Partnership’s ability to execute the planned refinancing actions are especially judgmental as they are outside of management’s control
given the expected Merger, and that the global financial markets and economic conditions have been, and continue to be volatile, particularly with the COVID-19 pandemic, which provides additional uncertainty.
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|
How we addressed
the matter in our
audit
|
We obtained an understanding, evaluated the design, and tested controls over the Partnership’s going concern assessment process. For example, we tested controls over management’s review of
significant assumptions in relation to financing options used in the assessment and the key inputs to the cash flow forecasts.
Further, we evaluated the key inputs to the cash flow forecast in management’s going concern assessment. We independently assessed the sensitivity and impact of reasonably possible changes in
the key assumptions and estimates included in management’s cash flow forecasts and liquidity position, including reperformance of covenant calculations through the going concern period. We inspected the relevant documents in relation to the
Merger and management’s assessment of conditions and approvals required for the completion of the Merger.
In assessing management’s plans to secure waivers and/or covenant amendments for the covenant impacted by the projected non-compliance, we understood the nature and extent of past covenant
amendments obtained by the Partnership, discussed the status and timeline of any discussions with lenders, evaluated the proposed amendments and inspected the loan agreements for the impact of any potential covenant breaches and remedies
available.
In relation to management’s plans for loan and bonds refinancing, we validated management’s assertion that their plans, while effective, have been deferred due to the Merger and are therefore
not advanced enough as of the date of the consolidated financial statements are issued to be considered probable. These procedures included, among others, understanding the nature and extent of past financing transactions concluded with the
counterparties, assessing relevant data and metrics (such as contracted cash flows and existing loan to value ratios, where applicable) and inspection of the terms and conditions proposed by banks.
|
We compared the proposed terms and conditions of the financing arrangements with those of the Partnership’s existing loan facilities. We discussed the status of the refinancing efforts and their
viability with management and assessed the probability of the Partnership executing the plans effectively.
We involved a professional with specialized knowledge of capital and debt markets, to assist us in our assessment of whether it is probable that management’s financing plans will be achieved to
allow the Partnership to meet the anticipated liquidity requirements over the twelve-month period of their assessment.
We assessed the adequacy of the Partnership’s going concern disclosures included in Note 1 to the consolidated financial statements.
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Vessel impairment
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Description of the
matter
|
The Partnership’s vessel and equipment and vessel under finance lease balances were $1,308 million and $103 million, respectively, as of December 31, 2020. As explained in Note 2 to the consolidated financial
statements, management performs an annual impairment assessment at the year-end and whenever events or changes in circumstances indicate that the carrying value of a vessel might exceed its fair value in accordance with the guidance in ASC
360 – Property, Plant and Equipment (“ASC 360”). If indicators of impairment are identified, management analyses the future cash flows expected to be generated throughout the remaining useful life of
those vessels. These undiscounted cash flows are estimated using forecasted charter rates and other assumptions. In relation to forecasted charter rates, the Partnership applies the currently contracted charter rate for the period in the cash
flow where the vessel is on charter. For vessels with no contracted charters or when the vessels’ forecasted cash flow period falls beyond the contracted charter the forecasted charter rates are based on industry analysis and broker reports
(‘charter rates post-contract expiry’).
Auditing the Partnership’s impairment assessment was complex due to the significant estimation uncertainty, subjectivity and judgement in forecasting the undiscounted cash flows of the vessels and the degree of
subjectivity involved in determining the fair value of the impaired vessel. Significant assumptions and judgements used in management’s analysis included the estimation of charter rates post-contract expiry and vessel utilization percentages.
These significant assumptions are forward looking and subject to future economic and market conditions.
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How we addressed
the matter in our
audit
|
We obtained an understanding of the Partnership’s impairment process, evaluated the design, and tested the operating effectiveness of the controls over the Partnership’s determination of key
inputs to the impairment assessment, including charter rates post-contract expiry and vessel utilization percentages.
We analysed management’s impairment assessment by comparing the methodology used to assess impairment of each vessel against the accounting guidance in ASC 360. We tested the reasonableness of
the charter rates post-contract expiry and vessel utilization percentages by comparing them to forecasted market rates and historical information. We evaluated whether the gradual step up and step down of charter rates estimated by management
is comparable to the liquefied natural gas ('LNG') curves published in the market. We also inspected market reports and analysed how the economic factors such as future demand and supply for LNG carriers and floating storage regasification
units ('FSRUs') have been incorporated in the charter rates post-contract expiry and vessel utilization percentages. Further, we calculated the average charter post-contract expiry rate used across the remaining useful life of the vessels and
compared it to the historical average across a similar period. We identified vessels which are not employed under active charters or are nearing the end of the charter and considered them to be highly sensitive to the charter rate
post-contract expiry. In relation to these vessels, we independently calculated the charter rate at which the undiscounted cash flows equalled the carrying value of the vessel (‘break-even charter rate’) and compared the rates against
forecasted market rates. Further we calculated the minimum utilization percentages required for these vessels by analysing the break-even charter rates relative to the forecasted market rates, and assessed the reasonability of these
percentages by comparing against historical utilization average and the LNG market outlook for a similar type of vessel. We also compared the assumptions and estimates made by management in their impairment assessment for the prior year
against the actual results in 2020 to assess the precision of management’s forecasting process.
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UK Tax lease
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Description of the
matter
|
At December 31, 2020, as described in Note 26 to the consolidated financial statements, the Partnership has disclosed a contingent tax liability in the range of $nil to $34.2 million in respect to historical
lease arrangements. Contingencies are evaluated based on the likelihood of the Partnership incurring a liability and whether a loss or range of losses is reasonably estimable in accordance with the guidance on ASC 450 - Contingencies. In relation to the UK tax lease, the likelihood and amount of a loss or range of losses are estimated with reference to the claims submitted from the relevant tax authorities, the legal
basis for such claims and the status of discussions thereon with the authorities.
Auditing the Partnership’s contingent tax liability is complex and requires a high degree of judgement in assessing the likelihood of a liability arising as a result of the UK tax lease matter and the amount of
any potential outflow. Further, auditing the contingent tax liability involved professionals with specialised skills to evaluate the relevant tax regulations in order to assess the likelihood of a liability arising.
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How we addressed
the matter in our
audit
|
We obtained an understanding over the Partnership’s assessment of the likelihood of a contingent liability arising in relation to these UK tax lease benefits, as well as the development of the estimate of a
liability. We evaluated the design and tested the operating effectiveness of controls over management’s review of contingencies, including significant judgements made.
To understand developments in relation to the matter, we inquired and obtained confirmations from internal and external legal counsel of the Partnership and read minutes of board meetings and management
committee meetings.
We involved our tax professionals with specialized skills and knowledge in relation to UK tax lease structures, who assisted us in evaluating management’s conclusion that these represent a contingent liability.
Our procedures also included inspecting correspondence with Her Majesty’s Revenue and Customs (‘HMRC’) and external legal counsel as well as re-performing the calculation performed by management to estimate the contingent liability. We
assessed the adequacy of the Partnership’s disclosures in relation to tax contingencies
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/s/ Ernst & Young LLP
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We have served as the Partnership’s auditor since 2014.
