Table of Contents
(Mark One)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report _________________
Commission file number 001- 35123
GOLAR LNG PARTNERS LP
(Exact name of Registrant as specified in its charter)
Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)
2nd Floor, S.E. Pearman Building
9 Par-la-Ville Road
Hamilton, HM 08, Bermuda
(Address of principal executive offices)
Graham Robjohns
2nd Floor, S.E. Pearman Building
9 Par-la-Ville Road
Hamilton, HM 08, Bermuda
Telephone: +1 (441) 295-4705
(Name, Telephone, Email and/or Facsimile Number and Address of the Company Contact Person)
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Common units representing limited partner interests
Name of each exchange on which registered
Nasdaq Global Market
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the
period covered by the annual report.
45,663,096 Common Units representing limited partner interests
15,949,831 Subordinated Units representing limited partner interests
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this
filing:
U.S. GAAP
International Financial Reporting Standards as issued
by the International Accounting Standards Board
Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17
Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes
No
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GOLAR LNG PARTNERS LP
INDEX TO REPORT ON FORM 20-F
Part I
Item 1.
Item 2.
Item 3.
A.
B.
C.
D.
Identity of Directors, Senior Management and Advisers
Offer Statistics and Expected Timetable
Key Information
Selected Financial Data
Capitalization and Indebtedness
Reasons for the Offer and Use of Proceeds
Risk Factors
Item 4.
Information on the Partnership
A.
B.
C.
D.
History and Development of the Partnership
Business Overview
Organizational Structure
Property, Plants and Equipment
Item 4A.
Unresolved Staff Comments
Item 5.
Operating and Financial Review and Prospects
A.
B.
C.
D.
E.
F.
G.
Operating Results
Liquidity and Capital Resources
Research and Development
Trend Information
Off-Balance Sheet Arrangements
Tabular Disclosure of Contractual Obligations
Safe Harbor
Item 6.
Directors, Senior Management and Employees
A.
B.
C.
D.
E.
Directors and Senior Management
Compensation
Board Practices
Employees
Unit Ownership
Item 7.
Major Unitholders and Related Party Transactions
A.
B.
C.
Major Unitholders
Related Party Transactions
Interests of Experts and Counsel
Item 8.
Financial Information
A.
B.
Consolidated Statements and Other Financial Information
Significant Changes
Item 9.
The Offer and Listing
Item 10.
Additional Information
A.
B.
C.
D.
E.
F.
Share Capital
Memorandum and Articles of Association
Material Contracts
Exchange Controls
Taxation
Dividends and Paying Agents
1
1
1
1
1
4
4
4
31
31
32
62
63
63
63
70
76
93
93
93
93
94
94
94
96
97
98
98
98
99
99
106
106
106
109
109
110
110
110
110
112
112
118
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G.
H.
I.
Statements by Experts
Documents on Display
Subsidiary Information
Item 11.
Item 12.
Part II
Quantitative and Qualitative Disclosures About Market Risk
Description of Securities Other than Equity Securities
Item 13.
Defaults, Dividend Arrearages and Delinquencies
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Item 15.
Controls and Procedures
Item 16.
[Reserved]
Item 16A. Audit Committee Financial Expert
Item 16B. Code of Ethics
Item 16C. Principal Accountant Fees and Services
Item 16D. Exemptions from the Listing Standards for Audit Committees
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Item 16F. Change in Registrants’ Certifying Accountant
Item 16G. Corporate Governance
Item 16H. Mine Safety Disclosure
Part III
Item 17.
Item 18.
Item 19.
Financial Statements
Financial Statements
Exhibits
SIGNATURES
118
118
118
119
120
121
121
121
121
122
122
122
122
123
123
123
123
123
124
124
124
124
128
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Presentation of Information in this Annual Report
This Annual Report on Form 20-F for the year ended December 31, 2014, or the Annual Report, should be read in
conjunction with the consolidated and combined financial statements and accompanying notes included in this report. Unless the
context otherwise requires, references in this Annual Report to "Golar LNG Partners LP," "Golar LNG Partners," the "Partnership,"
"we," "our," "us" or similar terms refer to Golar LNG Partners LP, a Marshall Islands limited partnership, or any one or more
of its subsidiaries, or to all of such entities, and, for periods prior to our initial public offering (or our IPO) on April 13, 2011,
our Combined Entity. References to our "Combined Entity" refer to the subsidiaries of Golar LNG Limited that had interests in
the vessels in our initial fleet prior to our initial public offering. References in this Annual Report to "our general partner" refer
to Golar GP LLC, the general partner of the Partnership. References in this Annual Report to "Golar" refer, depending on the
context, to Golar LNG Limited (NasdaqGS: GLNG) and to any one or more of its direct and indirect subsidiaries, including Golar
LNG Energy Limited or Golar Energy and to Golar Management Limited (or Golar Management). References in this Annual
Report to Golar Wilhelmsen refer to Golar Wilhelmsen AS, a company that is jointly controlled by both Golar and Wilhelmsen
Ship Management (Norway) AS.
References in this Annual Report to our "initial fleet" refer to the Golar Winter, the Golar Spirit, the Golar Mazo and the
Methane Princess, all of which were contributed to us at or prior to our initial public offering. References to our "Dropdown
Predecessor" refer to the Golar Freeze, the Nusantara Regas Satu (or the NR Satu) and the Golar Grand, which we acquired
subsequent to our initial public offering. In this Annual Report, we refer to the vessels in our initial fleet, the Dropdown Predecessor,
the Golar Maria, the Golar Igloo and the Golar Eskimo, collectively, as our "current fleet".
Cautionary Statement Regarding Forward Looking Statements
This Annual Report contains certain forward-looking statements concerning future events and our operations, performance
and financial condition, including, in particular, the likelihood of our success in developing and expanding our business. Statements
that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,” “will,” “may,” “potential,” “should,” and similar
expressions are forward-looking statements. These forward-looking statements reflect management’s current views only as of
the date of this Annual Report and are not intended to give any assurance as to future results. As a result, unitholders are cautioned
not to rely on any forward-looking statements.
Forward-looking statements appear in a number of places in this Annual Report and include statements with respect to,
among other things:
• market trends in the floating storage regasification unit (or FSRU), liquefied natural gas (or LNG) carrier and floating
liquefied natural gas vessel (or FLNGV) industries, including charter rates, factors affecting supply and demand,
and opportunities for the profitable operations of FSRUs, LNG carriers and FLNGVs;
•
•
•
•
•
•
•
•
•
•
•
•
•
our and Golar’s ability to retrofit vessels as FSRUs or FLNGVs and the timing of the delivery and acceptance of
any such retrofitted vessels by their respective charterers;
our ability to increase distributions and the amount of any such increase;
our ability to integrate and realize the expected benefits from acquisitions, such as our recent acquisition of the Golar
Eskimo;
our estimates of annual contracted revenues that may be generated by the acquisition of the Golar Eskimo;
our anticipated growth strategies;
the effect of a worldwide economic slowdown;
turmoil in the global financial markets;
fluctuations in currencies and interest rates;
general market conditions, including fluctuations in charter hire rates and vessel values;
changes in our operating expenses, including drydocking and insurance costs and bunker prices;
forecasts of our ability to make cash distributions on the units or any increases in our cash distributions;
our future financial condition or results of operations and our future revenues and expenses;
the repayment of debt and settling of interest rate swaps;
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our ability to make additional borrowings and to access debt and equity markets;
planned capital expenditures and availability of capital resources to fund capital expenditures;
the exercise of purchase options by our charterers;
our ability to maintain long-term relationships with major LNG traders;
our ability to leverage Golar’s relationships and reputation in the shipping industry;
our ability to purchase vessels from Golar in the future;
our continued ability to enter into long-term time charters, including charters for floating storage and regasification
projects;
our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels no longer under
long-term time charter;
timely purchases and deliveries of newbuilding vessels;
future purchase prices of newbuildings and secondhand vessels;
our ability to compete successfully for future chartering and newbuilding opportunities;
acceptance of a vessel by its charterer;
termination dates and extensions of charters;
the expected cost of, and our ability to comply with, governmental regulations, maritime self-regulatory organization
standards, as well as standard regulations imposed by our charterers applicable to our business;
availability of skilled labor, vessel crews and management;
our general and administrative expenses and our fees and expenses payable under the fleet management agreements
and the management and administrative services agreement;
the anticipated taxation of our partnership and distributions to our unitholders;
estimated future maintenance and replacement capital expenditures;
our ability to retain key employees;
customers’ increasing emphasis on environmental and safety concerns;
potential liability from any pending or future litigation;
potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists;
future sales of our common units in the public market;
our business strategy and other plans and objectives for future operations; and
other factors detailed in this Annual Report and from time to time in our periodic reports.
Forward-looking statements in this Annual Report are estimates reflecting the judgment of management and involve
known and unknown risks and uncertainties. These forward-looking statements are based upon a number of assumptions and
estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual
results may differ materially from those expressed or implied by such forward-looking statements. Accordingly, these forward-
looking statements should be considered in light of various important factors, including those set forth in this Annual Report under
the heading “Item 3—Key Information—Risk Factors.”
We do not intend to revise any forward-looking statements in order to reflect any change in our expectations or events
or circumstances that may subsequently arise. We make no prediction or statement about the performance of our common units.
The various disclosures included in this Annual Report and in our other filings made with the Securities and Exchange Commission
(or the SEC) that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results
of operations should be carefully reviewed and considered.
Table of Contents
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. Selected Financial Data
The following table presents, in each case for the periods and as of the dates indicated, our selected consolidated and
combined financial and operating data, which includes, for periods prior to the completion of our IPO, on April 13, 2011, the
Combined Entity. The transfers and contributions of the subsidiaries that had interests in the vessels in our initial fleet were deemed
to be a reorganization of entities under common control. As a result, we have recorded these transactions at Golar’s historical
book values.
In October 2011 and July 2012, we acquired from Golar interests in subsidiaries that own and operate the FSRUs, the
Golar Freeze and the NR Satu, respectively. In addition, in November 2012, we acquired from Golar interests in subsidiaries that
leased and operate the LNG carrier, the Golar Grand. These transactions were also deemed to be a reorganization of entities under
common control.
From the time of our first annual general meeting in December 2012, four of the seven members of our board became
electable by the common unitholders and because Golar no longer has the power to control our board of directors, we are no longer
considered to be under common control with Golar. Consequently, since December 13, 2012, we no longer account for vessel
acquisitions from Golar as transfers of equity interests between entities under common control.
In February 2013 and March 2014, we acquired from Golar 100% interests in the subsidiaries that own and operate the
LNG carrier, the Golar Maria, and the FSRU, the Golar Igloo, respectively, each of which we accounted for as an acquisition of
a business. Accordingly, the results of the Golar Maria and the Golar Igloo are consolidated into our results from the respective
dates of their acquisition. There has been no retroactive restatement of our financial statements to reflect the historical results of
the Golar Maria and the Golar Igloo prior to their acquisitions.
The consolidated and combined financial data of Golar Partners as of December 31, 2014 and 2013 and for the years
ended December 31, 2014, 2013 and 2012 are derived from the audited consolidated and combined carve-out financial statements
of Golar Partners, prepared in accordance with U.S. GAAP, which are included elsewhere in this Annual Report.
The following financial data should be read in conjunction with “Item 5—Operating and Financial Review and Prospects”
and our historical consolidated and combined carve-out financial statements and the notes thereto included elsewhere in this Annual
Report.
Our financial position, results of operations and cash flows could differ from those that would have resulted if we operated
autonomously or as an entity independent of Golar in the periods prior to our IPO for which historical financial data are presented
below, and such data may not be indicative of our future operating results or financial performance.
1
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Statement of Operations Data:
Total operating revenues
Vessel operating expenses(1)
Voyage and commission expenses(2)
Administrative expenses
Depreciation and amortization
Impairment of long-term assets
Total operating expenses
Operating income
Interest income
Interest expense
Other financial items, net
Income before income taxes
Income taxes
Net income
Net income attributable to non-controlling interest(5)
Net income attributable to Golar LNG Partners
owners
Earnings Per Unit (Basic and Diluted)
Common units
Cash distributions declared and paid per unit
Balance Sheet Data (at end of period):
Cash and cash equivalents
Restricted cash and short-term investments(3)
Long-term restricted cash(3)
Vessels and equipment, net
Vessels under capital lease, net(4)
Total assets
$
$
$
Current portion of obligations under capital leases
Long-term debt
Long-term obligations under capital leases(4)
Non-controlling interest(5)
Owner’s and Dropdown Predecessor equity(6)
Partner’s capital
Number of units issued and outstanding:
Common units
Subordinated units
Cash Flow Data:
2014
2013
2012
2011
2010
Year Ended December 31,
(in thousands except for unit data)
$
396,026
$
329,190
$
286,630
$
225,452
$
205,808
52,390
5,239
5,194
66,336
—
129,159
200,031
1,097
(43,195)
(1,661)
156,272
(5,453)
150,819
(9,523)
141,296
2.31
2.05
$
$
45,474
4,471
7,269
51,167
—
108,381
178,249
1,797
(38,090)
(5,389)
136,567
(9,426)
127,141
(10,723)
116,418
2.08
1.78
$
$
39,212
785
8,235
45,316
—
93,548
131,904
1,640
(19,581)
(18,521)
95,442
(45)
95,397
(9,863)
85,534
1.89
0.73
$
$
103,100
$
66,327
$
49,218
$
59,191
6,048
5,757
80,574
—
151,570
244,456
1,131
(43,781)
(22,118)
179,688
5,047
184,735
(10,581)
174,154
2.47
2.14
98,998
25,831
146,552
$
$
38,516
6,343
7,457
43,106
1,500
96,922
108,886
3,998
(20,300)
(27,855)
64,729
(1,212)
63,517
(9,250)
54,267
1.54
—
53,559
21,815
186,042
554,607
515,666
24,451
145,725
1,501,170
1,281,591
122,253
127,693
30,900
190,523
707,147
485,632
24,512
185,270
662,021
501,903
1,956,202
1,721,219
1,510,974
1,437,813
1,407,810
—
908,311
150,997
67,618
—
—
733,108
159,008
70,777
—
536,207
501,744
178,675
64,822
5,837
674,650
406,534
71,858
—
49,906
5,909
572,978
399,934
62,934
208,069
32,069
58,822
5,766
400,574
406,109
55,470
321,470
—
45,663,096
45,663,096
36,246,149
23,127,254
23,127,254
15,949,831
15,949,831
15,949,831
15,949,831
15,949,831
Current portion of long-term debt
124,221
156,363
Net cash provided by operating activities
Net cash (used in) provided by investing activities
Net cash used in financing activities
$
$
276,980
(167,755)
(113,327)
$
148,679
(84,052)
(27,854)
$
189,343
(78,798)
(93,436)
156,972
(102,881)
(58,431)
$
87,090
216,288
(283,666)
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Fleet Data:
Number of vessels at end of period(7)
Average number of vessels during period(7)
Average age of vessels
Total calendar days for fleet
Total operating days for fleet(8)
Other Financial Data:
Average daily time charter equivalent earnings
(TCE)(9)
Average daily vessel operating expenses(10)
2014
2013
2012
2011
2010
Year Ended December 31,
9
9
18
3,199
3,196
8
8
19
2,883
2,751
7
7
20
2,562
2,408
7
7
19
2,555
2,162
7
7
18
2,555
2,328
$
$
121,906
18,502
$
$
117,758
18,172
$
$
116,739
17,749
$
$
103,581
15,347
$
$
85,681
15,075
(1) Vessel operating expenses are the direct costs associated with operating a vessel, including crew wages, vessel supplies, routine
repairs, maintenance, insurance, lubricating oils and management fees.
(2) The vessels have been operated under time charters during the periods presented. Under a time charter, the charterer pays
substantially all of the vessel voyage expenses, which are primarily fuel and port charges. However, we may incur voyage
related expenses when positioning or repositioning vessels before or after the period of a time charter, during periods of
commercial waiting time or while off-hire during a period of drydocking. None of the vessels underwent drydocking in 2014
(2013: four; 2012: none; 2011: two; and 2010: one).
(3) Restricted cash and short-term investments consist of bank deposits, which may only be used to settle certain pre-arranged
loan or lease payments and which are held as cash collateral for decline in fair values of certain swaps.
(4) During the periods presented, six of the vessels were subject to lease financing arrangements, which are classified as capital
leases. In respect of four of these leases, we borrowed under term loans and deposited the proceeds into restricted cash
accounts. Concurrently therewith, we entered into capital leases for the vessels, and the vessels were recorded as assets on
our balance sheet. These restricted cash deposits, plus the interest earned on the deposits, approximate the remaining amounts
we owe under the capital lease arrangements. Where movements in interest rates result in a surplus, this is released to working
capital. Similarly, where a deficit arises, this is funded through working capital. In these instances, we consider payments
under our capital leases to be funded through our restricted cash deposits, and our continuing obligation is the repayment of
the term loans. As of December 31, 2013 and 2014, we had one remaining capital lease in respect of the Methane Princess.
Under U.S. GAAP, we record both the obligations under the capital leases and the term loans as liabilities, and both the
restricted cash deposits and our vessels under capital leases as assets. This accounting treatment has the effect of presenting
both our assets and liabilities gross by the amount of restricted cash deposits relating to the corresponding capital lease
obligations. At December 31, 2014, our total assets included restricted cash deposits of $172.4 million with respect to our
lease financing arrangements and debt facilities. Accordingly, our lease and debt liabilities were gross of restricted cash
deposits by the same amount.
(5) Non-controlling interest refers to a 40% interest in the Golar Mazo owned by Chinese Petroleum Corporation.
(6) Dropdown Predecessor equity refers to periods prior to the acquisition by us of the subsidiaries with interests in the vessels,
the Golar Freeze, the NR Satu and the Golar Grand (in October 2011, July 2012 and November 2012, respectively), when
we and these vessels were under the common control of Golar.
(7) In each of the periods presented, we held (or are deemed to have held) a 60% ownership interest in the Golar Mazo and a
100% interest in the other vessels.
(8) The operating days for our fleet is the total number of days in a given period that the vessels were in our possession less the
total number of days off-hire. We define days off-hire as days lost to, among other things, operational deficiencies, drydocking
for repairs, maintenance or inspection, equipment breakdowns, special surveys and vessel upgrades, delays due to accidents,
crewing strikes, certain vessel detentions or similar problems, or our failure to maintain the vessel in compliance with its
specifications and contractual standards or to provide the required crew, or during periods of commercial waiting time during
which we do not earn charter hire.
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(9) Non-GAAP Financial Measures
It is standard industry practice to measure the revenue performance of a vessel in terms of average daily TCE. For time
charters, this is calculated by dividing total operating revenue less voyage expenses by the number of calendar days minus
days for scheduled off-hire. Where we are paid a fee to position or reposition a vessel before or after a time charter, this
additional revenue, less voyage expenses, is included in the calculation of net time charter revenues. The following table
reconciles our total operating revenues to average daily TCE.
Total operating revenues
Voyage expenses
Calendar days less scheduled off-hire days
Average daily TCE (in $)
Year Ended December 31,
2014
2013
2012
2011
2010
(dollars in thousands, except average daily TCE)
$
$
$
396,026
(6,048)
389,978
3,199
121,906
$
$
$
329,190
(5,239)
323,951
2,751
117,758
$
$
$
286,630
(4,471)
282,159
2,417
116,739
$
$
$
225,452
(785)
224,667
2,169
103,581
$
$
$
205,808
(6,343)
199,465
2,328
85,681
(10) We calculate average daily vessel operating expenses by dividing vessel operating expenses by the number of calendar
days.
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Some of the following risks relate principally to the industry in which we operate and to our business in general. Other
risks relate principally to the securities market and to ownership of our common units. The occurrence of any of the events
described in this section could significantly and negatively affect our business, financial condition, operating results or cash
available for distributions or the trading price of our common units.
Risks Inherent in Our Business
We will be required to make substantial capital expenditures to expand the size of our fleet. Depending on whether we
finance our expenditures through cash from operations, borrowings or by issuing debt or equity securities, our ability to make
cash distributions may be diminished, our financial leverage could increase or our unitholders could be diluted.
Our growth strategy includes the acquisition of existing vessels as well as newbuildings. We will be required to make
substantial capital expenditures to expand the size of our fleet. We may be required to make significant installment payments for
retrofitting of LNG carriers to FSRUs and acquisitions of LNG carriers and FSRUs. If we choose to purchase FSRUs or LNG
carriers (either from Golar or independently), we plan to finance the cost either through cash from operations, borrowings or debt
or equity financings.
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Use of cash from operations to expand our fleet will reduce cash available for distribution to unitholders. Our ability to
obtain bank financing or to access the capital markets may be limited by our financial condition at the time of any such financing
or offering as well as by adverse market conditions resulting from, among other things, general economic conditions, changes in
the LNG industry and contingencies and uncertainties that are beyond our control. Our failure to obtain the funds for future capital
expenditures could have a material adverse effect on our business, results of operations and financial condition and on our ability
to make cash distributions. Furthermore, our ability to access capital, overall economic conditions and our ability to secure long-
term, fixed rate charters could limit our ability to expand our fleet. Even if we are successful in obtaining necessary funds, the
terms of any debt financings could limit our ability to pay cash distributions to unitholders. In addition, incurring additional debt
may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in
significant unitholder dilution and would increase the aggregate amount of cash required to pay the minimum quarterly distribution
to unitholders, which could have a material adverse effect on our ability to make cash distributions.
If we are unable to obtain additional financing, we may be unable to meet our obligations as they come due, enhance our
existing business, complete acquisitions, respond to competitive pressures or otherwise execute our growth strategy.
As of April 29, 2015, we have an aggregate available borrowing capacity from our existing revolving credit facilities of
$35 million. However, the commercial loan tranche of the $125 million Golar Freeze credit facility will mature in June 2015, the
$120 million Golar Maria credit facility will mature in December 2015 and the $20 million revolving credit facility with Golar
will mature in June 2015. While we have obtained a binding commitment from certain lenders to enter into a new credit agreement
to refinance the Golar Maria credit facility and the commercial loan tranche of the Golar Freeze facility, the entry into the proposed
new credit agreement is subject to the negotiation and execution of a definitive credit agreement and the satisfaction of certain
conditions ordinarily contained in these types of credit agreements. We cannot assure you that such proposed new credit agreement
will be executed or that it will become effective prior to the maturity of our debt that matures in 2015. Any failure to refinance
our maturing loans in 2015 could have a material adverse effect on our business, results of operations, financial condition and
ability to make cash distributions.
We plan to finance our future acquisitions through cash from operations, borrowings or debt or equity financings. Use
of cash from operations to expand our fleet will reduce cash available for distribution to unitholders. Our ability to obtain bank
financing or to access the capital markets may be limited by our financial condition at the time of any such financing or offering
as well as by adverse market conditions resulting from, among other things, general economic conditions, changes in the LNG
industry and contingencies and uncertainties that are beyond our control. Our failure to obtain the funds for future capital
expenditures could have a material adverse effect on our business, results of operations, financial condition and ability to make
cash distributions.