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London, United Kingdom
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March 16, 2021
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Notes
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2020
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2019
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2018
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|||||||||||||
Operating revenues
|
||||||||||||||||
Time charter revenues
|
284,734
|
299,652
|
346,650
|
|||||||||||||
Total operating revenues
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6
|
284,734
|
299,652
|
346,650
|
||||||||||||
Operating expenses
|
||||||||||||||||
Vessel operating expenses
|
6
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(56,509
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)
|
(60,958
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)
|
(65,247
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)
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|||||||||
Voyage and commission expenses
|
6
|
(7,986
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)
|
(7,648
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)
|
(11,222
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)
|
|||||||||
Administrative expenses
|
6
|
(15,367
|
)
|
(13,412
|
)
|
(14,809
|
)
|
|||||||||
Depreciation and amortization
|
(79,996
|
)
|
(83,239
|
)
|
(98,812
|
)
|
||||||||||
Total operating expenses
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(159,858
|
)
|
(165,257
|
)
|
(190,090
|
)
|
||||||||||
Operating income
|
124,876
|
134,395
|
156,560
|
|||||||||||||
Other non-operating income
|
15
|
661
|
4,795
|
449
|
||||||||||||
Financial income/(expense)
|
||||||||||||||||
Interest income
|
15
|
17,354
|
13,278
|
8,950
|
||||||||||||
Interest expense
|
(68,855
|
)
|
(79,791
|
)
|
(80,650
|
)
|
||||||||||
(Losses)/gains on derivative instruments, net
|
7
|
(51,922
|
)
|
(38,796
|
)
|
8,106
|
||||||||||
Other financial items, net
|
7
|
1,000
|
675
|
(592
|
)
|
|||||||||||
Net financial expenses
|
(102,423
|
)
|
(104,634
|
)
|
(64,186
|
)
|
||||||||||
Income before tax, equity in net earnings of affiliate and non-controlling interests
|
23,114
|
34,556
|
92,823
|
|||||||||||||
Income taxes
|
8
|
(16,767
|
)
|
(17,962
|
)
|
(17,465
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)
|
|||||||||
Equity in net earnings of affiliate
|
10
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11,730
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4,540
|
1,190
|
||||||||||||
Net income
|
18,077
|
21,134
|
76,548
|
|||||||||||||
Net income/(loss) attributable to:
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||||||||||||||||
Non-controlling interests
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(1,119
|
)
|
3,329
|
3,358
|
||||||||||||
Golar LNG Partners LP Owners
|
19,196
|
17,805
|
73,190
|
|||||||||||||
General partner's interest in net income
|
142
|
115
|
1,223
|
|||||||||||||
Preferred unitholders’ interest in net income
|
12,109
|
12,042
|
12,042
|
|||||||||||||
Common unitholders’ interest in net income
|
6,945
|
5,648
|
59,925
|
|||||||||||||
Earnings per unit - Common units:
|
||||||||||||||||
Basic and diluted
|
29
|
0.10
|
0.08
|
0.86
|
||||||||||||
Cash distributions declared and paid per Common unit in the year
|
29
|
0.46
|
1.62
|
1.96
|
Notes
|
2020
|
2019
|
2018
|
|||||||||||||
Net income
|
18,077
|
21,134
|
76,548
|
|||||||||||||
Unrealized net loss on qualifying cash flow hedging instruments:
|
||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss to the statement of operations
|
—
|
—
|
(26
|
)
|
||||||||||||
Net other comprehensive loss
|
—
|
—
|
(26
|
)
|
||||||||||||
Comprehensive income
|
18,077
|
21,134
|
76,522
|
|||||||||||||
Comprehensive income/(loss) attributable to:
|
||||||||||||||||
Golar LNG Partners LP Owners
|
19,196
|
17,805
|
73,164
|
|||||||||||||
Non-controlling interests
|
(1,119
|
)
|
3,329
|
3,358
|
||||||||||||
18,077
|
21,134
|
76,522
|
Notes
|
2020
|
2019
|
||||||||||
ASSETS
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
48,783
|
47,661
|
||||||||||
Restricted cash and short-term deposits
|
17
|
55,547
|
46,333
|
|||||||||
Trade accounts receivable
|
11
|
16,466
|
17,303
|
|||||||||
Amounts due from related parties
|
25
|
804
|
5,098
|
|||||||||
Current portion of investment in leased vessel, net
|
15
|
2,570
|
2,308
|
|||||||||
Inventories
|
1,719
|
2,702
|
||||||||||
Other current assets
|
12
|
20,932
|
11,894
|
|||||||||
Total current assets
|
146,821
|
133,299
|
||||||||||
Non-current assets
|
||||||||||||
Restricted cash
|
17
|
129,838
|
135,928
|
|||||||||
Investment in affiliate
|
10
|
185,562
|
193,270
|
|||||||||
Vessels and equipment, net
|
13
|
1,308,206
|
1,369,665
|
|||||||||
Vessel under finance lease, net
|
14
|
102,534
|
108,433
|
|||||||||
Investment in leased vessel, net
|
15
|
109,216
|
111,829
|
|||||||||
Intangible assets, net
|
16
|
41,295
|
50,409
|
|||||||||
Other non-current assets
|
18
|
4,189
|
2,779
|
|||||||||
Total assets
|
2,027,661
|
2,105,612
|
||||||||||
LIABILITIES AND EQUITY
|
||||||||||||
Current liabilities
|
||||||||||||
Current portion of long-term debt
|
21
|
702,962
|
225,254
|
|||||||||
Current portion of obligation under finance lease
|
22
|
2,521
|
1,990
|
|||||||||
Trade accounts payable
|
1,766
|
2,756
|
||||||||||
Accrued expenses
|
19
|
25,157
|
23,451
|
|||||||||
Other current liabilities
|
20
|
99,871
|
55,703
|
|||||||||
Total current liabilities
|
832,277
|
309,154
|
||||||||||
Non-current liabilities
|
||||||||||||
Long-term debt
|
21
|
416,746
|
991,679
|
|||||||||
Obligation under finance lease
|
22
|
122,029
|
120,789
|
|||||||||
Other non-current liabilities
|
23
|
31,288
|
31,296
|
|||||||||
Total liabilities
|
1,402,340
|
1,452,918
|
||||||||||
Commitments and contingencies
|
26
|
|||||||||||
Equity
|
||||||||||||
Partners’ capital:
|
||||||||||||
Common unitholders: 69,301,636 units issued and outstanding at December 31, 2020 (2019: 69,301,636)
|
28
|
361,912
|
387,631
|
|||||||||
Preferred unitholders: 5,520,000 preferred units issued and outstanding at December 31, 2020 (2019: 5,520,000)
|
28
|
132,991
|
132,991
|
|||||||||
General partner interest: 1,436,391 units issued and outstanding at December 31, 2020 (2019: 1,436,391)
|
28
|
48,306
|
48,841
|
|||||||||
Total partners’ capital before non-controlling interests
|
543,209
|
569,463
|
||||||||||
Non-controlling interests
|
82,112
|
83,231
|
||||||||||
Total equity
|
625,321
|
652,694
|
||||||||||
Total liabilities and equity
|
2,027,661
|
2,105,612
|
Notes
|
2020
|
2019
|
2018
|
|||||||||||||
Operating activities
|
||||||||||||||||
Net income
|
18,077
|
21,134
|
76,548
|
|||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||||||
Depreciation and amortization expenses
|
79,996
|
83,239
|
98,812
|
|||||||||||||
Equity in net earnings of affiliate
|
(11,730
|
)
|
(4,540
|
)
|
(1,190
|
)
|
||||||||||
Deferred tax expense
|
8
|
2,114
|
3,620
|
1,728
|
||||||||||||
Amortization of deferred charges and debt guarantee, net
|
23, 25
|
3,402
|
2,683
|
7,154
|
||||||||||||
Foreign exchange losses/(gains)
|
435
|
941
|
(995
|
)
|
||||||||||||
Unit options expense
|
27
|
50
|
207
|
234
|
||||||||||||
Drydocking expenditure
|
(1,641
|
)
|
(10,463
|
)
|
(25,522
|
)
|
||||||||||
Dividends received from affiliates
|
11,352
|
2,328
|
1,191
|
|||||||||||||
Interest element included in obligation under finance lease
|
19
|
3
|
(55
|
)
|
||||||||||||
Gain on recognition of net investment in leased vessel
|
15
|
—
|
(4,195
|
)
|
—
|
|||||||||||
Sales-type lease payments received in excess of interest income
|
2,308
|
2,030
|
—
|
|||||||||||||
Movement in credit loss allowances
|
(371
|
)
|
—
|
—
|
||||||||||||
Change in market value of derivatives
|
7
|
35,306
|
43,746
|
(5,921
|
)
|
|||||||||||
Change in assets and liabilities:
|
||||||||||||||||
Trade accounts receivable
|
837
|
10,682
|
(9,730
|
)
|
||||||||||||
Inventories
|
983
|
(670
|
)
|
1,475
|
||||||||||||
Other current assets and non-current assets
|
(12,362
|
)
|
(6,421
|
)
|
3,906
|
|||||||||||
Amounts due to/(from) related parties
|
(2,852
|
)
|
3,622
|
(319
|
)
|
|||||||||||
Trade accounts payable
|
(990
|
)
|
(2,836
|
)
|
(3,610
|
)
|
||||||||||
Accrued expenses
|
2,503
|
3,414
|
(6,566
|
)
|
||||||||||||
Other current liabilities
|
15,470
|
4,183
|
26
|
|||||||||||||
Net cash provided by operating activities
|
142,906
|