Even if we are successful in obtaining necessary funds, the terms of any debt financings could limit our ability to pay
cash distributions to unitholders. In addition, incurring additional debt may increase our interest expense and financial leverage,
and issuing additional equity securities may result in unitholder dilution and would increase the aggregate amount of cash required
to pay the minimum quarterly distribution to unitholders, which could have a material adverse effect on our ability to make cash
distributions.
We depend on Golar and certain of its affiliates, including Golar Management and Golar Wilhelmsen, to assist us in
operating and expanding our business and providing interim financing for certain vessel acquisitions.
Our ability to enter into new charters and expand our customer relationships will depend largely on our ability to leverage
our relationship with Golar and its reputation and relationships in the shipping industry. If Golar suffers material damage to its
reputation or relationships, it may harm our ability to:
•
•
•
•
renew existing charters upon their expiration;
obtain new charters;
successfully interact with shipyards;
obtain financing on commercially acceptable terms;
• maintain access to capital under the sponsor credit facility; or
• maintain satisfactory relationships with suppliers and other third parties.
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In addition, each vessel in our fleet is subject to management agreements pursuant to which certain commercial and
technical management services are provided by certain affiliates of Golar, including Golar Management and Golar Wilhelmsen.
Pursuant to these agreements, these entities provide significant commercial and technical management services for our fleet. In
addition, pursuant to a management and administrative services agreement between us and Golar Management (or the management
and administrative services agreement), Golar Management provides us with significant management, administrative, financial
and other support services. Our operational success and ability to execute our growth strategy depends significantly upon the
satisfactory performance of these services. Our business will be harmed if our service providers fail to perform these services
satisfactorily, if they cancel their agreements with us or if they stop providing these services to us. Please read “Item 7—Major
Unitholders and Related Party Transactions—Related Party Transactions.”
We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and
expenses to enable us to pay the minimum quarterly distribution on our common units and subordinated units.
We may not have sufficient cash from operations to pay the minimum quarterly distribution of $0.3850 per unit, or any
distribution, on our common units and subordinated units. The amount of cash we can distribute on our units principally depends
upon the amount of cash we generate from our operations, which may fluctuate from quarter to quarter based on the risks described
in this section, including, among other things:
•
•
•
•
•
•
•
•
the rates we obtain from our charters;
the level of our operating costs, such as the cost of crews and insurance;
the continued availability of natural gas production, liquefaction and regasification facilities;
demand for LNG;
supply of LNG carriers and FSRUs;
prevailing global and regional economic and political conditions;
currency exchange rate fluctuations; and
the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our
business.
In addition, the actual amount of cash available for distribution to our unitholders will depend on other factors, including:
•
•
•
•
•
•
•
•
•
the level of capital expenditures we make, including for maintaining or replacing vessels, building new vessels,
acquiring existing vessels and complying with regulations;
the number of unscheduled off-hire days for our fleet and the timing of, and number of days required for, scheduled
drydocking of our vessels;
our debt service requirements and restrictions on distributions contained in our debt instruments;
the level of debt we will incur to fund future acquisitions;
fluctuations in interest rates;
fluctuations in our working capital needs;
variable tax rates;
our ability to make, and the level of, working capital borrowings; and
the amount of any cash reserves established by our board of directors.
The amount of cash we generate from our operations may differ materially from our profit or loss for the period, which
will be affected by non-cash items. As a result of this and the other factors mentioned above, we may make cash distributions
during periods when we record losses and may not make cash distributions during periods when we record net income.
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We must make substantial capital expenditures to maintain and replace the operating capacity of our fleet, which will
reduce our cash available for distribution. In addition, each quarter we are required to deduct estimated maintenance and
replacement capital expenditures from operating surplus, which may result in less cash available to unitholders than if actual
maintenance and replacement capital expenditures were deducted.
We must make substantial capital expenditures to maintain and replace, over the long-term, the operating capacity of our
fleet. Maintenance and replacement capital expenditures include capital expenditures associated with drydocking a vessel,
modifying an existing vessel, acquiring a new vessel or otherwise replacing current vessels at the end of their useful lives to the
extent these expenditures are incurred to maintain or replace the operating capacity of our fleet. These expenditures could vary
significantly from period to period and could increase as a result of changes in:
•
•
•
•
•
•
the cost of labor and materials;
customer requirements;
fleet size;
the cost of replacement vessels;
length of charters;
governmental regulations and maritime self-regulatory organization standards relating to safety, security or the
environment; and
•
competitive standards.
Our partnership agreement requires our board of directors to deduct estimated maintenance and replacement capital
expenditures, instead of actual maintenance and replacement capital expenditures, from operating surplus each quarter in an effort
to reduce fluctuations in operating surplus as a result of significant variations in actual maintenance and replacement capital
expenditures each quarter. The amount of estimated maintenance and replacement capital expenditures deducted from operating
surplus is subject to review and change by our conflicts committee at least once a year. In years when estimated maintenance and
replacement capital expenditures are higher than actual maintenance and replacement capital expenditures, the amount of cash
available for distribution to unitholders will be lower than if actual maintenance and replacement capital expenditures were deducted
from operating surplus. If our board of directors underestimates the appropriate level of estimated maintenance and replacement
capital expenditures, we may have less cash available for distribution in periods when actual capital expenditures exceed our
previous estimates.
We may be unable to make or realize expected benefits from acquisitions which could have an adverse effect on our expected
plans for growth.
Our growth strategy includes selectively acquiring FSRUs and LNG carriers that are operating under long-term, stable
cash flow generating time charters.
Any acquisition of a vessel or business may not be profitable to us at or after the time we acquire it and may not generate
cash flow sufficient to justify our investment. In addition, our acquisition growth strategy exposes us to risks that may harm our
business, financial condition and operating results, including risks that we may:
•
•
•
•
•
•
fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;
be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business
and fleet;
decrease our liquidity by using a significant portion of our available cash or borrowing capacity to finance acquisitions;
significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions;
incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired; or
incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or
restructuring charges.
Unlike newbuildings, existing vessels typically do not carry warranties as to their condition. While we generally inspect
existing vessels prior to purchase, such an inspection would normally not provide us with as much knowledge of a vessel’s condition
as we would possess if it had been built for us and operated only by us during its life. Repairs and maintenance costs for existing
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vessels are difficult to predict and may be substantially higher than for vessels we have operated since they were built. These
costs could decrease our cash flow and reduce our liquidity and could have an adverse effect on our expected plans for growth.
The required drydocking of our vessels could be more expensive and time consuming than we anticipate, which could
adversely affect our cash available for distribution.
The drydocking of our vessels requires significant capital expenditures and results in loss of revenue while our vessels
are off-hire. Any significant increase in the number of days of off-hire due to such drydocking or in the costs of any repairs could
have a material adverse effect on our ability to pay distributions to our unitholders. Although we do not anticipate that more than
one of our vessels will be out of service at any given time, we may underestimate the time required to drydock any of our vessels
or unanticipated problems may arise. If more than one of our vessels is required to be out of service at the same time, if a vessel
is drydocked longer than expected or if the cost of repairs during drydocking is greater than budgeted, our cash available for
distribution could be adversely affected.
Our growth depends on continued growth in demand for LNG, FSRUs and LNG carriers.
Our growth strategy focuses on expansion in the floating storage and regasification sector and the LNG shipping sector.
While global LNG demand has continued to rise, the rate of its growth has fluctuated due to several reasons, including the global
economic crisis and continued economic uncertainty, fluctuations in the price of natural gas and other sources of energy, the
continued increase in natural gas production from unconventional sources, including hydraulic fracturing, in regions such as North
America and the highly complex and capital intensive nature of new or expanded LNG projects, including liquefaction projects.
Accordingly, our growth depends on continued growth in world and regional demand for LNG, FSRUs and LNG carriers, which
could be negatively affected by a number of factors, including:
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•
•
•
•
•
•
•
•
•
•
•
•
the price and availability of crude oil and petroleum products;
increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects on
commercially reasonable terms;
increases in the cost of natural gas derived from LNG relative to the cost of natural gas generally;
increases in the production levels of low-cost natural gas in domestic natural gas consuming markets, which could
further depress prices for natural gas in those markets and make LNG uneconomical;
decreases in the cost, or increases in the demand for, conventional land-based regasification systems, which could
occur if providers or users of regasification services seek greater economies of scale than FSRUs can provide or if
the economic, regulatory or political challenges associated with land-based activities improve;
further development of, or decreases in the cost of, alternative technologies for vessel-based LNG regasification;
increases in the production of natural gas in areas linked by pipelines to consuming areas, the extension of existing,
or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-natural gas
pipelines to natural gas pipelines in those markets;
decreases in the consumption of natural gas due to increases in its price relative to other energy sources or other
factors making consumption of natural gas less attractive;
any significant explosion, spill or other incident involving an LNG facility or carrier;
infrastructure constraints such as delays in the construction of liquefaction facilities, the inability of project owners
or operators to obtain governmental approvals to construct or operate LNG facilities, as well as community or political
action group resistance to new LNG infrastructure due to concerns about the environment, safety and terrorism;
labor or political unrest or military conflicts affecting existing or proposed areas of LNG production or regasification;
decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects;
availability of new, alternative energy sources, including compressed natural gas; and
negative global or regional economic or political conditions, particularly in LNG consuming regions, which could
reduce energy consumption or its growth.
Reduced demand for LNG or LNG shipping, or any reduction or limitation in LNG production capacity, could have a
material adverse effect on our ability to secure future time charters upon expiration or early termination of our current charter
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arrangements. Reduced demand for LNG, FSRUs or LNG carriers would have a material adverse effect on our future growth and
could harm our business, results of operations and financial condition and ability to make cash distributions to our unitholders.
In addition, in late 2014 and early 2015, global crude oil prices fell significantly. A continued decline in oil prices could
negatively affect growth in LNG production. The significant fall in oil prices over the past six months and the milder than expected
Far Eastern winter have led to substantial declines in the price of LNG and a lack of pricing differential between the Eastern and
Western hemispheres. Some production companies have announced delays or cancellations of certain previously announced (but
early stage) LNG projects, which, unless offset by new projects coming on stream, could adversely affect demand for LNG carriers
beyond 2020. Any sustained decline in the delivery of new LNG volumes, chartering activity and charter rates could also adversely
affect the market value of our ships, on which certain of the ratios and financial covenants we are required to comply with in our
credit facilities are based.
Demand for LNG shipping could be significantly affected by volatile natural gas prices and the overall demand for natural
gas.
Natural gas prices are volatile and are affected by numerous factors beyond our control, including but not limited to the
following:
•
price and availability of crude oil and petroleum products;
• worldwide demand for natural gas;
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•
•
•
•
•
•
•
the cost of exploration, development, production, transportation and distribution of natural gas;
expectations regarding future energy prices for both natural gas and other sources of energy;
the level of worldwide LNG production and exports;
government laws and regulations, including but not limited to environmental protection laws and regulations;
local and international political, economic and weather conditions;
political and military conflicts;
the availability and cost of alternative energy sources, including alternate sources of natural gas in gas importing
and consuming countries; or
the availability and cost of alternative energy sources, including alternate sources of natural gas in gas importing
and consuming countries.
Fluctuations in overall LNG demand growth could adversely affect our ability to secure future time charters.
Growth in the LNG trade in 2014 was less than had been previously expected, in part because a new project in Angola
failed to sustain full operations. Continued economic uncertainty, the current low oil price environment and the continued
acceleration of unconventional natural gas production have contributed to the delay or cancellation of certain other projects, which,
unless offset by new projects coming on stream, could adversely affect demand for LNG charters over the next few years, while
the amount of tonnage available for charter is expected to increase. These factors could have an adverse effect on our ability to
secure future term charters at acceptable rates.
We have only ten vessels in our current fleet. Any limitation on the availability or operation of those vessels could have a
material adverse effect on our business, results of operations and financial condition and could significantly reduce our ability
to make distributions to our unitholders.
As of April 29, 2015, our fleet consists of six FSRUs and four LNG carriers. If any of our FSRUs or LNG carriers are
unable to generate revenues as a result of off-hire time, our results of operations and financial condition could be materially
adversely affected.
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The charters, relating to our FSRUs and LNG carriers, permit the charterer to terminate the charter under certain
circumstances, including in the event that the vessel is off-hire for any extended period and upon the occurrence of specified
defaults by us. In addition, with respect to the Golar Spirit, the Golar Winter, the Golar Freeze and the Golar Eskimo, the charterer
may terminate the charter upon six months’ written notice at any time after the fifth or tenth anniversary of the commencement
of the related charter upon payment of a termination fee. The termination of any of our charters could have a material adverse
effect on our business, results of operations and financial condition and could significantly reduce our ability to make distributions
to our unitholders if we are unable to re-charter such vessel for an extended period of time. For further details regarding termination
of our charters, please read "Item 4—Information on the Partnership—Business Overview—Charters."
We currently derive all of our revenue from eight customers. The loss of any of these customers would result in a significant
loss of revenues and cash flow, if for an extended period of time, we are not able to re-charter a vessel to another customer.
We have derived, and believe that we will continue to derive, all of our revenues and cash flow from a limited number
of customers. For the year ended December 31, 2014, BG Group PLC (or BG Group) accounted for 17%, PT Pertamina (PERSERO)
(or Pertamina) accounted for 10%, Dubai Supply Authority (or DUSUP) accounted for 12%, Petrobras accounted for 25%, PT
Nusantara Regas (PTNR) accounted for 17%, Eni SpA accounted for 8% and Kuwait National Petroleum Company (or KNPC)
accounted for 11% of our total revenues. All of our charters have fixed terms, but might nevertheless be lost in the event of
unanticipated developments such as a customer’s breach.
We could also lose a customer or the benefits of a charter if:
•
•
the customer fails to make charter payments because of its financial inability, disagreements with us or otherwise;
the customer exercises its right to terminate the charter in certain circumstances, such as:
•
•
•
•
loss of the vessel or damage to it beyond repair;
defaults of our obligations under the charter, including prolonged periods of off-hire;
in the event of war or hostilities that would significantly disrupt the free trade of the vessel;
requisition by any governmental authority; or
• with respect to the Golar Spirit, the Golar Winter, the Golar Freeze and the Golar Eskimo, upon six months’
written notice at any time after the fifth or tenth anniversary of the commencement of the related charter upon
payment of a termination fee; or
•
a prolonged force majeure event affecting the customer, including damage to or destruction of relevant production
facilities, war or political unrest prevents us from performing services for that customer.
Petrobras, the Brazil state-controlled oil company, is alleged to have participated in a widespread corruption scandal
involving improper payments to Brazilian politicians and political parties. In addition, in January 2015, Petrobras announced that
it may decrease its five-year capital expenditure budget for 2015-2019. Petrobras has also announced that it is reducing the pace
of some projects. It is uncertain at this time how this may affect Petrobras, its performance of its existing charters with us or the
development of new projects. Any adverse effect on Petrobras’ ability to perform under existing charters with us could harm us.
If we lose any of our charterers and are unable to re-deploy the related vessel on terms as favorable to us as our current
charters for an extended period of time, we will not receive any revenues from that vessel, but we may be required to pay expenses
necessary to maintain the vessel in proper operating condition and to service any associated debt. In such a situation, the loss of
a charterer could have a material adverse effect on our business, results of operations, financial condition and ability to make cash
distributions to our unitholders.
Our debt levels may limit our flexibility in obtaining additional financing, pursuing other business opportunities and
paying distributions to unitholders.
As of December 31, 2014, we had a total consolidated debt (including capitalized lease obligations, net of restricted cash,
and including indebtedness outstanding under our revolving credit facilities) of approximately $1,031.1 million. In addition, we
have the ability to incur additional debt. Our level of debt could have important consequences to us, including the following:
•
our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other
purposes may be limited or such financing may not be available on favorable terms;
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• we will need a substantial portion of our cash flow to make principal and interest payments on our debt, reducing
the funds that would otherwise be available for operations, future business opportunities and distributions to
unitholders;
•
our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn
in our business or the economy generally; and
•
our debt level may limit our flexibility in responding to changing business and economic conditions.
Our ability to service our debt will depend upon, among other things, our future financial and operating performance,
which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are
beyond our control. If our operating results are not sufficient to service our current or future indebtedness, we will be forced to
take actions such as reducing distributions, reducing or delaying our business activities, acquisitions, investments or capital
expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital or bankruptcy protection.
We may not be able to effect any of these remedies on satisfactory terms, or at all.
Our financing arrangements, most of which, are secured by our vessels, contain operating and financial restrictions and
other covenants that may restrict our business and financing activities as well as our ability to make cash distributions to our
unitholders.
The operating and financial restrictions and covenants in our financing arrangements, including our credit facilities, the
Norwegian bond agreement, and the Methane Princess lease agreement and any future financing agreements, could adversely
affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities. For example,
our financing arrangements impose restrictions and covenants that restrict our and our subsidiaries’ ability to, among other things:
• merge or consolidate with any other person;
• make certain capital expenditures;
•
•
•
pay distributions to our unitholders;
terminate or materially amend certain of our charters;
enter into any other line of business;
• make any acquisitions;
•
•
•
incur additional indebtedness or grant any liens to secure any of our existing or future indebtedness;
enter into any sale-leaseback transactions; or
enter into any transactions with our affiliates.
Accordingly, we may need to seek consent from our lenders or lessors in order to take certain actions or engage in certain
activities. The interests of our lenders or lessor may be different from ours, and we may be unable to obtain our lenders' or lessor's
consent when and if needed.
If we do not comply with the restrictions and covenants in our financing arrangements, our business, results of operations,
financial condition and ability to pay distributions will be adversely affected. Our ability to comply with covenants and restrictions
contained in our financing arrangements may be affected by events beyond our control, including prevailing economic, financial
and industry conditions. If market or other economic conditions deteriorate, our ability to comply with these covenants may be
impaired. If restrictions, covenants, ratios or tests in our debt instruments are breached, a significant portion of the obligations
may become immediately due and payable, and the lenders’ commitment to make further loans may terminate. We may not have,
or be able to obtain, sufficient funds to make these accelerated payments. In addition, obligations under certain of our financing
arrangements are secured by certain of our vessels and guaranteed by our subsidiaries holding the interests in our vessels, and if
we are unable to repay debt under our financing arrangements, the lenders or lessors could seek to foreclose on those assets.
For more information, regarding our financing arrangements, please read "Item 5—Operating and Financial Review and
Prospects-Liquidity and Capital Resources—Borrowing Activities—Long-Term Debt" and "—Capital Lease Obligations."
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Growth of the LNG market may be limited by many factors, including economic and financial factors, infrastructure
constraints and community and political group resistance to new LNG infrastructure over concerns about the environment,
safety and terrorism.
A complete LNG project includes production, liquefaction, regasification, storage and distribution facilities and LNG
carriers. Existing LNG projects and infrastructure are limited, and new or expanded LNG projects are highly complex and capital
intensive, with new projects often costing several billion dollars. Many factors could negatively affect continued development of
LNG infrastructure and related alternatives, including floating storage and regasification, or disrupt the supply of LNG, including:
•
•
•
•
•
•
increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects on
commercially reasonable terms;
decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects;
the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities;
local community resistance to proposed or existing LNG facilities based on safety, environmental or security concerns;
any significant explosion, spill or similar incident involving an LNG facility, FSRU or LNG carrier; and
labor or political unrest affecting existing or proposed areas of LNG production and regasification.
As a result of the factors discussed above, some of the current proposals to expand existing or develop new LNG
liquefaction and regasification facilities may be abandoned or significantly delayed. If the LNG supply chain is disrupted or does
not continue to grow, or if a significant LNG explosion, spill or similar incident occurs, it could have a material adverse effect on
our business, results of operations and financial condition and our ability to make cash distributions.
Our growth depends on our ability to expand relationships with existing customers and obtain new customers, for which
we will face substantial competition.
One of our principal objectives is to enter into additional long-term, FSRU and LNG carrier time charters. The process
of obtaining long-term charters for FSRUs and LNG carriers is highly competitive and generally involves an intensive screening
process and competitive bids, and often extends for several months. We believe FSRU and LNG carrier time charters are awarded
based upon bid price as well as a variety of factors relating to the vessel operator, including:
• LNG shipping and FSRU experience, technical ability and reputation for operation of highly specialized vessels;
•
•
•
•
shipping industry relationships and reputation for customer service and safety;
quality and experience of seafaring crew;
financial stability and the ability to finance FSRUs and LNG carriers at competitive rates;
relationships with shipyards and construction management experience; and
• willingness to accept operational risks pursuant to the charter.
We have substantial competition for providing floating storage and regasification services and marine transportation
services for potential LNG projects from a number of experienced companies, including state-sponsored entities and major energy
companies. Many of these competitors have significantly greater financial resources and larger and more versatile fleets than we
do or Golar. We anticipate that an increasing number of marine transportation companies—including many with strong reputations
and extensive resources and experience—will enter the FSRU market and LNG transportation market. This increased competition
may cause greater price competition for time charters. As a result of these factors, we may be unable to expand our relationships
with existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on
our business, results of operations and financial condition and our ability to make cash distributions.
We may have more difficulty entering into long-term time charters in the future if an active short-term or spot LNG shipping
market continues to develop.
One of our principal strategies is to enter into additional long-term FSRU and LNG carrier time charters of five years or
more. Most shipping requirements for new LNG projects continue to be provided on a long-term basis, though the level of spot
voyages and short-term time charters of less than 12 months in duration has increased in the past two years. This is expected to
continue to increase in the near future.
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If an active spot or short-term market develops, we may have increased difficulty entering into long-term time charters
upon expiration or early termination of our current charters or for any vessels that we acquire in the future, and, as a result, our
cash flow may be less stable. In addition, an active short-term or spot LNG market may require us to enter into charters based on
changing market prices, as opposed to contracts based on a fixed rate, which could result in a decrease in our cash flow in periods
when the market price for shipping LNG is depressed or insufficient funds are available to cover our financing costs for related
vessels.
Hire rates for FSRUs and LNG carriers are not readily available and may fluctuate substantially. If rates are lower when
we are seeking a new charter, our earnings and ability to make distributions to our unitholders may decline.
Hire rates for FSRUs and LNG carriers are not readily available and may fluctuate over time as a result of changes in
the supply-demand balance relating to current and future FSRU and LNG carrier capacity. This supply-demand relationship largely
depends on a number of factors outside our control. For example, the size of the current world order book for LNG carriers is
expected to result in an increase in the size of the world LNG carrier fleet over the next few years. The LNG market is closely
connected to world natural gas prices and energy markets, which we cannot predict. A substantial or extended decline in natural
gas prices could adversely affect our ability to recharter our vessels at acceptable rates or to acquire and profitably operate new
FSRUs or LNG carriers. Our ability from time to time to charter or re-charter any vessel at attractive rates will depend on, among
other things, the prevailing economic conditions in the LNG industry. Hire rates for newbuilding FSRUs and LNG carriers are
correlated with their purchase price. Hire rates at a time when we may be seeking a new charter may be lower than the hire rates
at which our vessels are currently chartered. If rates are lower when we are seeking a new charter, or if we elect not to re-charter
a vessel, our earnings and ability to make distributions to our unitholders may decline.
Vessel values may fluctuate substantially and, if these values are lower at a time when we are attempting to dispose of
vessels, we may incur a loss.
Vessel values can fluctuate substantially over time due to a number of different factors, including:
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•
•
•
prevailing economic conditions in the natural gas and energy markets;
a substantial or extended decline in demand for LNG;
increases in the supply of vessel capacity;
the size and age of a vessel; and
the cost of retrofitting or modifying existing vessels, as a result of technological advances in vessel design or
equipment, changes in applicable environmental or other regulations or standards, customer requirements or
otherwise.
The size of the current world order book for LNG carriers is expected to result in an increase in the size of the world
LNG carrier fleet over the next few years. In addition, as our vessels age, the expenses associated with maintaining and operating
them are expected to increase, which could have an adverse effect on our business and operations if we do not maintain sufficient
cash reserves for maintenance and replacement capital expenditures. Moreover, the cost of a replacement vessel would be
significant.
If a charter terminates, we may be unable to re-deploy the affected vessels at attractive rates and, rather than continue to
incur costs to maintain and finance them, we may seek to dispose of them. Our inability to dispose of vessels at a reasonable value
could result in a loss on their sale and adversely affect our ability to purchase a replacement vessel, results of operations and
financial condition and ability to make distributions to unitholders.
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Our vessels may call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments,
which could adversely affect our business.
Although no vessels operated by us have called on ports located in countries subject to sanctions and embargoes imposed
by the U.S. government and countries identified by the U.S. government as state sponsors of terrorism, such as Cuba, Iran, Sudan
and Syria, in the future our vessels may call on ports in these countries from time to time on our charterers' instructions. The U.S.
sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or
proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time.
In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or CISADA, which expanded
the scope of the Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions to companies such
as ours and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate
to the investment, supply or export of refined petroleum or petroleum products. In addition, in 2012, President Obama signed
Executive Order 13608 which prohibits foreign persons from violating or attempting to violate, or causing a violation of any
sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions.
Any persons found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader and will be banned
from all contacts with the United States, including conducting business in U.S. dollars. Also in 2012, President Obama signed into
law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the Iran Threat Reduction Act, which created new sanctions
and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing sanctions regarding
the provision of goods, services, infrastructure or technology to Iran's petroleum or petrochemical sector. The Iran Threat Reduction
Act also includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) of
the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns,
operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a
controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise
owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person
could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions
subject to U.S. jurisdiction, and exclusion of that person's vessels from U.S. ports for up to two years. The ITRA also includes a
requirement that issuers of securities must disclose to the SEC in their annual and quarterly reports filed after February 6, 2013
if the issuer or “any affiliate” has “knowingly” engaged in certain sanctioned activities involving Iran during the timeframe covered
by the report. Finally, in January 2013, the U.S. enacted the Iran Freedom and Counter-Proliferation Act of 2012 (or the IFCPA)
which expanded the scope of U.S. sanctions on any person that is part of Iran’s energy, shipping or shipbuilding sector and operators
of ports in Iran, and imposes penalties on any person who facilitates or otherwise knowingly provides significant financial, material
or other support to these entities.
On November 24, 2013, the P5+1 (the United States, United Kingdom, Germany, France, Russia and China) entered into
an interim agreement with Iran entitled the “Joint Plan of Action” (or the JPOA). Under the JPOA it was agreed that, in exchange
for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, the United States
and the European Union would voluntarily suspend certain sanctions for a period of six months.
On January 20, 2014, the United States and the European Union indicated that they would begin implementing the
temporary relief measures provided for under the JPOA. These measures include, among other things, the suspension of certain
sanctions on the Iranian petrochemicals, precious metals, and automotive industries from January 20, 2014 until July 20, 2014.
Subsequently, the sanctions relief provided by the JPOA has been extended through June 30, 2015.
Although it is our intention to comply with the provisions of the JPOA, there can be no assurance that we will be in
compliance in the future, as such regulations and U.S. Sanctions may be amended over time, and the U.S. retains the authority to
revoke the aforementioned relief if Iran fails to meet its commitments under the JPOA.
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Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations,
and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the
scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines,
penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and
could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain
institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that
have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors
not to invest in, or to divest from, our common units may adversely affect the price at which our common units trade. Moreover,
our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or
our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our
securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or
entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or
engaging in operations associated with those countries pursuant to contracts with third parties that are unrelated to those countries
or entities controlled by their governments. Investor perception of the value of our common units may be adversely affected by
the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.
Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines and criminal penalties and could have
an adverse effect on our business.
The operations of our vessels outside of the United States puts us in contact with persons who may be considered “foreign
officials” under the U.S. Foreign Corrupt Practices Act of 1977 (or the FCPA). We are committed to doing business in accordance
with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full
compliance with the FCPA. We are subject, however, to the risk that we, our affiliated entities or their respective officers, directors,
employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such
violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions,
and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could
damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations
is expensive and can consume significant time and attention of our management.
Our insurance may be insufficient to cover losses that may occur to our property or result from our operations.
The operation of FSRUs and LNG carriers is inherently risky. Although we carry protection and indemnity insurance
consistent with industry standards, all risks may not be adequately insured against, and any particular claim may not be paid. Any
claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought,
the aggregate amount of these deductibles could be material. Certain of our insurance coverage is maintained through mutual
protection and indemnity associations, and as a member of such associations we may be required to make additional payments
over and above budgeted premiums if member claims exceed association reserves.
We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future. For example,
more stringent environmental regulations have led to increased costs for, and in the future may result in the lack of availability
of, insurance against risks of environmental damage or pollution. A marine disaster could exceed our insurance coverage, which
could harm our business, financial condition and operating results. Any uninsured or underinsured loss could harm our business
and financial condition. In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as
our ships failing to maintain certification with applicable maritime self-regulatory organizations.
Changes in the insurance markets attributable to terrorist attacks or piracy may also make certain types of insurance more
difficult for us to obtain. In addition, upon renewal or expiration of our current policies, the insurance that may be available to
us may be significantly more expensive than our existing coverage.
We may be subject to increased premium payments, or calls, if the value of our claim records, the claim records of our
fleet managers, and/or the claim records of other members of the protection and indemnity associations through which we receive
insurance coverage for tort liability (including pollution-related liability) significantly exceed projected claims. In addition, our
protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these
calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations,
cash flows, financial condition and ability to pay distributions.
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An increase in operating expenses or drydocking costs could materially and adversely affect our financial performance.
Our operating expenses and drydock capital expenditures depend on a variety of factors including crew costs, provisions,
deck and engine stores and spares, lubricating oil, insurance, maintenance and repairs and shipyard costs, many of which are
beyond our control and affect the entire shipping industry. Also, while we do not bear the cost of fuel (bunkers) under our time
charters, fuel is a significant expense in our operations when our vessels are, for example, moving to or from dry-dock or when
off-hire. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical
developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil-producing
countries and regions, regional production patterns and environmental concerns. These may increase vessel operating and
drydocking costs further. If costs continue to rise, they could materially and adversely affect our results of operations.
An increased shortage of qualified officers and crew could have an adverse effect on our business and financial condition.
LNG carriers and FSRUs require technically skilled officers and crews with specialized training. As the world FSRU
fleet and LNG carrier fleet has grown, the demand for technically skilled officers and crews has increased, leading to a shortage
of such personnel. Increases in our historical vessel operating expenses have been attributable primarily to the rising costs of
recruiting and retaining officers for our fleet. If Golar Management or Golar Wilhelmsen are unable to employ technically skilled
staff and crew, they will not be able to adequately staff our vessels. A material decrease in the supply of technically skilled officers
or an inability of Golar Management or Golar Wilhelmsen to attract and retain such qualified officers could impair our ability to
operate or increase the cost of crewing our vessels, which would materially adversely affect our business, financial condition and
results of operations and significantly reduce our ability to make distributions to our unitholders.
In addition, the Golar Spirit and the Golar Winter are employed by Petrobras in Brazil. As a result, we are required to
hire a certain portion of Brazilian personnel to crew these vessels in accordance with Brazilian law. Also, the Golar Mazo and
the NR Satu are employed by Pertamina and PTNR, respectively, in Indonesia. As a result, we are required to hire a certain portion
of Indonesian personnel to crew these vessels in accordance with Indonesian law. Any inability to attract and retain qualified
Brazilian and Indonesian crew members could adversely affect our business, results of operations and financial condition and
could significantly reduce our ability to make distributions to our unitholders.
We may be unable to attract and retain key management personnel in the LNG industry, which may negatively impact the
effectiveness of our management and our results of operation.
Our success depends to a significant extent upon the abilities and the efforts of our senior executives. While we believe
that we have an experienced management team, the loss or unavailability of one or more of our senior executives for any extended
period of time could have an adverse effect on our business and results of operations.
Exposure to currency exchange rate fluctuations will result in fluctuations in our cash flows and operating results.
Historically our revenue has been generated in U.S. Dollars, but we incur capital, operating and administrative expenses
in multiple currencies, including, among others, the Euro, the Brazilian Real, the Indonesian Rupiah, the Norwegian Kroner and
the British Pound. If the U.S. Dollar weakens significantly, we would be required to convert more U.S. Dollars to other currencies
to satisfy our obligations, which would cause us to have less cash available for distribution. Under the charters and OSAs for the
Golar Spirit and Golar Winter, we generate a portion of our revenues in Brazilian Reals. We incur some operating expenses in
Brazilian Reals but also have to convert Brazilian Reals into other currencies in order to pay the remaining operating expenses.
If the Brazilian Real weakens significantly, we may not have sufficient Brazilian Reals to convert to other currencies to satisfy
our obligations in respect of the operating expenses related to these charters, which would cause us to have less cash available for
distribution.
Because we report our operating results in U.S. Dollars, changes in the value of the U.S. Dollar also result in fluctuations
in our reported revenues and earnings. In addition, under U.S. GAAP, all foreign currency-denominated monetary assets and
liabilities such as cash and cash equivalents, accounts receivable, restricted cash, accounts payable, long-term debt and capital
lease obligation are revalued and reported based on the prevailing exchange rate at the end of the reporting period. This revaluation
may cause us to report significant non-monetary foreign currency exchange gains and losses in certain periods.
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One of our vessels is currently financed by a UK tax lease. In the event of any adverse tax changes or a successful challenge
by the UK Revenue authorities with regard to the initial tax basis of the transactions or in the event of an early termination of
a lease, we may be required to make additional payments to the UK vessel lessor, which could adversely affect our earnings
and financial position.
One of our vessels is currently financed by a UK tax lease. In the event of any adverse tax changes to legislation affecting
the tax treatment of the lease for the UK vessel lessor or a successful challenge by the UK Revenue authorities to the tax assumptions
on which the transaction was based, or in the event that we terminate our UK tax lease before its expiration, we would be required
to return all or a portion of, or in certain circumstances significantly more than, the upfront cash benefits that we have received
or that have accrued over time, together with fees that were financed in connection with our lease financing transactions, or post
additional security or make additional payments to the UK vessel lessor. Golar has agreed to indemnify us against these increased
costs, but any default by Golar would not limit our obligation under this lease. Any additional payments could adversely affect
our earnings and financial position. For more information on the UK tax lease, please read “Item 5—Operating and Financial
Review and Prospects—Liquidity and Capital Resources—Borrowing Activities—Capital Lease Obligations.”
An economic downturn may affect our customers’ ability to charter our vessels and pay for our services and may adversely
affect our business and results of operations.
An economic downturn in the global financial markets may lead to a decline in our customers’ operations or ability to
pay for our services, which could result in decreased demand for our vessels and services. Our customers’ inability to pay could
also result in their default on our current charters. The decline in the amount of services requested by our customers or their default
on our charters with them could have a material adverse effect on our business, financial condition and results of operations.
We currently operate primarily outside the United States, which could expose us to political, governmental and economic
instability that could harm our operations.
Because most of our operations are currently conducted outside of the United States, they may be affected by economic,
political and governmental conditions in the countries where we are engaged in business or where our vessels are registered. Any
disruption caused by these factors could harm our business. In particular, we derive a substantial portion of our revenues from
shipping LNG from politically unstable regions. Past political conflicts in these regions, particularly in the Arabian Gulf, Brazil
and Indonesia, have included attacks on ships, mining of waterways and other efforts to disrupt shipping in the area. In addition
to acts of terrorism, vessels trading in these and other regions have also been subject, in limited instances, to piracy. Future
hostilities or other political instability in the Arabian Gulf, Brazil and Indonesia where we operate or may operate could have a
material adverse effect on the growth of our business, results of operations and financial condition and our ability to make cash
distributions. In addition, tariffs, trade embargoes and other economic sanctions by Brazil, the United States or other countries
against countries in the Middle East, Southeast Asia or elsewhere as a result of terrorist attacks, hostilities or otherwise may limit
trading activities with those countries, which could also harm our business and ability to make cash distributions.
We may not be able to redeploy our FSRUs on terms as favorable as our current FSRU charter arrangements or at all.
The market for FSRUs is relatively small in comparison to the LNG carrier market. In the event that any of our FSRU
charters are terminated, we may be unable to recharter the affected vessels as FSRUs for an extended period of time. While we
may be able to employ these vessels as traditional LNG carriers (except for the NR Satu), the hire rates or other charter terms may
not be as favorable to us as the FSRU charters under which they are currently operating. If we acquire additional FSRUs and they
are not, as a result of contract termination or otherwise, subject to a long-term profitable contract, we may be required to bid for
projects at unattractive rates in order to reduce our losses relating to the vessels.
Due to our lack of diversification, adverse developments in our LNG transportation or storage and regasification businesses
could reduce our ability to make distributions to our unitholders.
We rely exclusively on the cash flow generated from our FSRUs and LNG carriers. Due to our lack of diversification,
an adverse development in the LNG transportation industry or the LNG storage and regasification industry could have a significantly
greater impact on our financial condition and results of operations than if we maintained more diverse assets or lines of businesses.
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The shareholders’ agreement with Chinese Petroleum Corporation with respect to the Golar Mazo contains provisions
that may limit our ability to sell or transfer our interest in the Golar Mazo, which could have a material adverse effect on our
cash flows and affect our ability to make distributions to our unitholders.
We have a 60% interest in the joint venture that owns the Golar Mazo, which enables us to control the joint venture
subject to certain negative controls held by Chinese Petroleum Corporation (or CPC), who holds the remaining 40% interest in
the Golar Mazo. Under the shareholders’ agreement, no party may sell, assign, mortgage, or otherwise transfer its rights, interests
or obligations under the agreement without the prior written consent of the other party. If we determine that the sale or transfer
of our interest in the Golar Mazo is in our best interest, we must provide CPC notice of our intent to sell or transfer our interest
and grant CPC a right of first refusal to purchase our interest. If CPC does not accept the offer within 60 days after we notify
CPC, we will be free to sell or transfer our interest to a third party. Any delay in the sale or transfer of our interest in the Golar
Mazo or restrictions in our ability to manage the joint venture could have a material adverse effect on our cash flows and affect
our ability to make distributions to our unitholders.
PTNR has the right to purchase the NR Satu at any time at a price that must be agreed upon between us and PTNR. In
addition, PTNR has the option to extend the charter at a rate lower than the existing hire rate. The exercise of either of these
options could have a material adverse effect on our cash flow and our ability to make distributions to our unitholders.
PTNR has the right to purchase the NR Satu at any time at a price that must be agreed upon between us and PTNR. If
PTNR exercises its purchase option, it would reduce the size of our fleet and we may be unable to identify or acquire a suitable
replacement vessel with the proceeds of the option exercise. Even if we find a suitable replacement vessel, the hire rate of such
vessel may be lower than the hire rate for the NR Satu under its charter. In addition, if PTNR exercises its option to extend the NR
Satu charter, the total hire rate will be reduced by approximately 11.6% per day for any day in the extension period falling in 2023,
with a further 7.0% reduction for any day in the extension period falling in 2024 and 2025. The exercise of either of these options
could have a material adverse effect on our results of operations, cash flows and ability to make distributions to our unitholders.
The operation of FSRUs and LNG carriers is inherently risky, and an incident involving significant loss of life or
environmental consequences affecting any of our vessels could harm our reputation and business.
Our vessels and their cargoes are at risk of being damaged or lost because of events such as:
• marine disasters;
•
•
•
piracy;
environmental accidents;
bad weather;
• mechanical failures;
•
•
grounding, fire, explosions and collisions;
human error; and
• war and terrorism.
An accident involving any of our vessels could result in any of the following:
•
•
•
•
•
•
death or injury to persons, loss of property or environmental damage;
delays in the delivery of cargo;
loss of revenues from or termination of charter contracts;
governmental fines, penalties or restrictions on conducting business;
higher insurance rates; and
damage to our reputation and customer relationships generally.
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Any of these results could have a material adverse effect on our business, financial condition and operating results. If
our vessels suffer damage, they may need to be repaired. The costs of vessel repairs are unpredictable and can be substantial. We
may have to pay repair costs that our insurance policies do not cover. The loss of earnings while these vessels are being repaired,
as well as the actual cost of these repairs, would decrease our results of operations. If any of our vessels is involved in an accident
with the potential risk of environmental consequences, the resulting media coverage could have a material adverse effect on our
business, our results of operations and cash flows, weaken our financial condition and negatively affect our ability to make
distributions to unitholders.
The current state of global financial markets and current economic conditions may materially and adversely impact
our business and may hinder or prevent us from expanding our business.
Weak global or regional economic conditions may negatively impact our business in ways that we cannot predict. Global
financial markets and economic conditions have been severely disrupted and volatile in recent years and remain subject to significant
vulnerabilities, such as the deterioration of fiscal balances and the rapid accumulation of public debt, continued deleveraging in
the banking sector and a limited supply of credit. Credit markets as well as the equity and debt capital markets were exceedingly
distressed during 2008 and 2009 and have been volatile since that time. The continuing sovereign debt crisis in Greece and other
European Union member countries, the renewed crisis in the Middle East and civil unrest in Ukraine and elsewhere, have led to
increased volatility in global credit and equity markets. These issues, along with the re-pricing of credit risk and the difficulties
currently experienced by financial institutions have made, and will likely continue to make, it difficult to obtain financing. As a
result of the disruptions in the credit markets and higher capital requirements, many lenders have increased margins on lending
rates, enacted tighter lending standards, required more restrictive terms (including higher collateral ratios for advances, shorter
maturities and smaller loan amounts), or have refused to refinance existing debt at all. Furthermore, certain banks that have
historically been significant lenders to the shipping industry have reduced or ceased lending activities in the shipping industry.
Additional tightening of capital requirements and the resulting policies adopted by lenders, could further reduce lending activities.
We may experience difficulties obtaining financing commitments or be unable to fully draw on the capacity under committed
loans we arrange in the future if our lenders are unwilling to extend financing to us or unable to meet their funding obligations
due to their own liquidity, capital or solvency issues. We cannot be certain that financing will be available on acceptable terms or
at all. If financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our future
obligations as they come due. Our failure to obtain such funds could have a material adverse effect on our business, results of
operations and financial condition, as well as our ability to pay distributions to our unitholders. In the absence of available financing,
we also may be unable to take advantage of business opportunities or respond to competitive pressures.
In addition, volatility and uncertainty concerning current global economic conditions may cause our customers to defer
projects in response to tighter credit, decreased capital availability and declining customer confidence, which may negatively
impact the demand for our vessels and services and could also result in defaults under our charters. A tightening of the credit
markets may further negatively impact our operations by affecting the solvency of our suppliers or customers which could lead
to delivery disruptions, cost increases, accelerated payments to suppliers, customer bad debts or reduced revenues.
Terrorist attacks, piracy, war and general political unrest could lead to further economic instability, increased costs and
disruption of our business.
Terrorist attacks and the continuing response of the United States and others to these attacks, as well as the threat of future
terrorist attacks, continue to cause uncertainty in the world’s financial markets and may affect our business, operating results,
financial condition, ability to raise capital and future growth. In addition, current conflicts in Afghanistan and general political
unrest in Ukraine, certain African nations and the Middle East may lead to additional regional conflicts and acts of terrorism around
the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also
adversely affect our ability to obtain additional financing on terms acceptable to us or at all. In the past, political conflicts have
also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the
Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and
the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our business, financial
condition, results of operations and ability to pay distributions.
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In addition, LNG facilities, shipyards, vessels (including FSRUs and conventional LNG carriers), pipelines and gas fields
could be targets of future terrorist attacks or piracy. Terrorist attacks, war or other events beyond our control that adversely affect
the production, storage, transportation or regasification of LNG to be shipped or processed by us could entitle our customers to
terminate our charters, which would harm our cash flow and our business. Concern that LNG facilities may be targeted for attack
by terrorists has contributed to significant community and environmental resistance to the construction of a number of LNG
facilities, primarily in North America. If a terrorist incident involving an LNG facility, FSRU or LNG carrier did occur, the incident
may adversely affect construction of additional LNG facilities or FSRUs or the temporary or permanent closing of various LNG
facilities or FSRUs currently in operation.
The LNG transportation, storage and regasification industry is subject to substantial environmental and other regulations,
compliance with which may significantly limit our operations or increase our expenses.
Our operations are materially affected by extensive and changing international, national and local environmental protection
laws, regulations, treaties, conventions and standards in force in international waters, the jurisdictional waters of the countries in
which our vessels operate, as well as the countries of our vessels’ registration, including those relating to equipping and operating
FSRUs and LNG carriers, providing security and minimizing the potential for impacts to the environment from their operations.
We have incurred, and expect to continue to incur, substantial expenses in complying with these laws and regulations, including
expenses for vessel modifications and changes in operating procedures. Additional laws and regulations may be adopted that
could limit our ability to do business or further increase costs, which could harm our business. In addition, failure to comply with
applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination
of operations. We may become subject to additional laws and regulations if we enter new markets or trades.
These requirements can affect the resale value or useful lives of our vessels, require a reduction in cargo capacity, ship
modifications or operational changes or restrictions, lead to decreased availability of insurance coverage for environmental matters
or result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports. Under local, national and
foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations,
natural resource damages, personal injury and property damage claims in the event that there is a release of a hazardous materials
from our vessels or otherwise in connection with our operations. Violations of, or liabilities under, safety and environmental
requirements can result in substantial penalties, fines and other sanctions, including in certain instances, seizure or detention of
our vessels. Events of this nature would have a material adverse impact on our financial condition and the results of operations.
We may be unable to obtain, maintain, and/or renew permits necessary for our operations or experience delays in obtaining
such permits, which could have a material effect on our operations.
The design, construction and operation of FSRUs and interconnecting pipelines and the transportation of LNG are subject
to governmental approvals and permits. The permitting rules, and the interpretations of those rules, are complex, change frequently
and are often subject to discretionary interpretations by regulators, all of which may make compliance more difficult or impractical,
and may increase the length of time it takes to receive regulatory approval for offshore LNG operations. In the future, the relevant
regulatory authorities may take actions to restrict or prohibit the access of FSRUs or LNG carriers to various ports or adopt new
rules and regulations applicable to FSRUs and LNG carriers that will increase the time needed to obtain necessary environmental
permits. We cannot assure unitholders that such changes would not have a material effect on our operations.