152,707
|
137,166
|
|||||||||||||
Investing activities
|
||||||||||||||||
Additions to vessels and equipment
|
(3,188
|
)
|
(10,232
|
)
|
(10,735
|
)
|
||||||||||
Dividends received from affiliates
|
12,627
|
14,216
|
755
|
|||||||||||||
Acquisition of investment in affiliate from Golar
|
—
|
(10,296
|
)
|
(9,652
|
)
|
|||||||||||
Net cash provided by/(used in) investing activities
|
9,439
|
(6,312
|
)
|
(19,632
|
)
|
|||||||||||
Financing activities
|
||||||||||||||||
Repayments of long-term debt (including related parties)
|
(148,114
|
)
|
(100,156
|
)
|
(155,902
|
)
|
||||||||||
Proceeds from long-term debt (including related parties)
|
45,000
|
40,000
|
51,419
|
|||||||||||||
Repayments of obligation under finance lease
|
(1,922
|
)
|
(1,569
|
)
|
(1,286
|
)
|
||||||||||
Financing arrangement fees and other costs
|
(4,339
|
)
|
—
|
(1,699
|
)
|
|||||||||||
Advances from related party for Methane Princess lease security deposit
|
2,605
|
601
|
633
|
|||||||||||||
Cash distributions paid
|
(44,954
|
)
|
(126,599
|
)
|
(165,250
|
)
|
||||||||||
Common units repurchased and canceled
|
28
|
—
|
(1,565
|
)
|
(13,980
|
)
|
||||||||||
Proceeds from issuances of equity, net of issue costs
|
28
|
—
|
—
|
13,854
|
||||||||||||
Net cash used in financing activities
|
(151,724
|
)
|
(189,288
|
)
|
(272,211
|
)
|
||||||||||
Effect of exchange rate changes on cash
|
3,625
|
3,723
|
(6,118
|
)
|
||||||||||||
Net increase/(decrease) in cash, cash equivalents and restricted cash
|
4,246
|
(39,170
|
)
|
(160,795
|
)
|
|||||||||||
Cash, cash equivalents and restricted cash at beginning of year (1)
|
229,922
|
269,092
|
429,887
|
|||||||||||||
Cash, cash equivalents and restricted cash at end of year (1)
|
234,168
|
229,922
|
269,092
|
Notes
|
2020
|
2019
|
2018
|
|||||||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||||||
Cash paid during the year for:
|
||||||||||||||||
Interest expense
|
68,792
|
75,892
|
81,962
|
|||||||||||||
Income taxes
|
10,021
|
13,791
|
5,929
|
December 31,
|
||||||||||||||||
(in thousands of $)
|
2020
|
2019
|
2018
|
2017
|
||||||||||||
Cash and cash equivalents
|
48,783
|
47,661
|
96,648
|
246,954
|
||||||||||||
Restricted cash and short-term deposits - current
|
55,547
|
46,333
|
31,330
|
27,306
|
||||||||||||
Restricted cash - non-current
|
129,838
|
135,928
|
141,114
|
155,627
|
||||||||||||
234,168
|
229,922
|
269,092
|
429,887
|
Partners’ Capital
|
||||||||||||||||||||||||||||||||
Notes
|
Preferred
Units
|
Common
Units
|
General
Partner Units
and IDRs (1)
|
Accumulated
Other
Comprehensive
loss(2)
|
Total
before
Non-
controlling
interest
|
Non-
controlling
Interest
|
Total
Owner’s
Equity
|
|||||||||||||||||||||||||
Consolidated balance at December 31, 2017
|
132,991
|
585,440
|
52,600
|
26
|
771,057
|
76,544
|
847,601
|
|||||||||||||||||||||||||
Net income
|
12,042
|
59,925
|
1,223
|
—
|
73,190
|
3,358
|
76,548
|
|||||||||||||||||||||||||
Cash distributions
|
(12,042
|
)
|
(149,606
|
)
|
(3,066
|
)
|
—
|
(164,714
|
)
|
—
|
(164,714
|
)
|
||||||||||||||||||||
Other comprehensive loss
|
—
|
—
|
—
|
(26
|
)
|
(26
|
)
|
—
|
(26
|
)
|
||||||||||||||||||||||
Net proceeds from issuance of common units
|
—
|
13,563
|
291
|
—
|
13,854
|
—
|
13,854
|
|||||||||||||||||||||||||
Common units repurchased and canceled
|
28
|
—
|
(13,980
|
)
|
—
|
—
|
(13,980
|
)
|
—
|
(13,980
|
)
|
|||||||||||||||||||||
Grant of unit options
|
—
|
234
|
—
|
—
|
234
|
—
|
234
|
|||||||||||||||||||||||||
Consolidated balance at December 31, 2018
|
132,991
|
495,576
|
51,048
|
—
|
679,615
|
79,902
|
759,517
|
|||||||||||||||||||||||||
Net income
|
12,042
|
5,648
|
115
|
—
|
17,805
|
3,329
|
21,134
|
|||||||||||||||||||||||||
Cash distributions
|
(12,042
|
)
|
(112,235
|
)
|
(2,322
|
)
|
—
|
(126,599
|
)
|
—
|
(126,599
|
)
|
||||||||||||||||||||
Units options expense
|
—
|
207
|
—
|
—
|
207
|
—
|
207
|
|||||||||||||||||||||||||
Common units repurchased and canceled
|
28
|
—
|
(1,565
|
)
|
—
|
—
|
(1,565
|
)
|
—
|
(1,565
|
)
|
|||||||||||||||||||||
Consolidated balance at December 31, 2019
|
132,991
|
387,631
|
48,841
|
—
|
569,463
|
83,231
|
652,694
|
|||||||||||||||||||||||||
Opening adjustment (3)
|
—
|
(501
|
)
|
(10
|
)
|
—
|
(511
|
)
|
—
|
(511
|
)
|
|||||||||||||||||||||
Balance at January 1, 2020
|
132,991
|
387,130
|
48,831
|
—
|
568,952
|
83,231
|
652,183
|
|||||||||||||||||||||||||
Net income
|
12,109
|
6,945
|
142
|
—
|
19,196
|
(1,119
|
)
|
18,077
|
||||||||||||||||||||||||
Cash distributions
|
(12,109
|
)
|
(32,213
|
)
|
(667
|
)
|
—
|
(44,989
|
)
|
—
|
(44,989
|
)
|
||||||||||||||||||||
Units options expense
|
—
|
50
|
—
|
—
|
50
|
—
|
50
|
|||||||||||||||||||||||||
Consolidated balance at December 31, 2020
|
132,991
|
361,912
|
48,306
|
—
|
543,209
|
82,112
|
625,321
|
(1) |
As of December 31, 2020 and 2019, the carrying value of the equity attributable to the incentive distribution rights holders was $32.5 million.
|
(2) |
Relates to unrealized net losses on qualifying cash flow hedges.
|
(3) |
Opening Total Equity has been adjusted following the adoption of ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent
amendments effective January 1, 2020, see note 3.
|
• |
the right to obtain substantially all of the economic benefits from the use of the identified asset; and
|
• |
the right to direct the use of that identified asset.
|
• |
ownership of the asset is transferred at the end of the lease term;
|
• |
the contract contains an option to purchase the asset which is reasonably certain to be exercised;
|
• |
the lease term is for a major part of the remaining useful life of the contract, although contracts entered into the last 25% of the asset’s useful life are not subject to this criterion;
|
• |
the discounted value of the fixed payments under the lease represent substantially all of the fair value of the asset; or
|
• |
the asset is heavily customized such that it could not be used for another charter at the end of the term.
|
Vessels (excluding converted FSRUs)
|
40 years
|
Vessels - converted FSRUs
|
20 years from conversion date
|
Drydocking expenditure
|
5 years
|
Mooring equipment
|
11 years
|
Standard
|
Description
|
Date of Adoption
|
Effect on our Consolidated
Financial Statements or Other
Significant Matters
|
||||
ASU 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.
|
The amendment removes certain exceptions previously available and provides some additional calculation rules to help simplify the accounting for income taxes.
|
January 1, 2021
|
No impacts are expected as a result of the adoption of this ASU.
|
||||
ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.
and
ASU 2021-01 Reference Rate Reform (Topic 848): Scope.
|
The amendments provide temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The applicable expedients
for us are in relation to modifications of contracts within the scope of Topic 310, Receivables, Topic 470, Debt, and Topic 842, Leases. This optional guidance may be applied prospectively from any date beginning March 12, 2020 and cannot be
applied to modifications that occur after December 31, 2022.
|
Under evaluation
|
Under evaluation
|
||||
ASU 2020-06 Debt with equity and other options (Topic 470) and 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. This optional guidance is effective on a modified retrospective basis on January 1, 2022.
|
Under evaluation
|
No impacts are expected as a result of the adoption of this ASU.
|
Name
|
Jurisdiction of
Incorporation
|
Purpose
|
||
Golar Partners Operating LLC
|
Marshall Islands
|
Holding Company
|
||
Golar LNG Holding Corporation
|
Marshall Islands
|
Holding Company
|
||
Golar Maritime (Asia) Inc.
|
Republic of Liberia
|
Holding Company
|
||
Golar Servicos de Operacao de Embaracaoes Limited
|
Brazil
|
Management Company
|
||
Golar Winter Corporation
|
Marshall Islands
|
Owns Golar Winter
|
||
Golar Winter UK Ltd
|
United Kingdom
|
Operates Golar Winter
|
||
Golar Spirit Corporation
|
Marshall Islands
|
Owns Golar Spirit
|
||
Faraway Maritime Shipping Company (60% ownership)
|
Republic of Liberia
|
Owns and operates Golar Mazo
|
||
Golar LNG 2215 Corporation
|
Marshall Islands
|
Leases Methane Princess
|
||
Golar 2215 UK Ltd
|
United Kingdom
|
Operates Methane Princess
|
||
Golar Freeze Holding Corporation
|
Marshall Islands
|
Owns Golar Freeze
|
||
Golar Freeze UK Ltd
|
United Kingdom
|
Operates Golar Freeze
|
||
Golar Khannur Corporation
|
Marshall Islands
|
Holding Company
|
||
Golar LNG (Singapore) Pte. Ltd.
|
Singapore
|
Holding Company
|
||
PT Golar Indonesia*
|
Indonesia
|
Owns and operates NR Satu
|
||
Golar Grand Corporation
|
Marshall Islands
|
Owns and operates Golar Grand
|
||
Golar LNG 2234 LLC
|
Republic of Liberia
|
Owns and operates Golar Maria
|
||
Golar Hull M2031 Corporation
|
Marshall Islands
|
Owns and operates Golar Igloo
|
||
Golar Eskimo Corporation**
|
Marshall Islands
|
Leases and operates Golar Eskimo
|
Vessel
|
Effective from
|
Sales value
(in $ millions)
|
Subsequent
repurchase option
(in $ millions)
|
Subsequent
repurchase
option
|
Repurchase
obligation at end of
lease term
(in $ millions)
|
End of lease term
|
Golar Eskimo
|
November 2015
|
285.0
|
189.1
|
November 2021
|
128.3
|
November 2025
|
(in thousands of $)
|
2021
|
2022
|
2023
|
2024
|
2025
|
|||||||||||||||
Golar Eskimo*
|
19,724
|
19,230
|
18,893
|
18,685
|
15,358
|
(in thousands of $)
|
2020
|
2019
|
||||||
Liabilities
|
||||||||
Short-term debt (note 21)
|
11,083
|
11,436
|
||||||
Long-term debt (note 21)
|
153,384
|
169,395
|
(in thousands of $)
|
2020
|
2019
|
||||||
ASSETS
|
||||||||
Cash
|
11,040
|
13,108
|
||||||
Restricted cash (note 17)
|
8,723
|
9,543
|
||||||
Vessels and equipment, net*
|
206,315
|
227,418
|
||||||
Other assets
|
7,373
|
3,158
|
||||||
Total assets
|
233,451
|
253,227
|
||||||
LIABILITIES AND EQUITY
|
||||||||
Accrued liabilities
|
4,077
|
2,704
|
||||||
Current portion of long-term debt
|
14,462
|
14,382
|
||||||
Amounts due to related parties
|
19,901
|
51,203
|
||||||
Other current liabilities
|
1,076
|
974
|
||||||
Long-term debt
|
44,403
|
58,865
|
||||||
Total liabilities
|
83,919
|
128,128
|
||||||
Total equity
|
149,532
|
125,099
|
||||||
Total liabilities and equity
|
233,451
|
253,227
|
• |
FSRUs are vessels that are permanently located offshore to regasify LNG. Six of our vessels are FSRUs, of which one vessel is in cold layup;
|
• |
LNG carriers are vessels that transport LNG and are compatible with many LNG loading and receiving terminals globally. Four of our vessels are LNG carriers, of which one vessel is in cold layup; and
|
• |
FLNG is a vessel that is moored above an offshore natural gas field on a long-term basis. A FLNG receives, liquefies and stores LNG at sea and transfers it to LNG carriers that berth while offshore.
|
December 31, 2020
|
||||||||||||||||||||||||||||
(in thousands of $)
|
FSRU(1)
|
LNG Carrier
|
FLNG(2)
|
Unallocated(3)
|
Total
Segment
Reporting
|
Elimination(4)
|
Consolidated
Reporting
|
|||||||||||||||||||||
Statement of operations:
|
||||||||||||||||||||||||||||
Total operating revenues
|
229,530
|
55,204
|
104,271
|
—
|
389,005
|
(104,271
|
)
|
284,734
|
||||||||||||||||||||
Vessel operating expenses
|
(38,570
|
)
|
(17,939
|
)
|
(22,701
|
)
|
—
|
(79,210
|
)
|
22,701
|
(56,509
|
)
|
||||||||||||||||
Voyage and commission expenses
|
(4,613
|
)
|
(3,373
|
)
|
—
|
—
|
(7,986
|
)
|
—
|
(7,986
|
)
|
|||||||||||||||||
Administrative expenses(5)
|
(9,594
|
)
|
(5,773
|
)
|
(1,408
|
)
|
—
|
(16,775
|
)
|
1,408
|
(15,367
|
)
|
||||||||||||||||
Amount invoiced under sales-type lease(6)
|
18,300
|
—
|
—
|
—
|
18,300
|
(18,300
|
)
|
—
|
||||||||||||||||||||
Adjusted EBITDA
|
195,053
|
28,119
|
80,162
|
—
|
303,334
|
(98,462
|
)
|
204,872
|
||||||||||||||||||||
Balance sheet:
|
||||||||||||||||||||||||||||
Total assets (7)
|
1,033,742
|
486,214
|
185,562
|
322,143
|
2,027,661
|
—
|
2,027,661
|
|||||||||||||||||||||
Other segmental financial information:
|
||||||||||||||||||||||||||||
Capital expenditure(7)
|
(2,902
|
)
|
(1,242
|
)
|
—
|
—
|
(4,144
|
)
|
—
|
(4,144
|
)
|
December 31, 2019
|
||||||||||||||||||||||||||||
(in thousands of $)
|
FSRU(1)
|
LNG Carrier
|
FLNG(2)
|
Unallocated(3)
|
Total
Segment
Reporting
|
Elimination(4)
|
Consolidated
Reporting
|
|||||||||||||||||||||
Statement of operations:
|
||||||||||||||||||||||||||||
Total operating revenues
|
240,695
|
58,957
|
104,073
|
—
|
403,725
|
(104,073
|
)
|
299,652
|
||||||||||||||||||||
Vessel operating expenses
|
(40,978
|
)
|
(19,980
|
)
|
(23,042
|
)
|
—
|
(84,000
|
)
|
23,042
|
(60,958
|
)
|
||||||||||||||||
Voyage and commission expenses
|
(4,467
|
)
|
(3,181
|
)
|
(230
|
)
|
—
|
(7,878
|
)
|
230
|
(7,648
|
)
|
||||||||||||||||
Administrative expenses(5)
|
(8,090
|
)
|
(5,322
|
)
|
(1,093
|
)
|
—
|
(14,505
|
)
|
1,093
|
(13,412
|
)
|
||||||||||||||||
Amount invoiced under sales-type lease(6)
|
11,500
|
—
|
—
|
—
|
11,500
|
(11,500
|
)
|
—
|
||||||||||||||||||||
Adjusted EBITDA
|
198,660
|
30,474
|
79,708
|
—
|
308,842
|
(91,208
|
)
|
217,634
|
||||||||||||||||||||
Balance sheet:
|
||||||||||||||||||||||||||||
Total assets (7)
|
1,079,369
|
510,558
|
193,270
|
322,415
|
2,105,612
|
—
|
2,105,612
|
|||||||||||||||||||||
Other segmental financial information:
|
||||||||||||||||||||||||||||
Capital expenditure(7)
|
(13,465
|
)
|
(15
|
)
|
—
|
—
|
(13,480
|
)
|
—
|
(13,480
|
)
|
December 31, 2018
|
||||||||||||||||||||||||||||
(in thousands of $)
|
FSRU
|
LNG Carrier
|
FLNG(2)
|
Unallocated(3)
|
Total Segment Reporting
|
Elimination(4)
|
Consolidated Reporting
|
|||||||||||||||||||||
Statement of operations:
|
||||||||||||||||||||||||||||
Total operating revenues
|
294,889
|
51,761
|
49,754
|
—
|
396,404
|
(49,754
|
)
|
346,650
|
||||||||||||||||||||
Vessel operating expenses
|
(42,736
|
)
|
(22,511
|
)
|
(9,834
|
)
|
—
|
(75,081
|
)
|
9,834
|
(65,247
|
)
|
||||||||||||||||
Voyage and commission expenses
|
(7,138
|
)
|
(4,084
|
)
|
(434
|
)
|
—
|
(11,656
|
)
|
434
|
(11,222
|
)
|
||||||||||||||||
Administrative expenses(5)
|
(9,384
|
)
|
(5,425
|
)
|
(1,306
|
)
|
—
|
(16,115
|
)
|
1,306
|
(14,809
|
)
|
||||||||||||||||
Adjusted EBITDA
|
235,631
|
19,741
|
38,180
|
—
|
293,552
|
(38,180
|
)
|
255,372
|
||||||||||||||||||||
Balance sheet:
|
||||||||||||||||||||||||||||
Total assets (7)
|
1,115,663
|
534,805
|
206,180
|
384,169
|
2,240,817
|
—
|
2,240,817
|
|||||||||||||||||||||
Other segmental financial information:
|
||||||||||||||||||||||||||||
Capital expenditure (7)
|
(28,307
|
)
|
(13,894
|
)
|
—
|
—
|
(42,201
|
)
|
—
|