Our vessels operating in international waters now or, in the future, will be subject to various federal, state and local laws
and regulations relating to protection of the environment.
Our vessels traveling in international waters are subject to various existing regulations published by the International
Maritime Organization (or the IMO) as well as marine pollution and prevention requirements imposed by the International
Convention for the Prevention of Pollution from Ships. In addition, our LNG vessels may become subject to the International
Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances
by Sea, as amended by the April 2010 Protocol to the HNS Convention (or the 2010 HNS Convention), if it is entered into force.
In addition, national laws generally provide for a LNG carrier or offshore LNG facility owner or operator to bear strict liability
for pollution, subject to a right to limit liability under applicable national or international regimes for limitation of liability.
However, some jurisdictions are not a party to an international regime limiting maritime pollution liability, and, therefore, a vessel
owner’s or operator’s rights to limit liability for maritime pollution in such jurisdictions may be uncertain.
Please read “Item 4 Information on the Partnership—Business Overview—Environmental and Other Regulations—
International Maritime Regulations of LNG Vessels” and “Other Regulation” below for a more detailed discussion on these topics.
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Our vessels operating in U.S. waters now or, in the future, will be subject to various federal, state and local laws and
regulations relating to protection of the environment.
Our vessels operating in U.S. waters now or, in the future, will be subject to various federal, state and local laws and
regulations relating to protection of the environment, including the Oil Pollution Act of 1990 (OPA 90), the U.S. Comprehensive
Environmental Response, Compensation, and Liability Act (CERCLA), the Clean Water Act, and the Clean Air Act. In some
cases, these laws and regulations require us to obtain governmental permits and authorizations before we may conduct certain
activities. These environmental laws and regulations may impose substantial penalties for noncompliance and substantial liabilities
for pollution. Failure to comply with these laws and regulations may result in substantial civil and criminal fines and penalties.
As with the industry generally, our operations will entail risks in these areas, and compliance with these laws and regulations,
which may be subject to frequent revisions and reinterpretation, may increase our overall cost of business.
Please read “Item 4 Information on the Partnership—Business Overview—Environmental and Other Regulations- United
States Environmental Regulation of LNG Vessels” below for a more detailed discussion of the regulations applicable to our vessels.
Further changes to existing environmental legislation that is applicable to international and national maritime trade may
have an adverse effect on our business.
We believe that the heightened environmental, quality and security concerns of insurance underwriters, regulators and
charterers will generally lead to additional regulatory requirements, including enhanced risk assessment and security requirements
and greater inspection and safety requirements on all LNG carriers in the marine transportation markets and offshore LNG terminals.
These requirements are likely to add incremental costs to our operations and the failure to comply with these requirements may
affect the ability of our vessels to obtain and, possibly, collect on insurance or to obtain the required certificates for entry into the
different ports where we operate.
Further legislation, or amendments to existing legislation, applicable to international and national maritime trade are
expected over the coming years in areas such as ship recycling, sewage systems, emission control (including emissions of
greenhouse gases), ballast treatment and handling, etc. The United States has recently enacted legislation and regulations that
require more stringent controls of air and water emissions from ocean-going vessels. Such legislation or regulations may require
additional capital expenditures or operating expenses (such as increased costs for low-sulfur fuel) in order for us to maintain our
vessels’ compliance with international and/or national regulations.
Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the
adoption of, regulatory frameworks to reduce greenhouse gas emission from vessel emissions. These regulatory measures may
include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates
for renewable energy. Also, a treaty may be adopted in the future that requires the adoption of restrictions on shipping emissions.
Compliance with changes in laws and regulations relating to climate change could increase our costs of operating and maintaining
our vessels and could require us to make significant financial expenditures that we cannot predict with certainty at this time.
Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the
environmental impact of climate change, may also have an effect on demand for our services. For example, increased regulation
of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create
greater incentives for use of alternative energy sources. Any long-term material adverse effect on the oil and gas industry could
have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.
Please read "Item 4 Information on the Partnership—Business Overview—Environmental and Other Regulations—
Regulation of Greenhouse Gas Emissions" below for a more detailed discussion.
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Maritime claimants could arrest our vessels, which could interrupt our cash flow.
If we are in default on certain kinds of obligations, such as those to our lenders, crew members, suppliers of goods and
services to our vessels or shippers of cargo, these parties may be entitled to a maritime lien against one or more of our vessels. In
many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. In a few
jurisdictions, claimants could try to assert "sister ship" liability against one vessel in our fleet for claims relating to another of our
vessels. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay to have the
arrest lifted. Under some of our present charters, if the vessel is arrested or detained (for as few as 14 days in the case of one of
our charters) as a result of a claim against us, we may be in default of our charter and the charterer may terminate the charter. This
would negatively impact our revenues and reduce our cash available for distribution to unitholders.
Compliance with safety and other vessel requirements imposed by classification societies may be very costly and may
adversely affect our business.
The hull and machinery of every large, oceangoing commercial vessel must be classed by a classification society authorized
by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable
rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. With the exception of the
Golar Mazo, which is certified by Lloyds Register, all other vessels in our current fleet are each certified by Det Norske Veritas.
As part of the certification process, a vessel must undergo annual surveys, intermediate surveys and special surveys. In
lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed
periodically over a five-year period. Each of the vessels in our existing fleet is on a planned maintenance system approval, and
as such the classification society attends onboard once every year to verify that the maintenance of the equipment onboard is done
correctly. Each of the vessels in our existing fleet is required to be qualified within its respective classification society for drydocking
once every five years subject to an intermediate underwater survey done using an approved diving company in the presence of a
surveyor from the classification society.
If any vessel does not maintain its class or fails any annual survey, intermediate survey or special survey, the vessel will
be unable to trade between ports and will be unemployable. We would lose revenue while the vessel was off-hire and incur costs
of compliance. This would negatively impact our revenues and reduce our cash available for distribution to unitholders.
We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material
adverse effect on us.
We may be, from time to time, involved in various litigation matters. These matters may include, among other things,
contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment
matters, governmental claims for taxes or duties and other litigation that arises in the ordinary course of our business. Although
we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation
matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us.
Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent, which may have a material
adverse effect on our financial condition.
Risks Inherent in an Investment in Us
Golar and its affiliates may compete with us.
Pursuant to the omnibus agreement, Golar and its affiliates (other than us, our general partner and our subsidiaries)
generally agreed not to acquire, own, operate or charter certain FSRUs and LNG carriers operating under charters of five years
or more. The omnibus agreement, however, contains significant exceptions that may allow Golar and its affiliates to compete
with us, which could harm our business. Please read "Item 7—Major Unitholders and Related Party Transactions—Related Party
Transactions—Omnibus Agreement—Noncompetition."
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Unitholders have limited voting rights, and our partnership agreement restricts the voting rights of the unitholders owning
more than 4.9% of our common units.
Unlike the holders of common stock in a corporation, holders of common units have only limited voting rights on matters
affecting our business. We will hold a meeting of the limited partners every year to elect one or more members of our board of
directors and to vote on any other matters that are properly brought before the meeting. Common unitholders will be entitled to
elect only four of the seven members of our board of directors. The elected directors will be elected on a staggered basis and will
serve for three year terms. Our general partner in its sole discretion will appoint the remaining three directors and set the terms
for which those directors will serve. The partnership agreement also contains provisions limiting the ability of unitholders to call
meetings or to acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence
the manner or direction of management. Unitholders will have no right to elect our general partner, and our general partner may
not be removed except by a vote of the holders of at least 662/3% of the outstanding common units and subordinated units, including
any common units or subordinated units owned by our general partner and its affiliates, voting together as a single class.
Our partnership agreement further restricts unitholders’ voting rights by providing that if any person or group owns
beneficially more than 4.9% of any class of units then outstanding, any such units owned by that person or group in excess of
4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders,
calculating required votes (except for purposes of nominating a person for election to our board), determining the presence of a
quorum or for other similar purposes, unless required by law. The voting rights of any such unitholders 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 all classes
of units entitled to vote. Our general partner, its affiliates and persons who acquired common units with the prior approval of our
board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of
the elected directors.
Our general partner and its other affiliates own a significant interest in us and have conflicts of interest and limited
fiduciary and contractual duties, which may permit them to favor their own interests to the detriment of our unitholders.
As of April 29, 2015, Golar owns our 2.0% general partner interest, all of our incentive distribution rights and an
approximately 29% limited partner interest in us. All of our officers and certain of our directors are directors and/or officers of
Golar or its affiliates and, as such, they have fiduciary duties to Golar that may cause them to pursue business strategies that
disproportionately benefit Golar or which otherwise are not in the best interests of us or our unitholders. Conflicts of interest may
arise between Golar and its affiliates (including our general partner) on the one hand, and us and our unitholders, on the other
hand. As a result of these conflicts, our general partner and its affiliates may favor their own interests over the interests of our
unitholders. These conflicts include, among others, the following situations:
•
•
•
•
•
neither our partnership agreement nor any other agreement requires our general partner or Golar or its affiliates to
pursue a business strategy that favors us or utilizes our assets, and Golar’s officers and directors have a fiduciary
duty to make decisions in the best interests of the shareholders of Golar, which may be contrary to our interests;
our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as
opposed to in its capacity as our general partner. Specifically, our general partner will be considered to be acting in
its individual capacity if it exercises its call right, pre-emptive rights, registration rights or right to make a determination
to receive common units in exchange for resetting the target distribution levels related to the incentive distribution
rights, consents or withholds consent to any merger or consolidation of the partnership, appoints any directors or
votes for the election of any director, votes or refrains from voting on amendments to our partnership agreement that
require a vote of the outstanding units, voluntarily withdraws from the partnership, transfers (to the extent permitted
under our partnership agreement) or refrains from transferring its units, general partner interest or incentive
distribution rights or votes upon the dissolution of the partnership;
our general partner and our directors have limited their liabilities and reduced their fiduciary duties under the laws
of the Marshall Islands, while also restricting the remedies available to our unitholders, and, as a result of purchasing
common units, unitholders are treated as having agreed to the modified standard of fiduciary duties and to certain
actions that may be taken by our general partner and our directors, all as set forth in the partnership agreement;
our general partner is entitled to reimbursement of all reasonable costs incurred by it and its affiliates for our benefit;
our partnership agreement does not restrict us from paying our general partner or its affiliates for any services rendered
to us on terms that are fair and reasonable or entering into additional contractual arrangements with any of these
entities on our behalf;
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•
our general partner may exercise its right to call and purchase our common units if it and its affiliates own more than
80% of our common units; and our general partner is not obligated to obtain a fairness opinion regarding the value
of the common units to be repurchased by it upon the exercise of its limited call right.
Although a majority of our directors are elected by common unitholders, our general partner will likely have substantial
influence on decisions made by our board of directors.
Our officers face conflicts in the allocation of their time to our business.
Our officers, all of whom are directors or officers of Golar Management and perform executive officer functions for us
pursuant to the management and administrative services agreement, are not required to work full-time on our affairs and also
perform services for affiliates of our general partner, including Golar. The affiliates of our general partner, including Golar, conduct
substantial businesses and activities of their own in which we have no economic interest. As a result, there could be material
competition for the time and effort of our officers who also provide services to our general partner’s affiliates, which could have
a material adverse effect on our business, results of operations and financial condition. Please read “Item 6—Directors, Senior
Management and Employees.”
Our partnership agreement limits our general partner’s and our directors’ fiduciary duties to our unitholders and restricts
the remedies available to unitholders for actions taken by our general partner or our directors.
Our partnership agreement provides that our general partner will delegate to our board of directors the authority to oversee
and direct our operations, management and policies on an exclusive basis, and such delegation will be binding on any successor
general partner of the partnership. Our partnership agreement also contains provisions that reduce the standards to which our
general partner and directors would otherwise be held by Marshall Islands law. For example, our partnership agreement:
•
•
•
•
permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as
our general partner. Where our partnership agreement permits, our general partner may consider only the interests
and factors that it desires, and in such cases it has no fiduciary duty or obligation to give any consideration to any
interest of, or factors affecting, us, our affiliates or our unitholders. Decisions made by our general partner in its
individual capacity will be made by its sole owner, Golar. Specifically, pursuant to our partnership agreement, our
general partner will be considered to be acting in its individual capacity if it exercises its right to make a determination
to receive common units in exchange for resetting the target distribution levels related to the incentive distribution
rights (or the IDRs), call right, pre-emptive rights or registration rights, consents or withholds consent to any merger
or consolidation of the partnership, appoints any directors or votes for the election of any director, votes or refrains
from voting on amendments to our partnership agreement that require a vote of the outstanding units, voluntarily
withdraws from the partnership, transfers (to the extent permitted under our partnership agreement) or refrains from
transferring its units, general partner interest or IDRs or votes upon the dissolution of the partnership;
provides that our general partner and our directors are entitled to make other decisions in “good faith” if they
reasonably believe that the decision is in our best interests;
generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts
committee of our board of directors and not involving a vote of unitholders must be on terms no less favorable to us
than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and
that, in determining whether a transaction or resolution is “fair and reasonable,” our board of directors may consider
the totality of the relationships between the parties involved, including other transactions that may be particularly
advantageous or beneficial to us; and
provides that neither our general partner nor our officers or our directors will be liable for monetary damages to us,
our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment
entered by a court of competent jurisdiction determining that our general partner or directors or its officers or directors
or those other persons engaged in actual fraud or willful misconduct.
In order to become a limited partner of our partnership, a common unitholder is required to agree to be bound by the
provisions in the partnership agreement, including the provisions discussed above.
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Fees and cost reimbursements, which Golar Management determines for services provided to us, are substantial, are
payable regardless of our profitability and reduce our cash available for distribution to our unitholders.
Pursuant to the fleet management agreements, we pay fees for services provided to us and our subsidiaries by Golar
Management (a subsidiary of Golar) and certain other affiliates of Golar, including Golar Wilhelmsen, and we reimburse these
entities for all expenses they incur on our behalf. These fees and expenses include all costs and expenses incurred in providing
certain commercial and technical management services to our subsidiaries.
In addition, pursuant to the management and administrative services agreement Golar Management provides us with
significant management, administrative, financial and other support services. We reimburse Golar Management for its reasonable
costs and expenses incurred in connection with the provision of these services. In addition, we pay Golar Management a
management fee equal to 5% of its costs and expenses incurred in connection with providing services to us.
For a description of the fleet management agreements and the management and administrative services agreement, please
read “Item 7—Major Unitholders and Related Party Transactions.” Fees and expenses payable pursuant to the fleet management
agreements and the management and administrative services agreement are payable without regard to our financial condition or
results of operations. The payment of fees to and the reimbursement of expenses of Golar Management, Golar Wilhelmsen and
certain other affiliates of Golar could adversely affect our ability to pay cash distributions to our unitholders.
Our partnership agreement contains provisions that may have the effect of discouraging a person or group from attempting
to remove our current management or our general partner, which could diminish the trading price of our common units.
Our partnership agreement contains provisions that may have the effect of discouraging a person or group from attempting
to remove our current management or our general partner.
• The vote of the holders of at least 662/3% of all outstanding common and subordinated units voting together as a
single class is required to remove the general partner. Golar currently owns approximately 29% of the outstanding
common and subordinated units.
•
If our general partner is removed without “cause” during the subordination period and units held by our general
partner and Golar are not voted in favor of that removal, all remaining subordinated units will automatically convert
into common units, any existing arrearages on the common units will be extinguished, and our general partner will
have the right to convert its general partner interest and its IDRs (and Golar will have the right to convert its IDRs)
into common units or to receive cash in exchange for those interests based on the fair market value of those interests
at the time. A removal of our general partner under these circumstances would adversely affect the common units
by prematurely eliminating their distribution and liquidation preference over the subordinated units, which would
otherwise have continued until we had met certain distribution and performance tests. Any conversion of the general
partner interest or IDRs would be dilutive to existing unitholders. Furthermore, any cash payment in lieu of such
conversion could be prohibitively expensive. “Cause” is narrowly defined to mean that a court of competent
jurisdiction has entered a final, non-appealable judgment finding our general partner liable for actual fraud or willful
or wanton misconduct in its capacity as our general partner. Cause does not include most cases of charges of poor
business decisions, such as charges of poor management of our business by the directors appointed by our general
partner, so the removal of our general partner because of the unitholders’ dissatisfaction with the general partner’s
decisions in this regard would most likely result in the termination of the subordination period.
• Common unitholders are entitled to elect only four of the seven members of our board of directors. Our general
partner in its sole discretion appoints the remaining three directors.
• Election of the four directors elected by unitholders is staggered, meaning that the member(s) of only one of three
classes of our elected directors will be selected each year. In addition, the directors appointed by our general partner
serve for terms determined by our general partner.
• Our partnership agreement contains provisions limiting the ability of unitholders to call meetings of unitholders, to
nominate directors and to acquire information about our operations as well as other provisions limiting the unitholders’
ability to influence the manner or direction of management.
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• Unitholders’ voting rights are further restricted by the partnership agreement provision providing that if any person
or group owns beneficially more than 4.9% of any class of units then outstanding, any such units owned by that
person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when
sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person
for election to our board), determining the presence of a quorum or for other similar purposes, unless required by
law. The voting rights of any such unitholders 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 all classes of units entitled to vote. Our
general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors
will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the
elected directors.
• There are no restrictions in our partnership agreement on our ability to issue equity securities.
The effect of these provisions may be to diminish the price at which the common units will trade.
The control of our general partner may be transferred to a third party without unitholder consent.
Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially
all of its assets without the consent of the unitholders. In addition, our partnership agreement does not restrict the ability of the
members of our general partner from transferring their respective membership interests in our general partner to a third party.
Substantial future sales of our common units in the public market could cause the price of our common units to fall.
We have granted registration rights to Golar and certain of its affiliates. These unitholders have the right, subject to some
conditions, to require us to file registration statements covering any of our common, subordinated or other equity securities owned
by them or to include those securities in registration statements that we may file for ourselves or other unitholders. As of April
29, 2015, Golar owns 1,688,096 common units and 15,949,831 subordinated units. Following their registration and sale under
the applicable registration statement, those securities will become freely tradable. By exercising their registration rights and selling
a large number of common units or other securities, these unitholders could cause the price of our common units to decline.
Our general partner, as the holder of a majority of the IDRs, may elect to cause us to issue additional common units to it
and Golar in connection with a resetting of the target distribution levels related to our general partner’s and Golar’s IDRs
without the approval of the conflicts committee of our board of directors or holders of our common units and subordinated
units. This may result in lower distributions to holders of our common units in certain situations.
Our general partner, as the holder of a majority of the IDRs, has the right, at a time when there are no subordinated units
outstanding and our general partner and Golar have received incentive distributions at the highest level to which they are entitled
(48%) for each of the prior four consecutive fiscal quarters, to reset the initial cash target distribution levels at higher levels based
on the distribution at the time of the exercise of the reset election. Following a reset election by our general partner, the minimum
quarterly distribution amount will be reset to an amount equal to the average cash distribution amount per common unit for the
two fiscal quarters immediately preceding the reset election (such amount is referred to as the “reset minimum quarterly
distribution”), and the target distribution levels will be reset to correspondingly higher levels based on the same percentage increases
above the reset minimum quarterly distribution amount.
In connection with resetting these target distribution levels, our general partner and Golar will be entitled to receive a
number of common units equal to that number of common units whose aggregate quarterly cash distributions equaled the average
of the distributions to our general partner and Golar on the IDRs in the prior two quarters. We anticipate that our general partner
would exercise this reset right in order to facilitate acquisitions or internal growth projects that would not be sufficiently accretive
to cash distributions per common unit without such conversion; however, it is possible that our general partner could exercise this
reset election at a time when it is experiencing, or may be expected to experience, declines in the cash distributions it receives
related to its IDRs and may therefore desire to be issued our common units, rather than retain the right to receive incentive
distributions based on the initial target distribution levels. As a result, a reset election may cause our common unitholders to
experience dilution in the amount of cash distributions that they would have otherwise received had we not issued additional
common units to our general partner in connection with resetting the target distribution levels related to our general partner’s and
Golar’s IDRs.
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We may issue additional equity securities, including securities senior to the common units, without the approval of our
unitholders, which would dilute our current unitholders’ ownership interests.
We may, without the approval of our unitholders, issue an unlimited number of additional units or other equity securities.
In addition, we may issue an unlimited number of units that are senior to the common units in right of distribution, liquidation
and voting. The issuance by us of additional common units or other equity securities of equal or senior rank will have the following
effects:
•
•
•
•
•
our unitholders’ proportionate ownership interest in us will decrease;
the amount of cash available for distribution on each unit may decrease;
because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment
of the minimum quarterly distribution will be borne by our common unitholders will increase;
the relative voting strength of each previously outstanding unit may be diminished; and
the market price of the common units may decline.
Upon the expiration of the subordination period, the subordinated units will convert into common units and will then
participate pro rata with other common units in distributions of available cash.
During the subordination period, which we define elsewhere in this Annual Report, the common units will have the right
to receive distributions of available cash from operating surplus in an amount equal to the minimum quarterly distribution of
$0.3850 per unit, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior
quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. Distribution
arrearages do not accrue on the subordinated units. The purpose of the subordinated units is to increase the likelihood that during
the subordination period there will be available cash from operating surplus to be distributed on the common units. Upon the
expiration of the subordination period, the subordinated units will convert into common units and will then participate pro rata
with other common units in distributions of available cash. See “Item 8—Financial Information—Our Cash Distribution Policy.”
In establishing cash reserves, our board of directors may reduce the amount of cash available for distribution to our
unitholders.
Our partnership agreement requires our general partner to deduct from operating surplus cash reserves that it determines
are necessary to fund our future operating expenditures. These reserves also will affect the amount of cash available for distribution
to our unitholders. Our board of directors may establish reserves for distributions on the subordinated units, but only if those
reserves will not prevent us from distributing the full minimum quarterly distribution, plus any arrearages, on the common units
for the following four quarters. As described above in “—Risks Inherent in Our Business—We must make substantial capital
expenditures to maintain and replace the operating capacity of our fleet, which will reduce our cash available for distribution. In
addition, each quarter we are required to deduct estimated maintenance and replacement capital expenditures from operating
surplus, which may result in less cash available to unitholders than if actual maintenance and replacement capital expenditures
were deducted,” our partnership agreement requires our board of directors each quarter to deduct from operating surplus estimated
maintenance and replacement capital expenditures, as opposed to actual maintenance and replacement capital expenditures, which
could reduce the amount of available cash for distribution. The amount of estimated maintenance and replacement capital
expenditures deducted from operating surplus is subject to review and change by our board of directors at least once a year,
provided that any change must be approved by the conflicts committee of our board of directors.
Our general partner has a limited call right that may require unitholders to sell their common units at an undesirable time
or price.
If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will
have the right, which it may assign to any of its affiliates or to us, but not the obligation, to acquire all, but not less than all, of the
common units held by unaffiliated persons at a price not less than the then-current market price of our common units. Our general
partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the
exercise of this limited call right. As a result, unitholders may be required to sell their common units at an undesirable time or
price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of units.