(42,201
|
)
|
(in thousands of $)
|
Segment
|
2020
|
2019
|
2018
|
|||||||||||||||||||||
PTNR
|
FSRU
|
68,196
|
24
|
%
|
68,089
|
23
|
%
|
68,474
|
17
|
%
|
|||||||||||||||
Petrobras
|
FSRU
|
64,841
|
23
|
%
|
64,368
|
21
|
%
|
63,098
|
16
|
%
|
|||||||||||||||
Jordan
|
FSRU
|
55,639
|
20
|
%
|
57,535
|
19
|
%
|
57,337
|
14
|
%
|
|||||||||||||||
KNPC
|
FSRU
|
32,708
|
11
|
%
|
40,379
|
13
|
%
|
48,093
|
12
|
%
|
|||||||||||||||
Dubai Supply Authority
|
FSRU
|
—
|
—
|
—
|
—
|
|
56,823
|
14
|
%
|
Revenues (in thousands of $)
|
2020
|
2019
|
2018
|
|||||||||
Indonesia
|
68,196
|
68,089
|
68,474
|
|||||||||
Brazil
|
64,841
|
64,368
|
63,098
|
|||||||||
Jordan
|
55,639
|
57,535
|
57,337
|
|||||||||
Kuwait
|
32,708
|
40,379
|
48,093
|
|||||||||
United Arab Emirates
|
—
|
—
|
56,823
|
Fixed assets (in thousands of $)
|
2020
|
2019
|
||||||
Jordan
|
247,776
|
254,881
|
||||||
Kuwait
|
257,498
|
262,530
|
||||||
Brazil
|
194,129
|
203,889
|
||||||
Indonesia
|
134,940
|
149,247
|
(in thousands of $)
|
2020
|
2019
|
2018
|
|||||||||
Mark-to-market (losses)/gains for interest rate swap derivatives
|
(35,306
|
)
|
(43,746
|
)
|
(1,455
|
)
|
||||||
Interest income/(expense) on un-designated interest rate swaps
|
(16,616
|
)
|
4,950
|
2,161
|
||||||||
Mark-to-market adjustment on Earn-Out Units (1)
|
—
|
—
|
7,400
|
|||||||||
(Losses)/gains on derivative instruments, net
|
(51,922
|
)
|
(38,796
|
)
|
8,106
|
|||||||
Foreign exchange (losses)/gains on finance lease obligations and related restricted cash
|
(71
|
)
|
(941
|
)
|
1,105
|
|||||||
Amortization of Partnership guarantee (note 25)
|
1,772
|
2,065
|
503
|
|||||||||
Financing arrangement fees and other costs
|
(441
|
)
|
(531
|
)
|
(1,363
|
)
|
||||||
Foreign exchange gains/(losses) on operations
|
(260
|
)
|
82
|
(837
|
)
|
|||||||
Other financial items, net
|
1,000
|
675
|
(592
|
)
|
(1)
|
This relates to the mark-to-market movement on the Earn-Out Units issued in connection with the IDR reset transaction in October 2016 which were recognized as a derivative liability in our consolidated
balance sheets. In October 2018, we declared a reduced quarterly distribution of $0.4042 per common unit. Consequently, the second tranche of Earn-Out Units was not issued. Accordingly, we recognized a $nil valuation on the Earn-Out
Units derivatives as of December 31, 2018, resulting in a mark-to-market gain related to the Earn-Out Units. See notes 28 and 29.
|
(in thousands of $)
|
2020
|
2019
|
2018
|
|||||||||
Current tax expense
|
14,653
|
14,342
|
15,737
|
|||||||||
Deferred tax expense
|
2,114
|
3,620
|
1,728
|
|||||||||
Total income tax expense
|
16,767
|
17,962
|
17,465
|
(In thousands of $)
|
2020
|
2019
|
2018
|
|||||||||
Effect of taxable income in various countries
|
15,590
|
18,023
|
16,342
|
|||||||||
Effect of change on uncertain tax positions
|
1,177
|
(61
|
)
|
1,329
|
||||||||
Effect of recognition of deferred tax asset
|
—
|
—
|
(206
|
)
|
||||||||
Total tax expense
|
16,767
|
17,962
|
17,465
|
(in thousands of $)
|
2020
|
2019
|
||||||
At January 1
|
||||||||
Deferred tax assets
|
—
|
103
|
||||||
Deferred tax liabilities (note 23)
|
(10,643
|
)
|
(7,126
|
)
|
||||
(10,643
|
)
|
(7,023
|
)
|
|||||
Recognized in the year
|
||||||||
Adjustment in respect of prior year
|
—
|
(1,537
|
)
|
|||||
Recognition of deferred tax liability on fixed asset temporary differences
|
(2,114
|
)
|
(2,083
|
)
|
||||
(2,114
|
)
|
(3,620
|
)
|
|||||
At December 31
|
||||||||
Deferred tax assets
|
—
|
—
|
||||||
Deferred tax liabilities (note 23)
|
(12,757
|
)
|
(10,643
|
)
|
||||
(12,757
|
)
|
(10,643
|
)
|
Year ending December 31,
(in thousands of $)
|
Total
|
|||
2021
|
266,522
|
|||
2022
|
229,890
|
|||
2023
|
137,300
|
|||
2024
|
109,944
|
|||
2025 and thereafter
|
25,961
|
|||
Total
|
769,617
|
(in thousands of $)
|
|
2020 |
|
2019 | ||||
Operating lease income
|
274,924
|
291,806
|
||||||
Variable lease income (1)
|
1,665
|
2,148
|
||||||
Total operating lease income
|
276,589
|
293,954
|
(in thousands of $)
|
|
2020 |
|
2019 | ||||
Equity in net assets of affiliate at January 1,
|
193,270
|
206,180
|
||||||
Dividends
|
(19,438
|
)
|
(17,450
|
)
|
||||
Equity in net earnings of affiliate
|
11,730
|
4,540
|
||||||
Equity in net assets of affiliate at December 31
|
185,562
|
193,270
|
Percentage ownership interest
|
|
Hilli Common Units
|
|
The Partnership
|
50.0%
|
Golar
|
44.6%
|
Keppel
|
5.0%
|
B&V
|
0.4%
|
• |
any cash received by Hilli Corp from revenue invoiced to the extent such revenue invoiced are based on tolling fees under the LTA relating to an increase in the Brent Crude price above $60 per barrel; less
|
• |
any incremental tax expense arising from or related to any cash receipts referred to in the bullet point above; less
|
• |
the pro-rata portion of any costs that may arise as a result of the underperformance of the Hilli (“Underperformance Costs”) incurred by Hilli Corp during such quarter.
|
• |
the cash receipts from revenues invoiced by Hilli Corp as a direct result of the employment of more than the first 50% of LNG production capacity for the Hilli, before deducting any
Underperformance Costs (unless the incremental capacity above the first 50% is supplied under the terms of the LTA and the term of the LTA is not expanded beyond 500 billion cubic feet of feed gas), excluding, for the avoidance of doubt,
any Incremental Perenco Revenues; less
|
• |
any incremental costs whatsoever, including but not limited to operating expenses, capital costs, financing costs and tax costs, arising as a result of employing and making available more than the first 50% of LNG production capacity
for the Hilli; less
|
• |
any reduction in revenue attributable to the first 50% of LNG production capacity availability as a result of making more than 50% of capacity available under the LTA (including, but not limited to, for example, as a result of a
tolling fee rate reduction as contemplated in the LTA); less
|
• |
the pro-rata share of Underperformance Costs incurred by Hilli Corp during such quarter.