Golar, which owns and controls our general partner, currently owns 3.7% of our common units. At the end of the
subordination period, assuming we do not issue any additional common units and the conversion of our subordinated units into
common units, Golar will own approximately 28% of our common units.
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Unitholders may not have limited liability if a court finds that unitholder action constitutes control of our business.
As a limited partner in a partnership organized under the laws of the Marshall Islands, a unitholder could be held liable
for our obligations to the same extent as a general partner if a unitholder participates in the “control” of our business. Our general
partner generally has unlimited liability for the obligations of the partnership, such as its debts and environmental liabilities, except
for those contractual obligations of the partnership that are expressly made without recourse to our general partner. In addition,
the limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been
clearly established in some jurisdictions in which we do business.
We can borrow money to pay distributions, which would reduce the amount of credit available to operate our business.
Our partnership agreement allows us to make working capital borrowings to pay distributions. Accordingly, if we have
available borrowing capacity, we can make distributions on all our units even though cash generated by our operations may not
be sufficient to pay such distributions. Any working capital borrowings by us to make distributions will reduce the amount of
working capital borrowings we can make for operating our business. For more information, please read “Item 5—Operating and
Financial Review and Prospects—Liquidity and Capital Resources.”
Increases in interest rates may cause the market price of our common units to decline.
An increase in interest rates may cause a corresponding decline in demand for equity investments in general, and in
particular for yield-based equity investments such as our common units. Any such increase in interest rates or reduction in demand
for our common units resulting from other relatively more attractive investment opportunities may cause the trading price of our
common units to decline.
Unitholders may have liability to repay distributions.
Under some circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under
the Marshall Islands Limited Partnership Act (or the Marshall Islands Act), we may not make a distribution to unitholders if the
distribution would cause our liabilities to exceed the fair value of our assets. Marshall Islands law provides that for a period of
three years from the date of the impermissible distribution, limited partners who received the distribution and who knew at the
time of the distribution that it violated Marshall Islands law will be liable to the limited partnership for the distribution amount.
Assignees who become substituted limited partners are liable for the obligations of the assignor to make contributions to the
partnership that are known to the assignee at the time it became a limited partner and for unknown obligations if the liabilities
could be determined from the partnership agreement. Liabilities to partners on account of their partnership interest and liabilities
that are non-recourse to the partnership are not counted for purposes of determining whether a distribution is permitted.
We have been organized as a limited partnership under the laws of the Republic of the Marshall Islands, which does not
have a well developed body of partnership law.
Our partnership affairs are governed by our partnership agreement and by the Marshall Islands Act. The provisions of
the Marshall Islands Act resemble provisions of the limited partnership laws of a number of states in the United States, most
notably Delaware. The Marshall Islands Act also provides that it is to be applied and construed to make it uniform with the
Delaware Revised Uniform Partnership Act and, so long as it does not conflict with the Marshall Islands Act or decisions of the
Marshall Islands courts, interpreted according to the non-statutory law (or case law) of the State of Delaware. There have been,
however, few, if any, court cases in the Marshall Islands interpreting the Marshall Islands Act, in contrast to Delaware, which has
a fairly well-developed body of case law interpreting its limited partnership statute. Accordingly, we cannot predict whether
Marshall Islands courts would reach the same conclusions as the courts in Delaware. For example, the rights of our unitholders
and the fiduciary responsibilities of our general partner under Marshall Islands law are not as clearly established as under judicial
precedent in existence in Delaware. As a result, unitholders may have more difficulty in protecting their interests in the face of
actions by our general partner and its officers and directors than would unitholders of a similarly organized limited partnership in
the United States.
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Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us with legal process or
enforce judgments against us, our directors or our management.
We are organized under the laws of the Marshall Islands, and substantially all of our assets are located outside of the
United States. In addition, our general partner is a Marshall Islands limited liability company, and our directors and officers
generally are or will be non-residents of the United States, and all or a substantial portion of the assets of these non-residents are
located outside the United States. As a result, it may be difficult or impossible for a unitholder to bring an action against us or
against these individuals in the United States if such unitholder believes that its rights have been infringed under securities laws
or otherwise. Even if a unitholder is successful in bringing an action of this kind, the laws of the Marshall Islands and of other
jurisdictions may prevent or restrict such unitholder from enforcing a judgment against our assets or the assets of our general
partner or our directors or officers.
Tax Risks
In addition to the following risk factors, read “Item 4—Information on the Partnership—Taxation of the Partnership,”
“Item 10—Additional Information—Taxation—Material U.S. Federal Income Tax Considerations” and “—Non-United States
Tax Considerations” for a more complete discussion of the expected material U.S. federal and non-U.S. income tax considerations
relating to us and the ownership and disposition of our common units. Read “Item 3—Key Information—Risk Factors—Risks
Inherent in Our Business” for a discussion on risks relating to UK tax leases.
U.S. tax authorities could treat us as a “passive foreign investment company,” which would have adverse U.S. federal
income tax consequences to U.S. unitholders.
A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be treated as a “passive foreign
investment company” (or PFIC) for U.S. federal income tax purposes if at least 75.0% of its gross income for any taxable year
consists of “passive income” or at least 50.0% of the average value of its assets produce, or are held for the production of, “passive
income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment
property, and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active
conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute
“passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to
the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or
other disposition of their interests in the PFIC.
Based on our current and projected method of operation, we believe that we were not a PFIC for any prior taxable year,
and we expect that we will not be treated as a PFIC for the current or for any future taxable year. We believe that more than 25.0%
of our gross income for each taxable year was or will be nonpassive income and more than 50.0% of the average value of our
assets for each such year was or will be held for the production of such nonpassive income. This belief is based on certain valuations
and projections regarding our assets, income and charters, and its validity is conditioned on the accuracy of such valuations and
projections. While we believe such valuations and projections to be accurate, the shipping market is volatile and no assurance
can be given that they will continue to be accurate at any time in the future.
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Moreover, there are legal uncertainties involved in determining whether the income derived from time-chartering activities
constitutes rental income or income derived from the performance of services. In Tidewater Inc. v. United States, 565 F.3d 299
(5th Cir. 2009), the United States Court of Appeals for the Fifth Circuit (or Fifth Circuit) held that income derived from certain
time-chartering activities should be treated as rental income rather than services income for purposes of a provision of the Internal
Revenue Code of 1986, as amended (or Code) relating to foreign sales corporations. In that case, the Fifth Circuit did not address
the definition of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how the income
from a time charter would be classified under such rules. If the reasoning of this case were extended to the PFIC context, the gross
income we derive or are deemed to derive from our time-chartering activities may be treated as rental income, and we would likely
be treated as a PFIC. In published guidance, the Internal Revenue Service (or IRS) stated that it disagreed with the holding in
Tidewater, and specified that time charters similar to those at issue in the case should be treated as service contracts. We have not
sought, and we do not expect to seek, an IRS ruling on the treatment of income generated from our time-chartering activities. As
a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition,
although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to
any taxable year, we cannot assure unitholders that the nature of our operations will not change in the future and that we will not
become a PFIC in any taxable year. If the IRS were to find that we are or have been a PFIC for any taxable year (and regardless
of whether we remain a PFIC for subsequent taxable years), our U.S. unitholders would face adverse U.S. federal income tax
consequences. Please read “Item 10—Additional Information—Taxation—Material U.S. Federal Income Tax Considerations—
U.S. Federal Income Taxation of U.S. Holders—PFIC Status and Significant Tax Consequences” for a more detailed discussion
of the U.S. federal income tax consequences to U.S. unitholders if we are treated as a PFIC.
We may have to pay tax on U.S. source income, which would reduce our cash flow.
Under the Code, 50.0% of the gross transportation income of a vessel owning or chartering corporation, such as ourselves,
that is attributable to transportation that either begins or ends, but that does not both begin and end, in the United States is
characterized as U.S. source gross transportation income. U.S. source gross transportation income generally is subject to a 4.0%
U.S. federal income tax without allowance for deduction unless the corporation qualifies for exemption from tax under Section
883 of the Code and the regulations promulgated thereunder.
We believe that we and each of our subsidiaries engaged in transportation will qualify for the Section 883 tax exemption
for the foreseeable future, and we will take this position for U.S. federal income tax return reporting purposes. However, there
are factual circumstances, including some that may be beyond our control, that could cause us to lose the benefit of this tax
exemption. In addition, our position that we qualify for this exemption is based upon legal authorities that do not expressly
contemplate an organizational structure such as ours; specifically, although we have elected to be treated as a corporation for U.S.
federal income tax purposes, we are organized as a limited partnership under Marshall Islands law. Therefore, we can give no
assurance that the IRS will not take a different position regarding our qualification, or the qualification of any of our subsidiaries,
for the Section 883 tax exemption.
If we or our subsidiaries are not entitled to this exemption under Section 883 for any taxable year, we or our subsidiaries
generally would be subject to a 4.0% U.S. federal gross income tax on our U.S. source gross transportation income for such year.
Our failure to qualify for the exemption under Section 883 could have a negative effect on our business and would result in
decreased earnings available for distribution to our unitholders. The vessels in our fleet do not currently engage, and we do not
expect that they will in the future engage, in transportation that begins and ends in the United States, and we do not currently
anticipate providing any regasification or storage services within the territorial seas of the United States. If, notwithstanding this
expectation, our subsidiaries earn income in the future from regasification or storage services in the United States or from
transportation that begins and ends in the United States, that income would not be exempt from U.S. federal income tax under
Section 883 of the Code and would be subject to a 35% net income tax in the United States. Please read “Item 4—Information on
the Partnership—Taxation of the Partnership—The Section 883 Exemption” for a more detailed discussion of the rules relating
to qualification for the exemption under Section 883 and the consequences of failing to qualify for such an exemption.
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Unitholders may be subject to income tax in one or more non-U.S. jurisdictions, including the United Kingdom, as a result
of owning our common units if, under the laws of any such jurisdiction, we are considered to be carrying on business there.
Such laws may require unitholders to file a tax return with, and pay taxes to, those jurisdictions.
We intend to conduct our affairs and cause or influence each of our subsidiaries to operate its business in a manner that
minimizes income taxes imposed upon us and our subsidiaries and that may be imposed upon a unitholder as a result of owning
our common units. However, because we are organized as a partnership, there is a risk in some jurisdictions, including the United
Kingdom, that our activities or the activities of our subsidiaries may be attributed to our unitholders for tax purposes if, under the
laws of such jurisdiction, we are considered to be carrying on business there. If a unitholder is subject to tax in any such jurisdiction,
such unitholder may be required to file a tax return with, and to pay tax in, that jurisdiction based on such unitholder’s allocable
share of our income. We may be required to reduce distributions to a unitholders on account of any tax withholding obligations
imposed upon us by that jurisdiction in respect of such allocation to such unitholder. The United States may not allow a tax credit
for any foreign income taxes that a unitholder directly or indirectly incurs by virtue of an investment in us.
We believe we can conduct our affairs in a manner that does not result in our unitholders being considered to be carrying
on business in the United Kingdom solely as a consequence of the acquisition, ownership, disposition or redemption of our common
units. However, the question of whether either we or any of our subsidiaries will be treated as carrying on business in any
jurisdiction, including the United Kingdom, will be largely a question of fact to be determined through an analysis of contractual
arrangements, including the fleet management agreements that our subsidiaries have entered into with Golar Management, certain
other subsidiaries of Golar and certain third-party vessel managers and the management and administrative service agreement that
we have entered into with Golar Management, as well as through an analysis of the manner in which we conduct business or
operations, all of which may change over time. Furthermore, the laws of the United Kingdom or any other jurisdiction may also
change, which could cause that jurisdiction’s taxing authorities to determine that we are carrying on business in such jurisdiction
and that we or our unitholders are subject to its taxation laws. In addition to the potential for taxation of our unitholders, any
additional taxes imposed on us or any of our subsidiaries will reduce our cash available for distribution.
Item 4. Information on the Partnership
A. History and Development of the Partnership
We are a publicly traded limited partnership that was formed on September 24, 2007, under the laws of the Republic of
the Marshall Islands, as a wholly owned subsidiary of Golar LNG Limited (Nasdaq: GLNG), a leading independent owner and
operator of Floating Storage Regasification Units (or FSRUs) and LNG carriers, to own and operate FSRUs and LNG carriers
under long-term charters. We completed our IPO in April 2011. As of April 24, 2015, we have a fleet of six FSRUs and four LNG
carriers.
Upon our formation, Golar contributed to us a 100% interest in certain subsidiaries which owned a 60% interest in the
Golar Mazo and which leased the Golar Spirit and the Methane Princess. In connection with our IPO, Golar transferred to us a
100% interest in the subsidiary which leases the Golar Winter and the legal title to the Golar Spirit.
In October 2011, we completed the acquisition of 100% interests in subsidiaries that own and operate the FSRU, the
Golar Freeze from Golar for a purchase price of $330.0 million for the vessel plus $9.0 million of working capital adjustments
less assumed bank debt of $108.0 million.
In July 2012, we acquired from Golar interests in the companies that own and operate the NR Satu for a purchase price
of approximately $385.0 million for the vessel plus working capital adjustments of $3.0 million. In addition, in November 2012,
we acquired from Golar interests in the companies that leased and operate the Golar Grand for a purchase price of $265.0 million
for the vessel plus working capital adjustments of $2.6 million less the assumed capital lease obligations of $90.8 million.
In February 2013, we acquired from Golar interests in the company that owns and operates the LNG carrier, the Golar
Maria for a purchase price of approximately $215.0 million less the assumed debt of $89.5 million.
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In March 2014, we acquired from Golar interests in the company that owns and operates the Golar Igloo for a purchase
price of approximately $310.0 million less assumed debt of $161.3 million plus fair value of the interest rate swap asset of $3.6
million and net working capital adjustments.
In January 2015, we acquired from Golar interests in the companies that own and operate the Golar Eskimo for a purchase
price of approximately $390.0 million less assumed bank debt of $162.8 million and net working capital adjustments.
See “Item 5. Operating and Financial Review and Prospects” for a description of our recent vessel acquisitions and the
financing arrangements related to our fleet.
We maintain our principal executive headquarters at 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton,
HM08, Bermuda. Our telephone number at that address is +1 (441) 295-4705. Our principal administrative offices are located at
13th Floor, One America Square, 17 Crosswall, London EC3N 2LB, United Kingdom.
B. Business Overview
General
Our business is to own and operate FSRUs and LNG carriers under long-term time charters (which we define as charters
with terms of five or more years). Our primary business objective is to increase quarterly distributions per unit over time by
growing our business through accretive acquisitions of FSRUs and LNG carriers and by chartering our vessels pursuant to long-
term charters with high quality customers that generate long-term stable cash flows. The vessels in our current fleet are chartered
to BG Group, Pertamina, Petrobras, Dubai Supply Authority, PTNR, Eni S.p.A., KNPC, the Government of the Hashemite Kingdom
of Jordan (or Jordan) (expected to commence charter of the Golar Eskimo in the second quarter of 2015) under long and medium-
term time charters that had an average remaining term of six years as of March 31, 2015 and Golar. Since our IPO in April 2011,
we have increased our quarterly distribution from $0.385 per unit paid on a prorated basis for the period from the closing of our
IPO through June 30, 2011, to $0.5625 per unit for the quarter ended December 31, 2014.
We intend to leverage the relationships, expertise and reputation of Golar, a leading independent owner and operator of
FSRUs and LNG carriers, to pursue potential growth opportunities and to attract and retain high-quality, creditworthy customers.
Golar is also developing a floating liquefaction (FLNG) business and currently has one FLNG vessel under construction. We may
in the future consider potential opportunities to expand our business through the acquisition of interests in FLNG assets from
Golar. Golar currently owns our 2.0% general partner interest, all of our IDRs and an approximately 29% limited partner interest
in us. Golar intends to utilize us as its primary growth vehicle to pursue the acquisition of long-term stable cash flow generating
FSRUs and LNG carriers.
Business Strategies
Our primary business objective is to increase quarterly distributions per unit over time by executing the following
strategies:
• Pursue strategic and accretive acquisitions of FSRUs and LNG carriers and in the future, possibly FLNG vessels.
We believe our affiliation with Golar positions us to pursue a broader array of growth opportunities, including strategic
and accretive acquisitions from Golar, with Golar or from third parties. Golar is not required to offer to us, and we
are not required to purchase, any FLNG assets.
• Compete for long-term charter contracts for FSRUs and LNG carriers when attractive opportunities arise. We
intend to work with Golar to participate in competitive tender processes and engage in negotiated transactions with
potential charterers for both FSRUs and LNG carriers when attractive opportunities arise by leveraging on the strength
of the industry expertise of Golar and our publicly traded partnership status.
• Manage our fleet and our customer relationships to provide a stable base of cash flows and superior operating
performance. We intend to manage the stability of cash flows in our fleet by actively seeking the extension or
renewal of existing charters, entering into new long-term charters with current customers and identifying potential
business opportunities with new high-quality charterers.
We can provide no assurance, however, that we will be able to implement our business strategies described above. For
further discussion of the risks that we face, please read “Item 3—Key Information—Risk Factors”.
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The Natural Gas Industry
Predominantly used to generate electricity and as a heating source, natural gas is one of the "big three" fossil fuels that
make up the vast majority of world energy consumption. As a cleaner burning fuel than both oil and coal, natural gas has become
an increasingly attractive fuel source in the last decade.
According to the EIA International Energy Outlook for 2013, worldwide energy consumption is projected to increase by
56% from 2010 to 2040, with total energy demand in non-OECD countries increasing by 90%, compared with an increase of 17%
in OECD countries. Natural gas consumption worldwide is forecast to increase by 64%, from 113 trillion cubic feet (or Tcf) in
2010 to 185 Tcf in 2040. The lower carbon intensity of natural gas relative to coal and oil, makes it an attractive fuel for industrial
and electric power sectors, for environmental reasons.
Countries that have natural gas demand in excess of the indigenous supply must either import natural gas through a
pipeline or, alternatively, in the form of LNG aboard ships. LNG is a natural gas that has been converted into its liquid state
through a cooling process, which allows for efficient transportation by sea. Upon arrival at its destination, LNG is returned to its
gaseous state by either an FSRU or a land based regasification facilities for the distribution to consumers through pipelines.
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Natural gas is an abundant fuel source, with the EIA estimating that, as of January 1, 2013, worldwide proved natural
gas reserves were 6,793 Tcf having grown by 39% over the past 20 years. Almost three-quarters of the world's natural gas reserves
are located in the Middle East and Eurasia. Russia, Iran and Qatar accounted for 55% of the world's natural gas reserves as of
January 1, 2013, and the United States, the fifth largest holder of natural gas reserves, is forecast to see an increase in production
growth from 21.2 tcf in 2010 to 33.1 tcf in 2040. Production in the Australia/New Zealand region is forecast to increase from
1.9tcf in 2010 to 6.7tcf in 2040 with most originating from Australia and much of this coming to market over the next 4-5 years.
More recently, sizeable new discoveries have been made on the east coast of Africa in countries including Mozambique, Tanzania
and Kenya.
The EIA predicts a substantial increase in the production of "unconventional" natural gas, including tight gas, shale gas
and coalbed methane. Shale gas production is now underway outside the US (Canada) and is slated to commence elsewhere
including China, Australia, Mexico, Argentina, Britain and other parts of OECD Europe. Although reserves of unconventional
natural gas are unknown, a 2013 EIA report on relatively near term technically recoverable shale gas indicates 7,299tcf of estimated
risked recoverable resource. This estimate is 10% higher than that included in the 2011 EIA report. Interestingly, the resource
estimate for China is 13% lower than the 2011 expectation as a result of a downward revision to reserves in one particular basin.
Much of the resource in this basin is deeper than what is currently considered to be commercially recoverable. Future advances
in drilling technology have the potential to reverse this.
Although the growth in production of unconventional domestic natural gas has resulted in a reduced rate of growth in
LNG demand in the U.S., the long-term impact of shale gas and other unconventional natural gas production on the global LNG
trade is unclear. Substantial increases in the extraction of US shale gas in 2008-9 initially suppressed demand for US bound LNG
and therefore shipping. Between 2010 and 2014 a number of cargoes were redirected from the US to the Far East which increased
LNG ton miles and demand for LNG shipping. Shipping ton miles may fall as Australian volumes which have more proximate
off-takers begin to deliver in 2015. The recent grant of non-FTA export permits in respect of six US projects representing
approximately 70 million tons of LNG per year does however raise the prospect of significant additional volumes being exported
out of the US. As most of these exports will be transported on an LNG carrier to more distant markets, shipping ton miles may
increase toward the end of this decade.
Liquefied Natural Gas
Overview
The need to transport natural gas over long distances across oceans led to the development of the international LNG trade.
The first shipments were made on a trial basis in 1959 between the United States and the United Kingdom, while 1964 saw the
start of the first commercial-scale LNG project to ship LNG from Algeria to the United Kingdom. LNG shipping provides a cost-
effective and safe means for transporting natural gas overseas. The LNG is transported overseas in specially built tanks on double-
hulled ships to a receiving terminal, where it is offloaded and stored in heavily insulated tanks. In regasification facilities at the
receiving terminal, the LNG is returned to its gaseous state (or regasified) and then carried by pipeline for distribution to natural
gas customers.
The following diagram displays the flow of natural gas and LNG from production to regasification.
LNG Supply Chain
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The LNG supply chain involves the following components:
Gas Field Production and Pipeline: Natural gas is produced and transported via pipeline to natural gas liquefaction
facilities located along the coast of the producing country. The advent of floating liquefaction will in some cases see the gas
transported to a marine based liquefaction facility.
Liquefaction Plant and Storage: Natural gas is cooled to a temperature of minus 260 degrees Fahrenheit, transforming
the gas into a liquid, which reduces its volume to approximately 1/600th of its volume in a gaseous state. The reduced volume
facilitates economical storage and transportation by ship over long distances, enabling countries with limited natural gas reserves
or limited access to long-distance transmission pipelines to meet their demand for natural gas.
Shipping: LNG is loaded onto specially designed, double-hulled LNG carriers and transported overseas from the
liquefaction facility to the receiving terminal.
Regasification: At the regasification facility (either onshore or aboard specialized LNG carriers), the LNG is returned
to its gaseous state, or regasified.
Storage, Distribution and Marketing: Once regasified, the natural gas is stored in specially designed facilities or
transported to natural gas consumers and end-use markets via pipelines.
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The World LNG Carrier Fleet
As of the end of March 2015, the world LNG carrier fleet consisted of 430 LNG carriers (including 21 FSRUs and 17
vessels less than 18,000m3). By the end of March 2015, there were orders for 162 new LNG carriers (including 7 FSRUs, 4
vessels less than 18,000m3 and 5 floating production, storage and offloading ("FPSO")), the majority of which will be delivered
between now and the end of 2016.
The order book has now defined the next generation of tradeable tonnage in regards to size and propulsion. The current
”standard” size for LNG carriers is approximately 166,000 cbm, up from 125,000 cbm during the 1970s, while propulsion
preference has shifted from a steam turbine to the more efficient Dual/Trifuel Disesel Electric (D/TFDE) or M-type, Electronically-
controlled Gas Injection (MEGI) systems.