|
(in thousands of $)
|
2020
|
2019
|
||||||
Balance sheet
|
||||||||
Current assets
|
56,481
|
54,000
|
||||||
Non-current assets
|
1,203,805
|
1,300,065
|
||||||
Current liabilities
|
(32,337
|
)
|
(45,106
|
)
|
||||
Non-current liabilities
|
(845,658
|
)
|
(924,578
|
)
|
||||
Statement of operations
|
||||||||
Liquefaction services revenue
|
226,061
|
218,095
|
||||||
Net income
|
71,684
|
70,756
|
(in thousands of $)
|
2020
|
2019
|
||||||
Prepaid expenses
|
1,810
|
2,087
|
||||||
Indemnity amount receivables
|
17,325
|
8,200
|
||||||
Other receivables
|
1,797
|
1,607
|
||||||
20,932
|
11,894
|
2020
|
||||||||||||||||
(in thousands of $)
|
Vessels
|
Drydocking
expenditure
|
Mooring equipment
|
Total
|
||||||||||||
Cost
|
||||||||||||||||
As of January 1
|
1,941,948
|
47,228
|
37,826
|
2,027,002
|
||||||||||||
Additions
|
3,013
|
1,131
|
—
|
4,144
|
||||||||||||
Write-off of fully depreciated and amortized asset
|
(1,691
|
)
|
(4,283
|
)
|
—
|
(5,974
|
)
|
|||||||||
As of December 31
|
1,943,270
|
44,076
|
37,826
|
2,025,172
|
||||||||||||
Depreciation and amortization
|
||||||||||||||||
As of January 1
|
(605,243
|
)
|
(24,929
|
)
|
(27,165
|
)
|
(657,337
|
)
|
||||||||
Charge for the year
|
(52,507
|
)
|
(9,549
|
)
|
(3,547
|
)
|
(65,603
|
)
|
||||||||
Write-off of fully depreciated and amortized asset
|
1,691
|
4,283
|
—
|
5,974
|
||||||||||||
As of December 31
|
(656,059
|
)
|
(30,195
|
)
|
(30,712
|
)
|
(716,966
|
)
|
||||||||
Net book value as of December 31
|
1,287,211
|
13,881
|
7,114
|
1,308,206
|
2019
|
||||||||||||||||
(in thousands of $)
|
Vessels
|
Drydocking
expenditure
|
Mooring
equipment
|
Total
|
||||||||||||
Cost
|
||||||||||||||||
As of January 1
|
2,143,388
|
65,088
|
37,826
|
2,246,302
|
||||||||||||
Additions
|
7,547
|
5,933
|
—
|
13,480
|
||||||||||||
Disposal (1)
|
(208,987
|
)
|
(17,430
|
)
|
—
|
(226,417
|
)
|
|||||||||
Write-off of fully depreciated and amortized asset
|
—
|
(6,363
|
)
|
(6,363
|
)
|
|||||||||||
As of December 31
|
1,941,948
|
47,228
|
37,826
|
2,027,002
|
||||||||||||
Depreciation and amortization
|
||||||||||||||||
As of January 1
|
(663,123
|
)
|
(23,804
|
)
|
(23,618
|
)
|
(710,545
|
)
|
||||||||
Charge for the year
|
(55,796
|
)
|
(8,282
|
)
|
(3,547
|
)
|
(67,625
|
)
|
||||||||
Disposal (1)
|
113,676
|
794
|
—
|
114,470
|
||||||||||||
Write-off of fully depreciated and amortized asset
|
—
|
6,363
|
—
|
6,363
|
||||||||||||
As of December 31
|
(605,243
|
)
|
(24,929
|
)
|
(27,165
|
)
|
(657,337
|
)
|
||||||||
Net book value as of December 31
|
1,336,705
|
22,299
|
10,661
|
1,369,665
|
Vessel
|
2020 Market value(1)
|
2020 Carrying value
|
Deficit
|
(in millions of $)
|
|||
Golar Winter
|
145.0
|
194.0
|
(49.0)
|
NR Satu
|
124.0
|
135.0
|
(11.0)
|
Methane Princess
|
45.0
|
103.0
|
(58.0)
|
Golar Maria
|
73.0
|
166.0
|
(93.0)
|
Golar Grand
|
71.0
|
98.0
|
(27.0)
|
Golar Mazo
|
54.0
|
120.0
|
(66.0)
|
Golar Igloo
|
231.0
|
258.0
|
(27.0)
|
2020
|
||||||||||||
(in thousands of $)
|
Vessel
|
Drydocking
expenditure
|
Total
|
|||||||||
Cost
|
||||||||||||
As of January 1, and December 31
|
163,231
|
11,280
|
174,511
|
|||||||||
Depreciation and amortization
|
||||||||||||
As of January 1
|
(63,447
|
)
|
(2,631
|
)
|
(66,078
|
)
|
||||||
Charge for the year
|
(3,643
|
)
|
(2,256
|
)
|
(5,899
|
)
|
||||||
As of December 31
|
(67,090
|
)
|
(4,887
|
)
|
(71,977
|
)
|
||||||
Net book value as of December 31
|
96,141
|
6,393
|
102,534
|
2019
|
||||||||||||
Vessel
|
Drydocking
expenditure
|
Total
|
||||||||||
Cost
|
||||||||||||
As of January 1, and December 31
|
163,231
|
11,280
|
174,511
|
|||||||||
Depreciation and amortization
|
||||||||||||
As of January 1
|
(59,425
|
)
|
(375
|
)
|
(59,800
|
)
|
||||||
Charge for the year
|
(4,022
|
)
|
(2,256
|
)
|
(6,278
|
)
|
||||||
As of December 31
|
(63,447
|
)
|
(2,631
|
)
|
(66,078
|
)
|
||||||
Net book value as at December 31
|
99,784
|
8,649
|
108,433
|
Year ending December 31,
(in thousands of $)
|
||||
2021
|
18,250
|
|||
2022
|
18,250
|
|||
2023
|
18,250
|
|||
2024
|
18,300
|
|||
2025 and thereafter
|
171,050
|
|||
Total minimum lease receivable
|
244,100
|
|||
Unguaranteed residual value
|
16,000
|
|||
Gross investment in sales-type lease
|
260,100
|
|||
Less: unearned interest income
|
(148,271
|
)
|
||
Expected credit loss allowance
|
(43
|
)
|
||
Investment in leased vessel, net
|
111,786
|
|||
Less: current portion of investment in leased vessel, net
|
(2,570
|
)
|
||
Non-current portion of investment in leased vessel, net
|
109,216
|
(in thousands of $)
|
2020
|
2019
|
||||||
Cost
|
||||||||
As of January 1
|
95,517
|
114,616
|
||||||
Write-off of fully amortized asset
|
—
|
(19,099
|
)
|
|||||
As of December 31
|
95,517
|
95,517
|
||||||
Depreciation, amortization and impairment
|
||||||||
As of January 1
|
(45,108
|
)
|
(54,247
|
)
|
||||
Charge for the year
|
(9,114
|
)
|
(9,960
|
)
|
||||
Write-off of fully amortized asset
|
—
|
19,099
|
||||||
As of December 31
|
(54,222
|
)
|
(45,108
|
)
|
||||
Net book value as of December 31
|
41,295
|
50,409
|
Year Ending December 31,
(in thousands of $)
|
||||
2021
|
9,114
|
|||
2022
|
9,114
|
|||
2023
|
9,114
|
|||
2024
|
9,114
|
|||
2025
|
4,839
|
|||
Total
|
41,295
|
(in thousands of $)
|
2020
|
2019
|
||||||
Methane Princess lease security deposits (note 22) (1)
|
118,455
|
114,676
|
||||||
Restricted cash relating to the $800 million facility (note 21) (2)
|
16,450
|
23,552
|
||||||
Restricted cash relating to our interest rate swaps (note 24)
|
29,440
|
14,810
|
||||||
Restricted cash relating to the NR Satu facility (notes 5 and 21)
|
8,723
|
9,543
|
||||||
Restricted cash relating to security deposits(3)
|
12,317
|
19,680
|
||||||
Total restricted cash
|
185,385
|
182,261
|
||||||
Less: current portion of restricted cash
|
(55,547
|
)
|
(46,333
|
)
|
||||
Non-current restricted cash
|
129,838
|
135,928
|
(in thousands of $)
|
2020
|
2019
|
||||||
Other non-current assets
|
746
|
1,494
|
||||||
Non-current prepayment (note 26)
|
3,443
|
—
|
||||||
Mark-to-market interest rate swaps valuation (note 24)
|
—
|
1,285
|
||||||
4,189
|
2,779
|
(in thousands of $)
|
2020
|
2019
|
||||||
Current tax payable
|
10,790
|
9,134
|
||||||
Interest expense
|
7,099
|
7,036
|
||||||
Vessel operating and drydocking expenses
|
5,678
|
6,503
|
||||||
Administrative expenses
|
1,590
|
778
|
||||||
25,157
|
23,451
|
(in thousands of $)
|
2020
|
2019
|
||||||
Mark-to-market interest rate swaps valuation (note 24)
|
70,188
|
36,167
|
||||||
Other creditors
|
16,064
|
7,910
|
||||||
Deferred revenue
|
9,949
|
7,720
|
||||||
Partnership Guarantee (note 25)
|
1,502
|
1,772
|
||||||
Preferred units dividend payable (note 28)
|
1,543
|
1,509
|
||||||
Deferred credits from finance lease transactions (note 23)
|
625
|
625
|
||||||
99,871
|
55,703
|
(in thousands of $)
|
2020
|
2019
|
||||||
Total debt, net of deferred finance charges
|
1,119,708
|
1,216,933
|
||||||
Less: Current portion of long-term debt, net of deferred finance charges
|
(702,962
|
)
|
(225,254
|
)
|
||||
Long-term debt, net of deferred finance charges
|
416,746
|
991,679
|
Year Ending December 31,
(in thousands of $)
|
||||
2021
|
706,885
|
|||
2022
|
277,434
|
|||
2023
|
12,819
|
|||
2024
|
12,836
|
|||
2025
|
114,910
|
|||
Total debt
|
1,124,884
|
|||
Less: deferred finance charges
|
(5,176
|
)
|
||
Total debt, net deferred finance charges
|
1,119,708
|
(in thousands of $)
|
2020
|
2019
|
Maturity date
|
|||||||||
2015 Norwegian Bonds (1)
|
142,552
|
150,000
|
2021
|
|||||||||
$800 million credit facility
|
516,000
|
568,000
|
2021
|
|||||||||
2017 Norwegian Bonds (1)
|
242,503
|
250,000
|
2022
|
|||||||||
NR Satu Facility
|
59,362
|
74,113
|
2022
|
|||||||||
Eskimo SPV debt (2)
|
164,467
|
180,831
|
2025
|
|||||||||
Total debt
|
1,124,884
|
1,222,944
|
• |
Equal installments of $5.0 million (at 100% of par value), commencing on September 30, 2020 and thereafter quarterly on each interest payment date up to and including the interest payment date in May 2021;
|
• |
Equal installments of $3.8 million (at 100% of the par value) on each quarterly interest payment date thereafter; and
|
• |
Repayment of the remaining amount at a price of 105% of the par value on November 22, 2021.