While there are a number of different types of LNG vessels and "containment systems," there are two dominant containment
systems in use today:
•
•
The Moss system was developed in the 1970s and uses free standing insulated spherical tanks supported at the
equator by a continuous cylindrical skirt. In this system, the tank and the hull of the vessel are two separate
structures.
The Membrane system uses insulation built directly into the hull of the vessel, along with a membrane covering
inside the tanks to maintain their integrity. In this system, the ship's hull directly supports the pressure of the
LNG cargo.
Illustrations of these systems are included below:
Of the vessels currently trading and on order, approximately 74% employ the Membrane containment system, 24%
employ the Moss system and the remaining 2% employ other systems. Most newbuilds (85%) on order employ the membrane
containment system, because it most efficiently utilizes the entire volume of a ship's hull. In general, the construction period for
an LNG carrier is approximately 28-34 months.
Floating LNG Regasification
Floating LNG Storage and Regasification Vessels
The FSRU regasification process involves the vaporization of LNG and pressurizing and injection of the natural gas
directly into a pipeline. In order to regasify LNG, FSRUs are equipped with vaporizer systems that can operate in the open-loop
mode, the closed-loop mode or in both modes. In the open-loop mode, seawater is pumped through the system to provide the heat
necessary to convert the LNG to the vapor phase. In the closed-loop system, a natural gas-fired boiler is used to heat water circulated
in a closed-loop through the vaporizer and a steam heater to convert the LNG to the vapor phase. In general, FSRUs can be divided
into four subcategories:
•
•
•
•
FSRUs that are permanently located offshore;
FSRUs that are permanently near shore and attached to a jetty (with LNG transfer being either directly ship to ship
or over a jetty);
shuttle carriers that regasify and discharge their cargos offshore (sometimes referred to as energy bridge); and
shuttle carriers that regasify and discharge their cargos alongside.
Golar’s and our business model to date has been focused on FSRUs that are permanently offshore or near shore and
provide continuous regasification service.
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Demand for Floating LNG Regasification Facilities
The long-term outlook for global natural gas supply and demand has stimulated growth in LNG production and trade,
which is expected to drive a necessary expansion of regasification infrastructure. Worldwide regasification exceeds worldwide
liquefaction capacity and a large portion of the existing global regasification capacity is concentrated in a few markets such as
Japan, Korea and the U.S. Gulf Coast. There remains a significant demand for regasification infrastructure in growing economies
in Asia, Middle-East and Central/South America and Africa. We believe that the advantages of FSRUs compared to onshore
facilities make them highly competitive in these markets. FSRU projects can typically be completed in less time (two to three
years compared to four or more years for land based projects) and at a significantly lower cost (20 to 50% less) than comparably
sized land based alternatives. In the Middle East, Caribbean and South America almost all new regasification projects use an
FSRU. FSRUs are also beginning to penetrate Asian markets led by our NR Satu in Jakarta, Indonesia and a variety of projects
in India and South East Asia. Africa also represents a growth opportunity with several countries on the continent also expressing
interest in FSRU solutions.
Floating LNG regasification projects first emerged as a solution to the difficulties and protracted process of obtaining
permits to build shore-based LNG reception facilities (especially along the North American coasts). Due to their offshore location,
floating facilities are less likely than onshore facilities to be met with resistance in local communities, which is especially important
in the case of a facility that is intended to serve a highly populated area where there is a high demand for natural gas. As a result,
it is typically easier and faster for FSRUs to obtain necessary permits than for comparable onshore facilities. More recently, cost
and time, the fact that renewable energy generation is considered to be less reliable, low levels of investment in existing power
infrastructure and the recent availability of competitively priced gas have become the drivers behind the growing interest in the
various types of floating LNG regasification projects.
In addition to the advantages above, FSRUs offer a more flexible solution than land based terminals. They can generally
be used as an LNG carrier, a regasification shuttle vessel or permanently moored as an FSRU. FSRUs can be used on a seasonal
basis, as a short-term (one to two years) regasification solution or as a long-term solution for up to 20 years. They offer a fast track
regasification solution for markets that need immediate access to LNG supply and can be utilized as bridging solutions until a
land-based terminal is constructed. In this way, FSRUs are both a replacement for and complement to traditional land-based
regasification alternatives.
The World Floating LNG Regasification Vessel Fleet Size and Ownership
Compared to onshore terminals, the floating LNG regasification industry is fairly young. There are only a limited number
of companies, including Golar as well as Exmar, Excelerate Energy, and Hoegh LNG that are operating FSRU terminals for LNG
importers around the world. Golar was the first company to enter into an agreement for the long-term employment of an FSRU
based on the conversion of an existing LNG carrier.
As of March 31, 2015, there are 21 FSRUs either operating or committed to new projects.
While FSRUs have several advantages, they also have some potential limitations. Whereas FSRUs can have comparable
ability to offload cargo from LNG carriers relative to land based terminals, land based terminals typically have greater storage
capacity which can facilitate faster cargo offload in a situation when storage tanks are partially full. Land based terminals are also
potentially better suited for large gas send out capacity requirements in excess of the capacity of the largest FSRUs. These
disadvantages can however be mitigated by adding a Floating Storage Unit (FSU) or another FSRU to create more storage and
regasification capacity. Recently, the market has begun to see FSRU projects under development that involve more than one
regasification and storage vessel.
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Seasonality
Historically, LNG trade, and therefore charter rates, increased in the winter months and eased in the summer months as
demand for LNG for heating in the Northern Hemisphere rose in colder weather and fell in warmer weather. In general, the tanker
industry including the LNG vessel industry, has become less dependent on the seasonal transport of LNG than a decade ago. The
advent of FSRUs has opened up new markets and uses for LNG, spreading consumption more evenly over the year. There is a
higher seasonal demand during the summer months due to energy requirements for air conditioning in some markets or reduced
availability of hydro power in others and a pronounced higher seasonal demand during the winter months for heating in other
markets.
Competition — LNG Carriers and FSRUs
As the FSRU market continues to grow and mature new competitors are entering the market. In fact, Hoegh LNG,
Excelerate, Golar, BW Gas and Mitsuki O.S.K. lines have recently ordered FSRUs. The rapid growth of the FSRU market is giving
owners the confidence to place orders for speculative regasification tonnage. The LNG carrier market has grown significantly and
there have been new entrants. The expansion and growth of the FSRU and LNG carrier markets has led to more competition for
mid- and long-term LNG charters. Competition for these long-term charters is based primarily on price, vessel availability, size,
age and condition of the vessel, relationships with LNG carrier users and the quality, LNG experience and reputation of the
operator. In addition, LNG carriers and most new FSRU's may operate in the emerging LNG carrier spot market that covers short-
term charters of one year or less.
Together with Golar, we believe that we are one of the world’s largest independent LNG carrier and FSRU owner and
operators. We compete with other independent shipping companies who also own and operate LNG carriers and FSRUs.
In addition to independent LNG operators, some of the major oil and gas producers, including Royal Dutch Shell, BP,
and BG Group own LNG carriers and have in the recent past contracted for the construction of new LNG carriers. National gas
and shipping companies also have large fleets of LNG vessels that have expanded and will likely continue to expand. These
include Malaysian International Shipping Company, National Gas Shipping Company located in Abu Dhabi and Qatar Gas
Transport Company, or Nakilat.
Our Fleet and Customers
As of April 29, 2015, our fleet consisted of six FSRUs and four LNG carriers. We intend to leverage our relationship
with Golar to make additional accretive acquisitions of FSRUs, LNG carriers and potentially, floating liquefied natural gas vessels
(or FLNGVs), with long-term charters from Golar and third parties.
FSRUs
The following table provides information about the six FSRUs in our fleet. Unless otherwise indicated, we hold a 100%
economic interest in the vessels.
FSRU Vessel
Capacity
(cbm)
Offtake
Capacity
(Bcf/d)
Year of
Delivery
Year of
FSRU
Retrofitting
Current
Charter
Commencement
Charterer
Charter
Expiration
Golar Spirit
128,000
0.25
1981
2007
July 2008
Petrobras
2018
Charter
Extension
Option
Periods
Three years
plus two years
Golar Winter
138,000
0.50
2004
2008
September 2009
Petrobras
2024
(1)
none
Golar Freeze
NR Satu(3)
Golar Igloo
Golar Eskimo(4)(5)
Total Capacity
125,000
125,000
170,000
160,000
846,000
1977
1977
2014
2014
0.48
0.50
0.64
0.49
2.86
__________________________________________
2010
2012
n/a
n/a
May 2010
May 2012
March 2014
Q2 2015 (5)
DUSUP
PTNR
KNPC
Jordan
2020
2022
2018
2025
Terms
extending up
to 2025(2)
2025
none
none
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(1) The charter initially had a term of 10 years, expiring in 2019. However, in return for certain vessel modifications made at the request of
Petrobras the charter was extended by a further five years to 2024. These modifications were completed in August 2013.
(2) DUSUP has the option to extend the charter for two extension periods of two years and two years. DUSUP has an option to extend the
initial term or either of the extension periods by one year.
(3) We hold all of the voting stock and control all of the economic interests in PTGI, the company that owns and operates the NR Satu, pursuant
to a Shareholders' Agreement with the other shareholder of PTGI, PT Pesona. PT Pesona holds the remaining 51% interest in the issued
share capital of PTGI.
(4) We acquired the Golar Eskimo in January 2015.
(5) We entered into an agreement with Golar pursuant to which it will pay us an aggregate amount of $22.0 million in six equal monthly
installments starting in January 2015 and ending in June 2015 for the right to use the Golar Eskimo. We will in return remit to Golar any
hire payments received with respect to the vessel during this period and at Golar's request, charter the vessel to a third party prior to the
earlier of the commencement of hire payments from Jordan under the Golar Eskimo Charter and June 30, 2015.
As of March 31, 2015, our FSRU carriers had an average age of 20 years, compared to the world FSRU carrier fleet
average age of approximately 9 years. Our FSRU carriers are generally expected to have a lifespan of approximately 40-50 years.
The Golar Spirit, Golar Freeze and the NR Satu have Moss containment systems while the Golar Winter and the Golar Igloo have
membrane-type cargo containment systems. Our charterers are able to use our FSRU carriers worldwide or to sublet the vessels
to third parties.
Golar Spirit. The Golar Spirit is an FSRU that was retrofitted in 2007 from an LNG carrier built in 1981. The Golar
Spirit utilizes a closed-loop regasification system. The Golar Spirit is operating under a time charter to Petrobras. Petrobras is
the largest energy company in Brazil with an integrated structure consisting of oil and oil by-product exploration, production,
refining, marketing, and transportation. Petrobras currently operates the Golar Spirit in northeastern Brazil at the port of Pecem,
where she is moored at a jetty in sheltered waters behind a breakwater, delivering regasified LNG through a hard arm connection
directly into a pipeline that services base load power generating assets. The Golar Spirit has the ability to operate as a traditional
LNG carrier. Given that the Golar Spirit is principally operated in a stationary location and given the non-corrosive nature of
LNG, we believe that her useful post-retrofit service life will be extended by ten years in excess of her initial 40-year useful life.
Golar Winter. The Golar Winter is an FSRU that was retrofitted in 2008 from an LNG carrier built in 2004. The Golar
Winter is currently operating under a time charter to Petrobras. In August 2013, we completed the modifications to the Golar
Winter in return for an increase in the charter rate and an extension in the contract term by five years. The Golar Winter utilizes
a regasification system able to operate in both open- and closed-loop modes. From the time that she commenced service as an
FSRU, the Golar Winter was operated at an island jetty in Guanabara Bay outside Rio de Janeiro where she was moored at a jetty
in sheltered waters behind a breakwater, delivering regasified LNG through a hard arm connection directly into a pipeline that
services base load power generating assets. Following the completion of her modifications in August 2013, Petrobras moved the
Golar Winter from Rio de Janeiro to Bahia. The Golar Winter is employed by Petrobras as an FSRU to service peak load power
requirements.
Golar Freeze. The Golar Freeze is an FSRU that was retrofitted in 2010 from an LNG carrier built in 1977. The Golar
Freeze is currently operating as an FSRU under a time charter with DUSUP. DUSUP is the exclusive purchaser of natural gas in
Dubai. The Golar Freeze is permanently moored alongside a purpose built jetty within the existing Jebel Ali port. The Golar
Freeze is capable of storing and delivering regasified LNG to DUSUP for further delivery into the Dubai gas network. Given that
the Golar Freeze is principally operated in a stationary location and given the non-corrosive nature of LNG, we believe that her
useful post-retrofit service life will be extended by ten years in excess of its initial 40-year useful life.
NR Satu. The NR Satu is an FSRU that was retrofitted in 2012 from an LNG carrier built in 1977. The NR Satu is currently
operating under a time charter with PTNR. PTNR is a joint venture company that is 60% owned by Pertamina and 40% owned
by PT Perusahaan Gas Negara, an unaffiliated Indonesian company engaged in the transport and distribution of natural gas in
Indonesia. The NR Satu is permanently moored alongside a purpose built mooring facility. Given that the NR Satu is principally
operated in a stationary location and given the non-corrosive nature of LNG, we believe that her useful post-retrofit service life
will be 20 years.
Golar Igloo. The Golar Igloo is an FSRU that was built by the Korean shipyard, Samsung Heavy Industries Co. Ltd. and
was delivered to Golar in February 2014. It is currently operating under a time charter to KNPC that expires in 2018. KNPC is
the national oil refining company of Kuwait. We acquired the Golar Igloo in March 2014. Under the time charter, KNPC will use
the Golar Igloo as an FSRU for nine months each year and will be moored at a jetty at the Old South Pier at the Mina Al Ahmadi
Refinery. The Golar Igloo has the ability to operate as a traditional LNG carrier and has been utilized as a traditional LNG carrier
for the three months each year that she is not operating as an FSRU as provided under her charter.
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Golar Eskimo. The Golar Eskimo is an FSRU that was built by Korean shipyard, Samsung Heavy Industries Co., Ltd,
and was delivered to Golar in December 2014. We acquired the Golar Eskimo in January 2015. In the second quarter of 2015,
we expect the Golar Eskimo to commence service under a ten-year time charter with Jordan. The Golar Eskimo will be moored
at a purpose-built structure off the Red Sea port of Aqaba and will connect to the Jordan Gas Transmission Pipeline that delivers
natural gas to power plants in Jordan.
LNG Carriers
The following table provides additional information about the four LNG carriers in our current fleet. Unless otherwise
indicated, we hold a 100% economic interest in the vessels.
LNG Carrier
Golar Mazo(1)
Methane Princess
Golar Grand
Golar Maria
Total Capacity
Capacity
(cbm)
Year of
Delivery
135,000
138,000
145,700
145,700
564,400
2000
2003
2006
2006
Charterer
Pertamina
BG Group
Golar
Eni S.p.A.
Current
Charter
Expiration
2017
2024
2017
2017
(3)
Charter Extension
Option Periods
Five years plus five years (2)
Five years plus five years
none
none
____________________________________
(1) We own a 60% interest in the Golar Mazo, and Chinese Petroleum Corporation holds the remaining 40% interest.
(2) In addition, Pertamina has the right to one additional short-term extension of 2 to 12 months following either the initial period of the charter
or an extension period.
(3) BG Group did not exercise its option to extend its charter on the Golar Grand beyond February 2015. Accordingly, in February 2015, we
exercised our option to require Golar to charter the vessel through to October 2017 at approximately 75% of the hire rate that would have
been payable by BG Group, representing an approximate 25% loss of daily revenue to us with respect to the Golar Grand.
As of March 31, 2015, our LNG carriers had an average age of 11 years, compared to the world LNG carrier fleet average
age of approximately 11 years. LNG carriers are generally expected to have a lifespan of approximately 40 years. The Methane
Princess, the Golar Grand and the Golar Maria have membrane-type cargo containment systems whilst the Golar Mazo has a
Moss containment system. Our charterers are able to use our LNG carriers worldwide or to sublet the vessels to third parties.
Golar Mazo. The Golar Mazo is an LNG carrier built in 2000 that is currently operating under a time charter that expires
in 2017 with Pertamina. Founded in 1960, Pertamina is the state-owned oil and gas company in Indonesia and one of the world’s
largest producers and exporters of LNG. We own a 60% interest in this vessel and Chinese Petroleum Corporation owns the
remaining 40%.
Methane Princess. The Methane Princess is an LNG carrier built in 2003 that is currently operating under a time charter
that expires in 2024 with BG Group. BG Group engages in exploration and production of gas and oil reserves, export, shipping
and import of LNG, pipeline transmission and distribution of gas, and various gas-powered electricity generation projects.
Golar Grand. The Golar Grand is an LNG carrier built in 2006 that currently operating under a medium-term charter
with Golar. Prior to February 2015, the Golar Grand operated under a time charter with BG Group which was not extended
beyond its initial term and expired in the middle of February 2015. In February 2015, we exercised our option to require Golar
to charter in the vessel until October 2017 at approximately 75% of the hire rate paid by BG Group representing an approximate
25% loss of daily revenue to us with respect to the Golar Grand.
Golar Maria. The Golar Maria is an LNG carrier built in 2006 that is currently operating under a time charter that expires
in 2017 with LNG Shipping S.p.A. LNG Shipping S.p.A. is a wholly-owned subsidiary of Eni S.p.A., an integrated energy company
operating in the sectors of oil and gas exploration & production, international gas transportation and marketing, power generation,
refining and marketing, chemicals and oilfield services. Eni is partly owned by the Italian government.
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Charters
The services of our vessels are provided to their charterers under time charter party agreements (or TCPs), or, in the case
of the Golar Spirit and the Golar Winter, under separate TCPs and operation and services agreements (or OSAs). The TCPs and
the OSAs for the Golar Winter and the Golar Spirit are interdependent and when combined have the same effect as the TCPs for
our other vessels. We refer to the contracts under which we provide the services of our vessels to their charterers as our “time
charters” or our “charters.” Time charters provide for the use of the vessel for a fixed period of time at a specified daily rate.
Under a time charter, the vessel owner provides crewing and other services related to the vessel’s operation, the cost of which is
included in the daily rate, and the customer is responsible for substantially all of the vessel voyage costs (including fuel, port and
canal fees and LNG boil-off).
The following discussion describes the material terms of our charters.
Initial Term; Extensions
Refer to the tables under “— Our Fleet and Customers” for details on the charter commencement, charter expiration and
charter extension option periods for our vessels.
Hire Rate
“Hire rate” refers to the basic payment from the customer for use of the vessel.
Under our charters, hire is payable monthly, in advance, except for the Golar Igloo and the Golar Eskimo, where hire is
received monthly in arrears. Under all of our charters, hire is payable in U.S. Dollars, except for the operating cost component for
the Golar Spirit and the Golar Winter, which is payable in Brazilian Reals.
Certain of our charters provide for the payment by the charterer of an all-inclusive daily fixed rate. Under our other
charters, hire rate is primarily made up of two components:
•
Capital cost component - primarily relates to the cost of the vessel and is structured to meet that cost and provide
a return on investor capital. The capital cost component is generally constant for the duration of the initial term except for the
Golar Spirit and the Golar Winter.
•
Operating cost component - intended to compensate us for vessel operating expenses including management
fees. This component is generally established at the beginning of the charter and typically escalates annually on a fixed percentage
or fluctuates annually based on changes in a specified consumer price index.
The below table summarizes the key details of the hire rates for each vessel in our fleet:
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Vessel
Golar Spirit
Golar Winter
Capital cost
component
Increases on a bi-
annual basis based on
a cost of living index.
Increases on a bi-
annual basis based on
a cost of living index.
Golar Freeze
Fixed
This also includes a
mooring capital
element.
NR Satu
Golar Igloo(2)
Golar Eskimo(3)
Operating cost component
Fluctuates annually based on
changes to a specified cost of
living index and U.S. dollar
foreign exchange index.
Fluctuates annually based on
changes to a specified cost of
living index and U.S. dollar
foreign exchange index.
Annual adjustment based on
actual costs.
Annual adjustment based on
actual costs.
Other
Drydocking costs are
included as part of
the capital cost
component.
Drydocking costs are
included as part of
the capital cost
component.
There is also a tax
component (1).
Changes to hire rate in the extension
period (if applicable)
The hire rate will be reduced by
approximately 5%.
n/a
The hire rate will be reduced by 64%
from the initial hire rate.
The capital element will decrease 12%
in 2023, then by a further 7% in 2024
and 2025.
The hire rate is an all-inclusive daily fixed rate.
Fixed for first five
years of hire.
Decreases by 6.4%
after the first five
years of hire.
Increases by a fixed percentage
per annum.
Golar Mazo
Fixed
Annual adjustment based on
actual costs.
n/a
n/a
n/a
Reimbursement of
costs relating to:
i) Drydocking
ii) Additional cost
component (4)
Methane Princess Fixed
Increases by a fixed percentage
per annum.
Golar Grand
The hire rate is an all-inclusive daily fixed rate.
Golar Maria
The hire rate is an all-inclusive daily fixed rate.
Reduces by approximately 28%.
n/a
n/a
______________________________
(1) The tax element shall be adjusted only when there is any change in Indonesian Tax Laws (including any changes in interpretation or
implementation thereof) or any treaty to which Indonesia is party or the invalidity of any tax assumptions used in determining the tax
element.
(2) The Golar Igloo will provide floating storage and regasification services to KNPC for a nine-month period each year (or the Regasification
Season) until the termination of the charter. The Regasification Season will commence, at KNPC's election, between March 1 and March
31 of each year (or the Start Date) and will end nine months later (or the End Date). During the period between the End Date with respect
to one Regasification Season and the Start Date of the next succeeding Regasification Season (or the Regasification Off-Season), we may
charter the Golar Igloo to other customers under short-term charters.
(3) The Golar Eskimo charter with Jordan is expected to commence in the second quarter of 2015.
(4) The additional cost component comprises of reimbursement for certain costs associated with certain modifications, improvements, alterations
or replacements that are required pursuant to the charter, requested by Pertamina, or that are estimated to cost more than $2 million and
related to any financing we obtain at the request of Pertamina.
The hire rate payable for each of our vessels may be reduced if they do not perform to certain of their contractual
specifications or if we are in breach of any of our representations and warranties in the charter.
Expenses
Under our charters, we are responsible for operating expenses, which include crewing, repairs and maintenance, insurance,
stores, lube oils and communication expenses as well as periodic drydocking costs. We are also directly responsible for providing
all of these items and services. The charterer generally pays the voyage expenses, which include all expenses relating to particular
voyages, including any bunker fuel expenses, LNG boil-off, port fees, cargo loading and unloading expenses, canal tolls, agency
fees and commissions. For FSRUs, the charterer is responsible for providing, maintaining, repairing and operating certain facilities
at the unloading port such as sufficient mooring infrastructure for LNG ships to be berthed alongside and a high pressure send-
out pipeline.
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Off-hire
When a vessel is “off-hire” or not available for service, the charterer generally is not required to pay the hire rate and we
are responsible for all costs. Prolonged off-hire may lead to vessel substitution or termination of the time charter.
A vessel generally will be deemed off-hire if there is a specified time it is not available for the charterer’s use due to,
among other things:
•
•
operational deficiencies, drydocking for repairs, maintenance or inspection, equipment breakdowns, or delays due
to accidents, crewing strikes, certain vessel detentions or similar problems; or
our failure to maintain the vessel in compliance with its specifications and contractual standards or to provide the
required crew.