|
a. |
Equal installments of $5.0 million (at 100% of par value), commencing on September 30, 2020 and thereafter quarterly on each interest payment date up to and including the interest payment date in May 2021;
|
b. |
Equal installments of $6.3 million (at 100% of the par value) on the interest payment dates in August 2021 and November 2021;
|
c. |
Equal installments of $10.0 million (at 100% of the par value) from and including the interest payment date in February 2022 after the 2015 Norwegian Bonds have been redeemed in full and on each interest payment date thereafter; and
|
d. |
Repayment of the remaining amount at a price of 105% of the par value on November 15, 2022.
|
(in thousands of $)
|
2020
|
2019
|
||||||
Total obligation under finance lease
|
124,550
|
122,779
|
||||||
Less: current portion of obligation under finance lease
|
(2,521
|
)
|
(1,990
|
)
|
||||
Non-current portion of obligation under finance lease
|
122,029
|
120,789
|
Year ending December 31,
(in thousands of $)
|
Methane
Princess Lease
|
|||
2021
|
8,949
|
|||
2022
|
9,288
|
|||
2023
|
9,634
|
|||
2024
|
10,008
|
|||
2025 and thereafter
|
150,090
|
|||
Total minimum lease payments
|
187,969
|
|||
Less: Imputed interest
|
(63,419
|
)
|
||
Present value of minimum lease payments
|
124,550
|
(in thousands of $)
|
2020
|
2019
|
||||||
Deferred tax liability (note 8)
|
12,757
|
10,643
|
||||||
Partnership Guarantee (note 25)
|
5,001
|
6,504
|
||||||
Deferred credits from finance lease transactions
|
13,530
|
14,149
|
||||||
31,288
|
31,296
|
(in thousands of $)
|
2020
|
2019
|
||||||
Deferred credits from finance lease transactions
|
24,691
|
24,691
|
||||||
Less: Accumulated amortization
|
(10,536
|
)
|
(9,917
|
)
|
||||
14,155
|
14,774
|
|||||||
Current
|
625
|
625
|
||||||
Non-current
|
13,530
|
14,149
|
||||||
14,155
|
14,774
|
Instrument
(in thousands of $)
|
Year Ended
|
Notional Amount
|
Maturity
Dates
|
Fixed Interest
Rate
|
||||||||||
Interest rate swaps:
|
||||||||||||||
Receiving floating, pay fixed
|
December 31, 2020
|
1,233,771
|
2021
|
to
|
2026
|
1.12
|
%
|
to
|
2.90%
|
|||||
Receiving floating, pay fixed
|
December 31, 2019
|
1,557,834
|
2020
|
to
|
2026
|
1.12
|
%
|
to
|
2.90%
|
(in thousands of $)
|
Fair Value
Hierarchy
|
2020 Carrying
Value
|
2020 Fair
Value
|
2019 Carrying
Value
|
2019 Fair
Value
|
|||||||||
Non-Derivatives:
|
||||||||||||||
Cash and cash equivalents
|
Level 1
|
48,783
|
48,783
|
47,661
|
47,661
|
|||||||||
Restricted cash and short-term deposits
|
Level 1
|
185,385
|
185,385
|
182,261
|
182,261
|
|||||||||
2015 and 2017 Norwegian Bonds(1)
|
Level 1
|
385,055
|
309,032
|
400,000
|
394,715
|
|||||||||
Long-term debt—floating(2)
|
Level 2
|
739,829
|
739,829
|
822,944
|
822,944
|
|||||||||
Obligation under finance lease(2)
|
Level 2
|
124,550
|
124,550
|
122,779
|
122,779
|
|||||||||
Derivatives:
|
||||||||||||||
Interest rate swaps asset(3)(4)
|
Level 2
|
—
|
—
|
1,285
|
1,285
|
|||||||||
Interest rate swaps liability(3)(4)
|
Level 2
|
70,188
|
70,188
|
36,167
|
36,167
|
1. |
This pertains to the 2015 Norwegian Bonds and 2017 Norwegian Bonds with a carrying value of $385.1 million as of December 31, 2020 (2019: $400.0 million), which includes the premium payable at maturity accreted up to balance sheet date
using the effective interest method over the instrument term of $5.0 million. This is included under long-term debt on our consolidated balance sheets. The fair value of the bonds as of December 31, 2020 was $309.0 million (2019: $394.7
million), which represents 80.3% of their face value (2019: 98.7%).
|
2. |
Our short-term and long-term debt and finance lease obligation are recorded at amortized cost in the consolidated balance sheets. Debt is presented in the above table, gross of deferred financing cost of $5.2 million as of December 31,
2020 (2019: $6.0 million).
|
3. |
Derivative liabilities are presented within other current liabilities and derivative assets are presented within other current and non-current assets on the consolidated balance sheets.
|
4. |
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.
|
• |
the carrying values of trade accounts receivable, accounts payable, accrued liabilities and working capital facilities approximate fair values because of the short-term maturity of these instruments.
|
• |
the carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value.
|
• |
the estimated fair value for restricted cash and short-term deposits is considered to be equal to the carrying value since they are placed for periods of less than six months. The estimated fair value for long-term restricted cash is
considered to be equal to the carrying value since it bears variable interest rates which are reset on a quarterly basis.
|
• |
the estimated fair value of our 2015 Norwegian Bonds and 2017 Norwegian Bonds, are based on the quoted market price as of the balance sheet date.
|
• |
the estimated fair value of our floating long-term debt is considered to be equal to the carrying value since it bears variable interest rates, which are reset on a quarterly basis.
|
• |
the estimated fair value of long-term obligations under finance lease is considered to be equal to the carrying value since it bears interest at a variable interest rate, which is reset on a quarterly basis.
|
December 31, 2020
|
December 31, 2019
|
|||||||||||||||||||||||
(in thousands of $)
|
Gross amounts
presented in the
consolidated
balance sheets
|
Gross amounts
not offset in the
consolidated
balance sheets
subject to netting agreements
|
Net amount
|
Gross amounts
presented in the
consolidated
balance sheets
|
Gross amounts
not offset in the
consolidated
balance sheets
subject to
netting agreements
|
Net amount
|
||||||||||||||||||
Total asset derivatives
|
—
|
—
|
—
|
1,285
|
(1,029
|
)
|
256
|
|||||||||||||||||
Total liability derivatives
|
70,188
|
—
|
70,188
|
36,167
|
(1,029
|
)
|
35,138
|
(in thousands of $)
|
2020
|
2019
|
2018
|
|||||||||
Transactions with Golar and affiliates:
|
||||||||||||
Management and administrative services fees (a)
|
(8,525
|
)
|
(9,645
|
)
|
(9,809
|
)
|
||||||
Ship management fees (b)
|
(5,263
|
)
|
(4,460
|
)
|
(5,200
|
)
|
||||||
Interest expense on short-term loans (c)
|
(317
|
)
|
(109
|
)
|
—
|
|||||||
Income on deposits paid to Golar (d)
|
—
|
—
|
4,779
|
|||||||||
Distributions from/(to) Golar, net (e)
|
8,897
|
(19,291
|
)
|
(42,842
|
)
|
(in thousands of $)
|
2020
|
2019
|
||||||
Balances due from Golar and its affiliates (c)
|
1,164
|
2,845
|
||||||
Methane Princess lease security deposit due (to)/from Golar (f)
|
(360
|
)
|
2,253
|
|||||
804
|
5,098
|
• |
to what extent we and Golar may compete with each other;
|
• |
certain rights of first offer on certain FSRUs and LNG carriers operating under charters for five or more years; and
|
• |
the provision of certain indemnities to us by Golar.