Under the charters for the Golar Spirit, the Golar Winter and the NR Satu, an off-hire allowance is provided for a certain
number of hours of scheduled off-hire per year. Under the Golar Freeze charter, we are allowed a certain number of days to carry
out periodic drydocking during which time the vessel will not be off-hire and therefore, we will continue to receive the hire rate
during such period. Similarly, the Golar Mazo will not be considered to be off-hire for scheduled drydockings for a certain number
of days in each three-year period. The number of days during which the Golar Mazo will not be considered to be off-hire is intended
to correspond to the number of days that the Golar Mazo is expected to be off-hire for an ordinary, regularly scheduled drydocking.
During their retrofitting, the FSRUs, except for the NR Satu, were prepared for five years in service between drydockings.
This is in line with the policy adopted by the industry for new LNG carriers. The NR Satu was prepared so it could remain in
service for the duration of its charter with PTNR, including option periods, before its first drydocking as an FSRU. The FSRUs
will benefit from the significantly reduced loads and wear and tear associated with remaining in sheltered waters for the majority
of the terms of their charters. Our vessels are drydocked at least once during a five-year class cycle for inspection of the underwater
parts and for general repairs.
Ship Management and Maintenance
Under our charters, we are responsible for the technical management of the vessels, including engagement and provision
of qualified crews, maintaining the vessel, arranging supply of stores and equipment, periodic drydocking, cleaning and painting
and ensuring compliance with applicable regulations, including licensing and certification requirements. Golar Management and
certain other affiliates of Golar provide these management services to the vessels in our fleet through fleet management agreements
with our vessel owning subsidiaries. Golar Wilhelmsen, a jointly controlled company that is jointly owned by Golar and Wilhelmsen
Ship Management (Norway) AS, provides certain technical management services to our vessels through agreements with Golar
Management.
We are focused on operating and maintaining our vessels to the highest safety and industry standards and at the same
time maximizing revenue from each vessel. It is our policy to have our crews perform planned maintenance on our vessels while
in operation, to reduce time required for repairs during drydocking. This will reduce the overall off-hire period required for
dockings and repairs. Since we generally do not earn hire from a vessel while it is in drydock (except in the case of the Golar
Mazo, whose charter provides for an allowance for any regularly scheduled drydocking in a three-year period, provided that,
subsequent to every two drydockings, the parties will meet to determine the allowance period for each of the two subsequent
drydockings, and the Golar Freeze), we believe that the additional revenue earned from reduced off-hire periods outweighs the
expense of the additional crew members or subcontractors.
Termination
Each charter terminates automatically upon loss of the vessel. Under certain circumstances, a charterer may terminate
a charter (upon written notice). These circumstances include:
•
•
•
•
the occurrence of specified events of default;
requisition by any governmental authority;
force majeure after a continuous and specified period or in the event that war or hostilities materially and adversely
affect the operations of the applicable vessel; and
specified extended periods of off-hire.
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In addition, we are generally entitled to suspend performance (but with the continuing accrual to our benefit of hire
payments and default interest) and terminate the charter if the customer defaults in its payment obligations.
Under the Golar Spirit and the Golar Winter charters, Petrobras has the right to terminate the Golar Spirit and the Golar
Winter charters, after the fifth and tenth anniversary, respectively, of the commencement of the applicable charter without fault
upon payment of a termination fee specified in the relevant charter. Six months’ notice is required if Petrobras wishes to exercise
its right to no fault termination under either of the charters.
Under the Golar Freeze charter, DUSUP has the right to terminate the charter without fault after the fifth anniversary of
the commencement of the charter and by giving six months prior written notice and payment of a compensatory fee.
Under the Golar Igloo charter, we can offer a substitute FSRU for the remainder of the Regasification Season at the same
hire rate in the event the Golar Igloo cannot perform the service due to an extended force majeure.
Under the Golar Eskimo charter, which we expect will commence in the second quarter of 2015, Jordan has the right to
terminate the charter without fault (as long as they do not charter an alternative FSRU) on or after the fifth anniversary of the
commencement of the charter and by giving 12 months prior written notice and payment of a specified early termination fee.
Under the Methane Princess charter, upon a default by us, the charterer is also entitled to require the charter to be
substituted by a bareboat charter between us and the charterers on terms specified in the charter.
Under the Golar Mazo charter, upon a default by us, the charterer is also entitled to take possession of the vessel and
operate, maintain and insure it at the charterer’s sole risk and expense.
Purchase Option
The NR Satu charter contains a provision that allows PTNR to purchase the vessel at any time, subject to agreeing to the
commercial terms.
Classification, Inspection and Maintenance
Every large, commercial seagoing vessel must be “classed” by a classification society. The classification society certifies
that the vessel is “in class,” signifying that the vessel has been built and maintained in accordance with the rules of the classification
society and complies with applicable rules and regulations of that particular class of vessel as laid down by that society and the
applicable flag state.
For maintenance of the class certificate, regular and extraordinary surveys of hull, machinery, including the electrical
plant and any special equipment classed, are required to be performed by the classification society, to ensure continuing compliance.
Vessels are drydocked at least once during a five-year class cycle for inspection of the underwater parts and for repairs related to
inspections. If any defects are found, the classification surveyor will issue a “recommendation” which must be rectified by the
shipowner within prescribed time limits. The classification society also undertakes on request of the flag state other surveys and
checks that are required by the regulations and requirements of that flag state. These surveys are subject to agreements made in
each individual case and/or to the regulations of the country concerned.
Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a
classification society, which is a member of the International Association of Classification Societies. With the exception of the
Golar Mazo, which is certified by Lloyds Register, all other vessels in our current fleet are each certified by Det Norske Veritas. All
of our vessels have been awarded International Safety Management ("ISM") certification and are currently “in class.”
The ship manager carries out inspections of the ships on a regular basis; both at sea and while the vessels are in port,
while Golar carries out inspection and ship audits to verify conformity with the manager’s reports. The results of these inspections,
which are conducted both in port and while underway, result in a report containing recommendations for improvements to the
overall condition of the vessel, maintenance, safety and crew welfare. Based in part on these evaluations, we create and implement
a program of continual maintenance and improvement for our vessels and their systems.
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Safety, Management of Ship Operations and Administration
Safety is our top operational priority. Our vessels are operated in a manner intended to protect the safety and health of
our employees, the general public and the environment. We actively manage the risks inherent in our business and are committed
to eliminating incidents that threaten safety, such as groundings, fires and collisions. We are also committed to reducing emissions
and waste generation. We have established key performance indicators to facilitate regular monitoring of our operational
performance. We set targets on an annual basis to drive continuous improvement, and we review performance indicators monthly
to determine if remedial action is necessary to reach our targets. Golar’s shore staff performs a full range of technical, commercial
and business development services for us. This staff also provides administrative support to our operations in finance, accounting
and human resources.
Through its affiliates, Golar assists us in managing our ship operations and maintaining a technical department to monitor
and audit our ship manager operations. Our appointed ship manager, Golar Wilhelmsen Management AS (Golar Wilhelmsen), is
working to the standard of International Standards Organization’s (or ISO) 9001 and ISO 14001, and have through Det Norske
Veritas, the Norwegian classification society, and Lloyds, obtained approval of their safety management systems as being in
compliance with the International Safety Management Code (or ISM Code), on behalf of the appropriate Flag State for the vessels
in our current fleet, which are flagged in the Marshall Islands or Liberia. Golar Wilhelmsen, established in 2010, received its ISO
9001 certification on April 7, 2011. Our vessels’ safety management certificates are being maintained through ongoing internal
audits performed by the manager and intermediate audits performed by Det Norske Veritas or Lloyds. To supplement our operational
experience, Golar and its affiliates provide expertise in various functions critical to our operations. This affords an efficient and
cost effective operation and, pursuant to administrative services agreements with certain affiliates of Golar, access to human
resources, financial and other administrative functions. Critical ship management functions that will be provided by Golar
Management through various of its offices around the world include:
•
•
•
technical management, maintenance, dockings;
crew management;
procurement, purchasing, forwarding logistics;
• marine operations;
•
•
•
•
vetting, oil major and terminal approvals;
shipyard supervision;
insurance; and
financial services.
These functions are supported by onboard and onshore systems for maintenance, inventory, purchasing and budget
management. In addition, Golar’s day-to-day focus on cost control will be applied to our operations. To some extent, the uniform
design of some of our vessels and the adoption of common equipment standards should also result in operational efficiencies,
including with respect to crew training and vessel management, equipment operation and repair, and spare parts ordering.
Competition
We operate in markets that are highly competitive and based primarily on supply and demand. We compete for charters
based upon price, customer relationships, operating expertise, professional reputation, and size, age and condition of the vessels.
Competition for providing FSRUs and LNG carriers for chartering purposes comes from a number of experienced shipping
companies. Some of our competitors have significantly greater financial resources than we do and can operate larger fleets and
may be able to offer better charter rates. An increasing number of marine transportation companies have entered the FSRU and
LNG carrier sector, including many with strong reputations and extensive resources and experience. This increased competition
may cause greater price competition for time charters. While the majority of the existing world LNG carrier fleet is employed on
long-term charters, there is competition for the employment of vessels whose charters are expiring and for the employment of
vessels which are not dedicated to a long-term contract.
Competition for long-term LNG charters is based primarily on price, vessel availability, size, age and condition of the
vessel, relationships with LNG carrier users, the quality of LNG carrier users and the experience and reputation of the carrier
operator. In addition, vessels may operate in the emerging LNG carrier spot market that covers short-term charters of one year or
less during periods of increased competition due to an oversupply of LNG carriers.
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Seasonality
Our vessels primarily operate under long-term charters and are not subject to the effect of seasonal variations in demand.
Crewing and Staff
As of December 31, 2014, Golar employed (directly and through ship managers) approximately 500 seagoing staff who
serve on our vessels. Golar and its affiliates may employ additional seagoing staff to assist us as we grow. Certain affiliates of
Golar, including Golar Management and Golar Wilhelmsen, provide commercial and technical management services, including
all necessary crew-related services, to our subsidiaries pursuant to the fleet management agreements. Please read “Item 7—Major
Unitholders and Related Party Transactions—Related Party Transactions—Fleet Management Agreements.” We regard attracting
and retaining motivated seagoing personnel as a top priority. Like Golar, we offer our seafarers competitive employment packages
and opportunities for personal and career development, which relates to a philosophy of promoting internally. The officers operating
our vessels are engaged on individual employment contracts, while the ship managers have entered into Collective Bargaining
Agreements that cover substantially all of the seamen that operate the vessels in our current fleet, which are flagged in the Marshall
Islands, Indonesia or Liberia. We believe our relationships with these labor unions are good. Our commitment to training is
fundamental to the development of the highest caliber of seafarers for our marine operations. Golar’s cadet training approach is
designed to balance academic learning with hands-on training at sea. Golar has relationships with training institutions in
Croatia, India, Norway, Philippines, Indonesia and the United Kingdom. After receiving formal instruction at one of these
institutions, our cadets’ training continues on board one of our vessels. We believe that high-quality crewing and training policies
will play an increasingly important role in distinguishing the preferred larger and LNG-experienced independent shipping
companies from those that are newcomers to LNG and lacking in-house experienced staff and established expertise on which to
base their customer service and safety operations.
Risk of Loss, Insurance and Risk Management
The operation of any vessel, including FSRUs and LNG carriers, has inherent risks. These risks include mechanical
failure, personal injury, collision, property loss, vessel or cargo loss or damage and business interruption due to political
circumstances in foreign countries or war risk situations or hostilities. In addition, there is always an inherent possibility of marine
disaster, including explosion, spills and other environmental mishaps, and the liabilities arising from owning and operating vessels
in international trade. We believe that our present insurance coverage is adequate to protect us against the accident related risks
involved in the conduct of our business and that we maintain appropriate levels of environmental damage and pollution insurance
coverage consistent with standard industry practice. However, not all risks can be insured, and there can be no guarantee that any
specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.
We have obtained hull and machinery insurance on all our vessels against marine and war risks, which include the risks
of damage to our vessels, salvage or towing costs, and also insure against actual or constructive total loss of any of our vessels.
However, our insurance policies contain deductible amounts for which we will be responsible. We have also arranged additional
total loss coverage for each vessel. This coverage, which is called hull interest and freight interest coverage, provides us additional
coverage in the event of the total loss of a vessel.
We have also obtained loss of hire insurance to protect us against loss of income in the event one of our vessels cannot
be employed due to damage that is covered under the terms of our hull and machinery insurance. Under our loss of hire policies,
our insurer will pay us the daily rate agreed in respect of each vessel for each day, in excess of a certain number of deductible
days, for the time that the vessel is out of service as a result of damage, for a maximum of 218 days. The number of deductible
days varies from 14 days for the new ships to 30 days for the older ships, and depending on the type of damage; machinery or hull
damage.
Protection and indemnity insurance, which covers our third party legal liabilities in connection with our shipping activities,
is provided by a mutual protection and indemnity association, or P&I club. This includes third party liability and other expenses
related to the injury or death of crew members, passengers and other third party persons, loss or damage to cargo, claims arising
from collisions with other vessels or from contact with jetties or wharves and other damage to other third party property, including
pollution arising from oil or other substances, and other related costs, including wreck removal. Subject to the capping discussed
below, our coverage, except for pollution, is unlimited.
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Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel or FSRU per incident. The
thirteen P&I clubs that comprise the International Group of Protection and Indemnity Clubs insure approximately 90% of the
world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities. Each P&I club
has capped its exposure in this pooling agreement so that the maximum claim covered by the pool and its reinsurance would be
approximately $5.45 billion per accident or occurrence. We are a member of Gard and Skuld P&I Clubs. As a member of these
P&I clubs, we are subject to a call for additional premiums based on the clubs' claims record, as well as the claims record of all
other members of the P&I clubs comprising the International Group. However, our P&I clubs have reinsured the risk of additional
premium calls to limit our additional exposure. This reinsurance is subject to a cap, and there is the risk that the full amount of
the additional call would not be covered by this reinsurance.
The insurers providing the covers for Hull and Machinery, Hull and Cargo interests, Protection and Indemnity and Loss
of Hire insurances have confirmed that they will consider the FSRUs as vessels for the purpose of providing insurance. For the
FSRUs, we have also arranged an additional Comprehensive General Liability (or CGL) insurance. This type of insurance is
common for offshore operations and is additional to the P&I insurance. Our cover under the CGL insurance is $150 million per
unit for the Golar Spirit and the Golar Winter, $15 million for the Golar Freeze and $50 million for the NR Satu.
We will use in our operations Golar’s thorough risk management program that includes, among other things, computer-
aided risk analysis tools, maintenance and assessment programs, a seafarers' competence training program, seafarers' workshops
and membership in emergency response organizations. We expect to benefit from Golar's commitment to safety and environmental
protection as certain of its subsidiaries assist us in managing our vessel operations. Golar Wilhelmsen, our ship manager, received
its ISO 9001 certification in April 2011, and is certified in accordance with the IMO's International Management Code for the
Safe Operation of Ships and Pollution Prevention on a fully integrated basis.
Environmental and Other Regulations
General
Governmental and international agencies extensively regulate the carriage, handling, storage and regasification of LNG.
These regulations include international conventions and national, state and local laws and regulations in the countries where our
vessels now, or in the future, will operate or where our vessels are registered. We cannot predict the ultimate cost of complying
with these regulations, or the impact that these regulations will have on the resale value or useful lives of our vessels. In addition,
any serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact,
including the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could result in additional legislation or regulation that could
negatively affect our profitability. Various governmental and quasi-governmental agencies require us to obtain permits, licenses
and certificates for the operation of our vessels.
Although we believe that we are substantially in compliance with applicable environmental laws and regulations and
have all permits, licenses and certificates required for our vessels, future non-compliance or failure to maintain necessary permits
or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of our vessels. A variety
of governmental and private entities inspect our vessels on both a scheduled and unscheduled basis. These entities, each of which
may have unique requirements and each of which conducts frequent inspections, include local port authorities, such as the U.S.
Coast Guard, harbor master or equivalent, classification societies, flag state, or the administration of the country of registry,
charterers, terminal operators and LNG producers.
Golar Wilhelmsen is operating in compliance with the International Standards Organization (or ISO) Environmental
Standard for the management of the significant environmental aspects associated with the ownership and operation of a fleet of
LNG carriers. Golar Wilhelmsen received its ISO 9001 certification (quality management systems) in April 2011 and the ISO
14001 Environmental Standard in August 2012. This certification requires that we and Golar Wilhelmsen commit managerial
resources to act on our environmental policy through an effective management system.
International Maritime Regulations of LNG Vessels
The IMO is the United Nations' agency that provides international regulations governing shipping and international
maritime trade. The requirements contained in the ISM Code promulgated by the IMO, govern our operations. Among other
requirements, the ISM Code requires the party with operational control of a vessel to develop an extensive safety management
system that includes, among other things, the adoption of a policy for safety and environmental protection policy setting forth
instructions and procedures for operating its vessels safely and also describing procedures for responding to emergencies. Golar
Wilhelmsen, our ship manager, holds a Document of Compliance under the ISM Code for operation of Gas Carriers that meets
the standards set by the IMO.
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Vessels that transport gas, including LNG carriers and FSRUs, are also subject to regulation under the International Gas
Carrier Code (or the IGC Code) published by the IMO. The IGC Code provides a standard for the safe carriage of LNG and certain
other liquid gases by prescribing the design and construction standards of vessels involved in such carriage. Compliance with the
IGC Code must be evidenced by a Certificate of Fitness for the Carriage of Liquefied Gases in Bulk. Each of our vessels is in
compliance with the IGC Code. Non-compliance with the IGC Code or other applicable IMO regulations may subject a shipowner
or a bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may
result in the denial of access to, or detention in, some ports.
The IMO also promulgates ongoing amendments to the International Convention for the Safety of Life at Sea 1974 and
its protocol of 1988, otherwise known as SOLAS. SOLAS provides rules for the construction of and equipment required for
commercial vessels and includes regulations for safe operation. It requires the provision of lifeboats and other life-saving
appliances, requires the use of the Global Maritime Distress and Safety System which is an international radio equipment and
watchkeeping standard, afloat and at shore stations, and relates to the Treaty on the Standards of Training and Certification of
Watchkeeping Officers (or STCW) also promulgated by the IMO. Flag states that have ratified SOLAS and STCW generally
employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake
surveys to confirm compliance.
SOLAS and other IMO regulations concerning safety, including those relating to treaties on training of shipboard
personnel, lifesaving appliances, radio equipment and the global maritime distress and safety system, are applicable to our
operations. Non-compliance with these types of IMO regulations may subject us to increased liability or penalties, may lead to
decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.
For example, the U.S. Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM
Code are prohibited from trading in U.S. and European Union ports.
In the wake of increased worldwide security concerns, the IMO amended SOLAS and added the International Ship and
Port Facility Security Code (or ISPS Code) as a new chapter to that convention. The objective of the ISPS, which came into effect
on July 1, 2004, is to detect security threats and take preventive measures against security incidents affecting ships or port facilities.
Golar Wilhelmsen has developed Security Plans, appointed and trained Ship and Office Security Officers and all of our vessels
have been certified to meet the ISPS Code. See "—Vessel Security Regulations" for a more detailed discussion about these
requirements.
The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if
any, may be passed by the IMO and what effect, if any, such regulation may have on our operations.
Air Emissions
The International Convention for the Prevention of Marine Pollution from Ships (or MARPOL), is the principal
international convention negotiated by the IMO governing marine pollution prevention and response. MARPOL imposes
environmental standards on the shipping industry relating to oil spills, management of garbage, the handling and disposal of
noxious liquids, sewage and air emissions. MARPOL 73/78 Annex VI "Regulations for the prevention of Air Pollution" (or Annex
VI) entered into force on May 19, 2005, and applies to all ships, fixed and floating drilling rigs and other floating platforms. Annex
VI sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts, emissions of volatile compounds from cargo tanks,
incineration of specific substances, and prohibits deliberate emissions of ozone depleting substances. Annex VI also includes a
global cap on sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions.
The certification requirements for Annex VI depend on size of the vessel and time of periodical classification survey. Ships
weighing more than 400 gross tons and engaged in international voyages involving countries that have ratified the conventions,
or ships flying the flag of those countries, are required to have an International Air Pollution Certificate (or an IAPP Certificate).
Annex VI came into force in the United States on January 8, 2009 and has been amended a number of times. As of the current
date, all our ships delivered or drydocked since May 19, 2005 have all been issued with IAPP Certificates.
In March 2006, the IMO amended Annex I to MARPOL, including a new regulation relating to oil fuel tank protection,
which became effective August 1, 2007. The new regulation applies to various ships delivered on or after August 1, 2010. It
includes requirements for the protected location of the fuel tanks, performance standards for accidental oil fuel outflow, a tank
capacity limit and certain other maintenance, inspection and engineering standards. IMO regulations also require owners and
operators of vessels to adopt Ship Oil Pollution Emergency Plans. Periodic training and drills for response personnel and for
vessels and their crews are required.
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On July 1, 2010, amendments proposed by the United States, Norway and other IMO member states to Annex VI to the
MARPOL Convention took effect that require progressively stricter limitations on sulfur emissions from ships. In Emission
Control Areas (or ECAs), limitations on sulfur emissions require that fuels contain no more than 1% sulfur. Beginning on January 1,
2012, fuel used to power ships may contain no more than 3.5% sulfur. This cap will then decrease progressively until it reaches
0.5% by January 1, 2020. The amendments all establish new tiers of stringent nitrogen oxide emissions standards for new marine
engines, depending on their date of installation. The European directive 2005/33/EU, which is effective from January 1, 2010,
bans the use of fuel oils containing more than 0.1% sulfur by mass by any merchant vessel while at berth in any EU country. Our
vessels have achieved compliance, where necessary, by being modified to burn gas only in their boilers when alongside. Low
sulfur marine diesel oil (or LSDO) has been purchased as the only fuel for the Diesel Generators. In addition, except for the Golar
Mazo, we have modified the boilers on all our vessels to also allow operation on LSDO.
Additionally, more stringent emission standards could apply in coastal areas designated as ECAs, such as the United
States and Canadian coastal areas designated by the IMO's Marine Environment Protection Committee, as discussed in "-U.S.
Clean Air Act" below. Effective August 1, 2012, certain coastal areas of North America were designated ECAs, and from January
1, 2014, the United States Caribbean Sea. From January 1, 2014, the maximum fuel sulfur limit for both marine gas oil and marine
diesel oil is 0.1%. Annex VI Regulation 14, which came into effect on January 1, 2015, set the same 0.1% sulfur limit in the Baltic
Sea, North Sea, North America, and United States Caribbean Sea Emission Control Areas (“ECAs”).
U.S. air emissions standards are now equivalent to these amended Annex VI requirements. Additional or new conventions,
laws and regulations may be adopted that could require the installation of expensive emission control systems. Because our vessels
are largely powered by means other than fuel oil we do not anticipate that any emission limits that may be promulgated will require
us to incur any material costs for the operation of our vessels but that possibility cannot be eliminated.