|
• |
free liquid assets of at least $30 million throughout the Hilli Facility period;
|
• |
a maximum net debt to EBITDA ratio for the previous 12 months of 6.5:1; and
|
• |
a consolidated tangible net worth of $123.95 million.
|
(in thousands of $)
|
2020
|
2019
|
||||||
Carrying value of vessels and equipment secured against long-term loans and finance leases
|
1,290,769
|
1,350,301
|
||||||
Carrying value of investment in leased vessel, net secured against long-term loans and finance leases
|
111,786
|
114,137
|
||||||
1,402,555
|
1,464,438
|
2017
|
||||
Risk free interest rate
|
1.5
|
%
|
||
Expected volatility of common units(1)
|
44.8
|
%
|
||
Expected dividend yield(2)
|
0.0
|
%
|
||
Expected life of options (in years)
|
5.0 years
|
(in thousands of $, except per unit data)
|
Units
(in '000s)
|
Weighted average
exercise price
|
Weighted average remaining contractual term
(years)
|
|||||||||
Options outstanding at December 31, 2019 and 2018
|
99
|
$
|
14.49
|
1.9
|
||||||||
Forfeited during the year
|
(79
|
)
|
14.49
|
|||||||||
Options outstanding at December 31, 2020
|
20
|
$
|
14.49
|
0.9
|
Options exercisable at:
|
||||||||||||
December 31, 2020
|
20
|
14.49
|
0.9
|
|||||||||
December 31, 2019
|
99
|
$
|
14.49
|
1.9
|
Year ended December 31
|
||||||||||||
(in thousands of $)
|
2020
|
2019
|
2018
|
|||||||||
Fair value of unit options which fully vested in the year
|
—
|
233
|
233
|
|||||||||
Compensation cost recognized in the consolidated statement of operations
|
—
|
207
|
234
|
Units
(in '000s)
|
Weighted average grant date fair value per unit
|
Weighted average remaining contractual term
(years)
|
||||||||||
Granted during the year
|
71
|
$
|
3.36
|
|||||||||
Forfeited during the year
|
(12
|
)
|
3.36
|
|||||||||
Options outstanding at December 31, 2020
|
59
|
$
|
3.36
|
2.2
|
• |
Common units. Common units represent limited partner interests in us. Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, if at any
time, any person or group owns beneficially more than 4.9% or more of any class of units outstanding, any such units owned by that person or group in excess of 4.9% may not be voted (except for purposes of nominating a person for election
to our Board). The voting rights of any such common unitholder in excess of 4.9% will effectively be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of such class of units. The General
Partner, its affiliates and persons who acquired common units with the prior approval of the Board will not be subject to this 4.9% limit except with respect to voting their common units in the election of the four elected directors.
|
• |
General partner units. There is a limitation on the transferability of the general partner interest such that the General Partner may not transfer all or any part of its general partner
interest to another person (except to an affiliate of the General Partner or another entity as part of the merger or consolidation of the General Partner with or into another entity or the transfer by the General Partner of all or
substantially all of its assets to another entity) prior to March 31, 2021 without the approval of the holders of at least a majority of the outstanding common units, excluding common units held by the General Partner and its affiliates.
The general partner units are not entitled to vote in the election of the four elected directors. However, subject to the rights of the holders of Series A Preferred Units in certain instances, the General Partner in its sole discretion
appoints three of the seven members of the Board.
|
• |
IDRs. The IDRs are non-voting and represent rights to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly
distribution and the target distribution levels have been achieved (see note 29). Pursuant to the partnership agreement, the IDRs are transferable without unitholder approval.
|
• |
Series A Preferred Units. The Series A Preferred Units represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for payment of a principal amount at
a particular date. Series A Preferred Units have the voting rights described below under “Series A Preferred Units”. The Series A Preferred Units have preferential distribution rights to our common units and rank junior to all of our
indebtedness as set forth below.
|
(in units)
|
Preferred Units
|
Common Units
|
GP Units
|
|||||||||
December 31, 2017
|
5,520,000
|
69,768,261
|
1,423,843
|
|||||||||
January 2018 Common Unit ATM Program
|
—
|
617,969
|
12,548
|
|||||||||
During 2018 unit repurchase program
|
—
|
(930,866
|
)
|
—
|
||||||||
December 31, 2018
|
5,520,000
|
69,455,364
|
1,436,391
|
|||||||||
August 2019 unit repurchase program
|
—
|
(153,728
|
)
|
—
|
||||||||
December 31, 2019 and 2020
|
5,520,000
|
69,301,636
|
1,436,391
|
• |
senior to our common units and to each other class or series of limited partner interests or other equity securities established after the original issue date of the Series A Preferred Units that is not expressly made senior to or on
parity with the Series A Preferred Units as to the payment of distributions and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary (“Junior Securities”);
|
• |
pari passu with any class or series of limited partner interests or other equity securities established after the original issue date of the Series A Preferred Units with terms expressly providing that such class or series ranks on a
parity with the Series A Preferred Units as to the payment of distributions and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary (“Parity Securities”);
|
• |
junior to all of our indebtedness and other liabilities with respect to assets available to satisfy claims against us; and
|
• |
junior to each other class or series of limited partner interests or other equity securities expressly made senior to the Series A Preferred Units as to the payment of distributions and amounts payable upon liquidation, dissolution or
winding up, whether voluntary or involuntary (“Senior Securities”). The Series A Preferred Units have no conversion or exchange rights and are not subject to any pre-emptive rights.
|
(in thousands of $ except unit and per unit data)
|
2020
|
2019
|
2018
|
|||||||||
Common unitholders’ interest in net income
|
6,945
|
5,648
|
59,925
|
|||||||||
Less: distributions paid (1)
|
(5,600
|
)
|
(112,201
|
)
|
(137,335
|
)
|
||||||
Under/(over) distributed earnings
|
1,345
|
(106,553
|
)
|
(77,410
|
)
|
|||||||
Basic and diluted:
|
||||||||||||
Weighted average common units outstanding (in thousands)
|
69,302
|
69,397
|
69,944
|
|||||||||
Earnings per unit - Common unitholders:
|
||||||||||||
Basic and diluted
|
$
|
0.10
|
$
|
0.08
|
$
|
0.86
|
||||||
Cash distributions declared and paid in the period per common unit (2)
|
0.46
|
1.62
|
1.96
|
|||||||||
Subsequent event: Cash distributions declared and paid per common unit relating to the period (3)
|
0.02
|
0.40
|
0.40
|
Marginal Percentage Interest in Distributions
|
||||||||||||||||
Quarterly
Distribution Target
Amount (per unit)
|
Common
Unitholders
|
General
Partner
|
Holders of
IDRs
|
|||||||||||||
Minimum Quarterly Distribution
|
$
|
0.5775
|
98
|
%
|
2
|
%
|
—
|
|||||||||
First Target Distribution
|
up to $0.6641
|
98
|
%
|
2
|
%
|
—
|
||||||||||
Second Target Distribution
|
above $0.6641
up to $0.7219
|
85
|
%
|
2
|
%
|
13
|
%
|
|||||||||
Third Target Distribution
|
above $0.7219
up to $0.8663
|
75
|
%
|
2
|
%
|
23
|
%
|
|||||||||
Thereafter
|
above $0.8663
|
50
|
%
|
2
|
%
|
48
|
%
|
• |
each common unit that is issued and outstanding as of immediately prior to the Effective Time will (i) be converted into the right to receive $3.55 in cash (the "Common Unit Consideration"), (ii) no longer be outstanding and (iii)
automatically be cancelled and cease to exist;
|
• |
each of the incentive distribution rights of the Partnership will be cancelled and cease to exist, and no consideration shall be delivered in respect thereof;
|
• |
each Series A Preferred Unit of the Partnership issued and outstanding immediately prior to the Effective Time will be unchanged and will remain outstanding, and no consideration shall be delivered in respect thereof;
|
• |
each outstanding unit representing a general partner interest in the Partnership that is issued and outstanding immediately prior to the Effective Time will remain issued and outstanding immediately following the Effective Time;
|
• |
each outstanding option to purchase common units granted pursuant to the Partnership’s long-term incentive plan (each, a “Partnership Option”), whether or not vested, will automatically be vested, cancelled and converted into the right
to receive an amount in cash equal to the product of (i) the excess, if any, of the Common Unit Consideration over the applicable exercise price per common unit of such Partnership Option and (ii) the number of common units subject to
such Partnership Option. Any Partnership Option which has a per common unit exercise price that is greater than or equal to the Common Unit Consideration will be cancelled at the Effective Time for no consideration or payment; and
|
• |
each award of notional common units granted pursuant to the Partnership’s long-term incentive plan (each a "Partnership Phantom Unit"), whether or not vested, will automatically be vested, cancelled and converted into the right to
receive an amount in cash equal to the product of (i) the Common Unit Consideration and (ii) the number of common units subject to such Partnership Phantom Unit.
|