Ballast Water Management Convention
The IMO has negotiated international conventions that impose liability for pollution in international waters and the
territorial waters of the signatories to such conventions. For example, the IMO adopted an International Convention for the Control
and Management of Ships' Ballast Water and Sediments (or the BWM Convention) in February 2004. The BWM Convention's
implementing regulations call for a phased introduction of mandatory ballast water exchange requirements (beginning in 2009),
to be replaced in time with mandatory concentration limits. The BWM Convention will not become effective until 12 months
after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of
the world's merchant shipping. The Convention has not yet entered into force because a sufficient number of states have failed
to adopt it. As referenced below, the United States Coast Guard issued new ballast water management rules on March 23, 2012,
and the U.S. Environmental Protection Agency (the “EPA”) issued a new Vessel General Permit in March 2013 that contains
numeric technology-based ballast water effluent limitations that will apply to certain commercial vessels with ballast water tanks.
Under the requirements of the BWM Convention for units with ballast water capacity more than 5000 cubic meters that were
constructed in 2011 or before, ballast water management exchange or treatment will be accepted until 2016. From 2016 (or not
later than the first intermediate or renewal survey after 2016), only ballast water treatment will be accepted by the BWM Convention.
Installation of ballast water treatment systems will be needed on all our LNG carriers. As long as our FSRUs are operating as
FSRUs and kept stationary, they will not need installation of ballast water treatment systems. However, under their time charter
party ("TCP"), Golar Spirit and Golar Winter may be required to trade as LNG carriers. If the respective vessel charterers should
choose to trade the Golar Spirit or Golar Winter internationally as LNG carriers, the vessels will have to be equipped with ballast
water treatment systems and the cost of the related modifications will be split between the charterer and owner. Ballast water
treatment technologies are now becoming more mature, although the various technologies are still developing. The additional
costs of complying with these rules are estimated to be in the range of between $2 million and $4 million.
Bunkers Convention/CLC State Certificate
The International Convention on Civil Liability for Bunker Oil Pollution 2001 (or the Bunker Convention) entered into
force in State Parties to the Convention on November 21, 2008. The Bunker Convention provides a liability, compensation and
compulsory insurance system for the victims of oil pollution damage caused by spills of bunker oil. The Bunker Convention
makes the ship owner liable to pay compensation for pollution damage (including the cost of preventive measures) caused in the
territory, including the territorial sea of a State Party, as well as its economic zone or equivalent area. Registered owners of any
sea going vessel and seaborne craft over 1,000 gross tonnage, of any type whatsoever, and registered in a State Party, or entering
or leaving a port in the territory of a State Party, will be required to maintain insurance which meets the requirements of the Bunker
Convention and to obtain a certificate issued by a State Party attesting that such insurance is in force. The State issued certificate
must be carried on board at all times.
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P&I Clubs in the International Group issue the required Bunkers Convention "Blue Cards" to enable signatory states to
issue certificates. All of our vessels have received "Blue Cards" from their P&I Club and are in possession of a CLC State-issued
certificate attesting that the required insurance coverage is in force.
The flag state, as defined by the United Nations Convention on Law of the Sea, has overall responsibility for the
implementation and enforcement of international maritime regulations for all ships granted the right to fly its flag. The "Shipping
Industry Guidelines on Flag State Performance" evaluates flag states based on factors such as sufficiency of infrastructure,
ratification of international maritime treaties, implementation and enforcement of international maritime regulations, supervision
of surveys, casualty investigations and participation at the IMO meetings.
Anti-Fouling Requirements
In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships (the
“Anti-fouling Convention”). The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of
organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels after September 1,
2003. Vessels of over 400 gross tons engaged in international voyages must obtain an International Anti-fouling System Certificate
and undergo a survey before the vessel is put into service or when the anti-fouling systems are altered or replaced. We have
obtained Anti-fouling System Certificates for all of our vessels, and we do not believe that maintaining such certificates will have
an adverse financial impact on the operation of our vessels.
United States Environmental Regulation of LNG Vessels
Our vessels operating in U.S. waters now or in the future will be subject to various federal, state and local laws and
regulations relating to protection of the environment. In some cases, these laws and regulations require us to obtain governmental
permits and authorizations before we may conduct certain activities. These environmental laws and regulations may impose
substantial penalties for noncompliance and substantial liabilities for pollution. Failure to comply with these laws and regulations
may result in substantial civil and criminal fines and penalties. As with the industry generally, our operations will entail risks in
these areas, and compliance with these laws and regulations, which may be subject to frequent revisions and reinterpretation,
increases our overall cost of business.
Oil Pollution Act and CERCLA
The U.S. Oil Pollution Act of 1990 (or OPA 90) established an extensive regulatory and liability regime for environmental
protection and clean-up of oil spills. OPA 90 affects all owners and operators whose vessels trade with the United States or its
territories or possessions, or whose vessels operate in the waters of the United States, which include the U.S. territorial waters and
the two hundred nautical mile exclusive economic zone of the United States. CERCLA applies to the discharge of hazardous
substances whether on land or at sea. While OPA 90 and CERCLA would not apply to the discharge of LNG, they may affect us
because we carry oil as fuel and lubricants for our engines, and the discharge of these could cause an environmental hazard. Under
OPA 90, vessel operators, including vessel owners, managers and bareboat or "demise" charterers, are "responsible parties" who
are all liable regardless of fault, individually and as a group, for all containment and clean-up costs and other damages arising
from oil spills from their vessels. These "responsible parties" would not be liable if the spill results solely from the act or omission
of a third party, an act of God or an act of war. The other damages aside from clean-up and containment costs are defined broadly
to include:
•
•
•
•
•
natural resource damages and related assessment costs;
real and personal property damages;
net loss of taxes, royalties, rents, profits or earnings capacity;
net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards; and
loss of subsistence use of natural resources.
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Effective July 31, 2009, the U.S. Coast Guard adjusted the limits of OPA liability to the greater of $2,000 per gross ton
or $17.088 million for any double-hull tanker that is over 3,000 gross tons (subject to possible adjustment for inflation) (relevant
to ours and Golar's LNG carriers). These limits of liability do not apply, however, where the incident is caused by violation of
applicable U.S. federal safety, construction or operating regulations, or by the responsible party's gross negligence or willful
misconduct. These limits likewise do not apply if the responsible party fails or refuses to report the incident or to cooperate and
assist in connection with the substance removal activities. OPA 90 specifically permits individual states to impose their own
liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation
providing for unlimited liability for discharge of pollutants within their waters. In some cases, states, which have enacted their
own legislation, have not yet issued implementing regulations defining shipowners' responsibilities under these laws.
CERCLA, which also applies to owners and operators of vessels, contains a similar liability regime and provides for
clean-up, removal and natural resource damages for releases of "hazardous substances." Liability under CERCLA is limited to
the greater of $300 per gross ton or $0.5 million for each release from vessels not carrying hazardous substances as cargo or
residue, and $300 per gross ton or $5 million for each release from vessels carrying hazardous substances as cargo or residue. As
with OPA 90, these limits of liability do not apply where the incident is caused by violation of applicable U.S. federal safety,
construction or operating regulations, or by the responsible party's gross negligence or willful misconduct or if the responsible
party fails or refuses to report the incident or to cooperate and assist in connection with the substance removal activities. OPA 90
and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. We believe that we are
in substantial compliance with OPA 90, CERCLA and all applicable state regulations in the ports where our vessels call.
OPA 90 requires owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial
responsibility sufficient to meet the limit of their potential strict liability under OPA 90/CERCLA. Under the regulations, evidence
of financial responsibility may be demonstrated by insurance, surety bond, self-insurance or guaranty. Under OPA 90 regulations,
an owner or operator of more than one vessel is required to demonstrate evidence of financial responsibility for the entire fleet in
an amount equal only to the financial responsibility requirement of the vessel having the greatest maximum liability under OPA
90/CERCLA. Each of our ship owning subsidiaries that has vessels trading in U.S. waters has applied for, and obtained from the
U.S. Coast Guard National Pollution Funds Center three-year Certificates of Financial Responsibility (or COFR), supported by
guarantees which we purchased from an insurance based provider. We believe that we will be able to continue to obtain the requisite
guarantees and that we will continue to be granted COFRs from the U.S. Coast Guard for each of our vessels that is required to
have one.
In response to the BP Deepwater Horizon oil spill, the U.S. Congress is currently considering a number of bills that could
potentially increase or even eliminate the limits of liability under OPA 90. Compliance with any new requirements of OPA 90
may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory
initiatives or statutes. Additional legislation or regulation applicable to the operation of our vessels that may be implemented in
the future as a result of the 2010 BP Deepwater Horizon oil spill in the Gulf of Mexico could adversely affect our business and
ability to make distributions to our unitholders.
Clean Water Act
The United States Clean Water Act (or CWA) prohibits the discharge of oil or hazardous substances in United States
navigable waters unless authorized by a permit or exemption, and imposes strict liability in the form of penalties for unauthorized
discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the
remedies available under OPA and CERCLA. The EPA has enacted rules governing the regulation of ballast water discharges and
other discharges incidental to the normal operation of vessels within U.S. waters. In March 2013, EPA released a final permit
covering vessel discharges under the CWA that for the first time sets numeric effluent limits for ballast water discharges from
large commercial vessels. The new Vessel General Permit (or VGP) replaced the prior VGP as of December 2013. The new VGP
covers vessel discharges in all U.S. states and territories, including those jurisdictions that implement other aspects of the National
Pollutant Discharge Elimination System (or NPDES) program. The permit covers owners and operators of non-recreational large
vessels (79 feet and over) operating in a capacity as a means of transportation.
The most significant change in the new VGP is the inclusion of numeric effluent limits for ballast water expressed as the
maximum concentration of living organisms in ballast water, as opposed to the prior non-numeric requirements. The permit also
contains maximum discharge limitations for biocides and residuals. Those vessels that will be required to comply with the numeric
limits will do so under a staggered implementation schedule. Certain existing vessels must achieve the numeric effluent limits for
ballast water by the first drydocking after January 1, 2014 or January 1, 2016, depending on the vessel size. “New build” vessels
are subject to the numeric limits upon the effective date of the new permit. Vessels that have deferred deadlines for meeting the
numeric standards must meet BMPs, which are substantially similar to past requirements.
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Vessels that are subject to the numeric effluent limits for ballast water can meet these limits in four ways: (1) treat ballast
water prior to discharge; (2) transfer the ship’s ballast water to a NPDES permitted third party treatment facility; (3) use treated
municipal/potable water as ballast water; or (4) not discharge ballast water while within the territorial waters of the United States.
As with the prior permit, vessels that are enrolled in and meet the requirements for the Coast Guard’s Shipboard Technology
Evaluation Program would be deemed in compliance with the numeric limitations. The VGP includes multiple mandatory practices
for all vessels equipped with ballast water tanks, such as avoiding the discharge or uptake of ballast water in a manner that could
impact sensitive areas (such as marine sanctuaries, preserves, parks, shellfish beds, or coral reefs), routine cleaning of ballast water
tanks, using ballast water pumps in lieu of gravity draining, and minimizing ballast water discharges to the extent practible.
Additional changes to the new VGP include numeric limits for exhaust gas scrubber effluent, and monitoring requirements for
some larger vessels for graywater, exhaust gas scrubber effluent, and ballast water.
The new VGP includes a tiered requirement for obtaining coverage based on the size of the vessel and the amount of
ballast water carried. Vessels that are 300 gross tons or larger and have the capacity to carry more than eight cubic meters of ballast
water must submit notices of intent (NOIs) to receive permit coverage between six and nine months after the permit’s issuance
date. Vessels that do not need to submit NOIs are automatically authorized under the permit.
In addition to the requirements in the new VGP, vessel owners and operators must meet twenty-five sets of state-specific
requirements under the CWA’s § 401 certification process. Because the CWA § 401 process allows tribes and states to impose
their own requirements for vessels operating within their waters, vessels operating in multiple jurisdictions could face potentially
conflicting conditions specific to each jurisdiction that they travel through.
The National Invasive Species Act (or NISA) was enacted in 1996 in response to growing reports of harmful organisms
being released into U.S. ports through ballast water taken on by ships in foreign ports. NISA established a ballast water management
program for ships entering U.S. waters. Under NISA, mid-ocean ballast water exchange is voluntary, except for ships heading to
the Great Lakes, Hudson Bay, or vessels engaged in the foreign export of Alaskan North Slope crude oil. However, NISA's exporting
and record-keeping requirements are mandatory for vessels bound for any port in the United States. Although ballast water exchange
is the primary means of compliance with the Act's guidelines, compliance can also be achieved through the retention of ballast
water onboard the ship, or the use of environmentally sound alternative ballast water management methods approved by the U.S.
Coast Guard. If the mid-ocean ballast exchange is made mandatory throughout the United States, or if water treatment requirements
or options are instituted, the costs of compliance could increase for ocean carriers.
As of June 21, 2012, the U.S. Coast Guard implemented revised regulations on ballast water management by establishing
standards for the allowable concentration of living organisms in ballast water discharged in U.S. waters. The revised regulations
adopt ballast water discharge standards for vessels calling on U.S. ports and intending to discharge ballast water equivalent to
those set in IMO's BWM Convention. The final rule requires that ballast water discharge have no more than 10 living organisms
per milliliter for organisms between 10 and 50 micrometers in size. For organisms larger than 50 micrometers, the discharge can
have 10 living organisms per cubic meter of discharge. New ships constructed on or after December 1, 2012 must comply with
these standards and some existing ships must comply with these standards and some existing ships must comply by their first dry
dock after January 1, 2014. The Coast Guard will review the practicability of implementing a more stringent ballast water discharge
standard and publish the results no later than January 1, 2016.
Compliance with these regulations will entail additional costs and other measures that may be significant.
Under our existing charter agreements, the costs associated with the installation of ballast water treatment systems for
the Golar Mazo would be allocated to our charterer if required exclusively by U.S. law. The costs associated with the installations
for our other three LNG carriers, the Golar Winter and the Golar Spirit (if required to trade as LNG carriers under their TCP), if
needed, would be, at least in part, our responsibility. Compliance with these regulations will entail additional costs, but current
estimates suggest that additional costs are not likely to be material.
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Clean Air Act
The U.S. Clean Air Act of 1970, as amended (or the CAA) requires the EPA to promulgate standards applicable to
emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery
requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port
areas and emission standards for so-called “Category 3” marine diesel engines operating in U.S. waters. The marine diesel engine
emission standards are currently limited to new engines beginning with the 2004 model year. On April 30, 2010, the EPA
promulgated final emission standards for Category 3 marine diesel engines equivalent to those adopted in the amendments to
Annex VI to MARPOL. The emission standards apply in two stages: near-term standards for newly-built engines apply from
2011, and long-term standards requiring an 80% reduction in nitrogen dioxides (or NOx) will apply from 2016. Aligned with the
Annex VI Regulation 14 requirements, beginning in January 2015, the EPA emission standards also limit sulfur content in fuel
used in Category 3 marine vessels operating in the North America ECA to 1,000 ppm (or 0.1% sulfur by mass). Compliance with
these standards may cause us to incur costs to install control equipment on our vessels in the future.
Regulation of Greenhouse Gas Emissions
In February 2005, the Kyoto Protocol entered into force. Pursuant to the Kyoto Protocol, adopting countries are required
to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which are suspected
of contributing to global warming. Currently, the emissions of greenhouse gases from international transport are not subject to
the Kyoto Protocol. In December 2009, more than 27 nations, including the United States and China, signed the Copenhagen
Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. In addition, in December 2011, the
Conference of the Parties to the United Nations Convention on Climate Change adopted the Durban Platform which calls for a
process to develop binding emissions limitations on both developed and developing countries under the United Nations Framework
Convention on Climate Change applicable to all Parties. The European Union has indicated that it intends to propose an expansion
of the existing European Union emissions trading scheme to include emissions of greenhouse gases from marine vessels and in
January 2012, the European Commission launched a public consultation on possible measures to reduce greenhouse gas emissions
from ships.
On January 1, 2013, the IMO's approved mandatory measures to reduce emissions of greenhouse gases from international
shipping went into force. These include amendments to MARPOL Annex VI Regulations for the prevention of air pollution from
ships adding a new Chapter 4 to Annex VI on Regulations on energy efficiency requiring the Energy Efficiency Design Index
(EEDI), for new ships, and the Ship Energy Efficiency Management Plan (SEEMP) for all ships. These measures entered into
force on January 1, 2013. Other amendments to Annex VI add new definitions and requirements for survey and certification,
including the format for the International Energy Efficiency Certificate. The regulations apply to all ships of 400 gross tonnage
and above. These new rules will likely affect the operations of vessels that are registered in countries that are signatories to
MARPOL Annex VI or vessels that call upon ports located within such countries. The implementation of the EEDI and SEEMP
standards could cause us to incur additional compliance costs. The IMO is also considering the implementation of a market-based
mechanism for greenhouse gas emissions from ships, but it is impossible to predict the likelihood that such a standard might be
adopted or its potential impact on our operations at this time.
In the United States, the EPA has issued a final finding that greenhouse gases threaten public health and safety, and has
promulgated regulations that regulate the emission of greenhouse gases. In 2009 and 2010, EPA adopted greenhouse reporting
requirements for various onshore facilities, and also adopted a rule in 2011 imposing control technology requirements on certain
stationary sources subject to the federal Clean Air Act. The EPA may decide in the future to regulate greenhouse gas emissions
from ships and has already been petitioned by the California Attorney General to regulate greenhouse gas emissions from ocean-
going vessels. Other federal and state regulations relating to the control of greenhouse gas emissions may follow, including climate
change initiatives that have been considered in the U.S. Congress. Any passage of climate control legislation or other regulatory
initiatives by the IMO, the European Union, the United States, or other countries where we operate, or any treaty adopted at the
international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant
financial expenditures that we cannot predict with certainty at this time. In addition, even without such regulation, our business
may be indirectly affected to the extent that climate change results in sea level changes or more intense weather events.
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Dubai Environmental Regulations
The Golar Freeze is now in Dubai waters and is subject to various regulations relating to protection of the environment.
These laws and regulations require us to obtain governmental permits and authorizations before we may conduct certain activities.
DUSUP, our charter party, has the contractual responsibility to obtain all permits necessary to operate the Golar Freeze in Dubai,
and it already has done so. However, it is still our responsibility to meet the requirements of the environmental laws. To the extent
that the local environmental laws and regulations of Dubai become more stringent over time, it is DUSUP’s obligation to fund
the costs of improvements needed to meet any such requirements.
For instance, Dubai’s Federal Law No. 24 of 1999 for the Protection and Development of the Environment requires
major projects to be licensed by the Federal Environmental Agency. As part of the licensure application, the Agency requires an
environmental impact assessment to determine the project’s effect on the environment. Vessels are prohibited from discharging
harmful substances, including oil, into Dubai’s waters. Violators are subject to fines. At this time, Golar Freeze constitutes a
major project under the applicable regulations and we supplied the necessary information to DUSUP. Using the information
provided, DUSUP has acquired all of the necessary operating permits to comply with Dubai’s Federal Law No. 24.
In addition, Dubai’s Law No. 11 of 2010 on licensing Marine Transport Means includes licensing and registration
requirements for vessels and crews. As a condition of licensing, registration, or license renewal, the vessel owner must present
evidence of an insurance policy issued by an insurance company which is licensed to operate in Dubai and which covers the owner
against liability from damages inflicted upon third parties. Vessels entering Dubai’s waters are required to be in compliance with
the technical specifications of their flag state and the Dubai Maritime City Authority (or DMCA) is authorized to conduct technical
inspections of vessels entering Dubai’s waters. The DMCA is authorized to create additional environmental regulations and in
the future the DMCA may create regulations which effect greenhouse gas emissions. Violators of Law No. 11 of 2010 can be
subject to fines, cancellation of licensure, and seizure of the vessel. We have obtained the requisite insurance and have met the
applicable licensure and registration requirements for the Golar Freeze.
Also, the DMCA has issued two regulations which both took effect on August 1, 2011. The Dubai Anchorages Regulation
applies to vessels entering Dubai’s waters and exclusive economic zone. The owner of a vessel must indemnify the DMCA for
all claims and costs arising out of actual or potential pollution damage and costs of cleanup resulting from any act, omissions,
neglect or default of the Master of the vessel, employees, contractors or sub-contractors or from the unseaworthiness of the vessel.
The Ship to Ship Transfer Operations Regulation requires vessels to carry a Ship to Ship Transfer Operation Plan conforming to
the requirements of MARPOL Annex I. The Operation Plan must be approved by the vessel’s flag administration or submitted
electronically to the DMCA for review. After April 1, 2012, all Operation Plans must be approved by the vessel’s flag administration.
Violators of these regulations are subject to criminal liability.
These environmental laws and regulations and others may impose costly and onerous obligations and violation or pollution
events can lead to substantial civil and criminal fines and penalties. Because the cost of improvements needed to comply with
any such new laws or regulations of Dubai is generally the responsibility of DUSUP, we do not foresee any increases in our overall
cost of business due to any revisions or reinterpretations of existing Dubai law, or the promulgation of new Dubai or UAE
environmental regulations.
Brazil Environmental Regulations
In Brazil, the environmental requirements are defined by the field operator, and in most cases, Petrobras, where it is
involved. Brazilian environmental law includes international treaties and conventions to which Brazil is a party, as well as federal,
state and local laws, regulations and permit requirements related to the protection of health and the environment. Brazilian oil and
gas business is subject to extensive regulations by several governmental agencies, including the National Agency for Oil and Gas,
the Brazilian Navy and the Brazilian Authority for Environmental Affairs and Renewable Resources.
The Golar Spirit and the Golar Winter which are operating in Brazil as FSRUs are subject to various local regulations
such as the Conama Resolution 357 (the “Water Act” of March 2005) and the Conama Resolution 382 (the “Air Pollution Act”
of December 2006). Failure to comply may subject us to administrative, criminal and civil liability, with strict liability in
administrative and civil cases.
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Indonesia Environmental Regulations
The NR Satu, which is operating in Indonesia as an FSRU, is also subject to various local environmental regulations. In
Indonesia, the environmental requirements of downstream business activity for the gas industry are regulated and supervised by
the Government of Indonesia and controlled through business and technical licenses issued by the Minister of Energy and Mineral
Resources and BPH Migas, the regulatory agency for downstream oil and gas activity. Under Law 22, the Government of Indonesia
has the exclusive rights to gas exploitation and activities carried out by private entities based on government-issued licenses.
Companies engaging in downstream activities must comply with environmental management and occupational health and safety
provisions related to operations. This includes obtaining environmental licenses and conducting environmental monitoring and
reporting for activities that may have an impact on the environment.
On October 3, 2009, the Indonesian Government passed Law No. 32 of 2009 regarding Environmental Protection and
Management, replacing Law No. 23 of 1997 on Environmental Management. Under this law every business activity having
significant impact on the environment is required to carry out an environmental impact assessment (known as an AMDAL). Based
on the assessment of the AMDAL by the Commission of AMDAL Assessment, the Minister, Governor, or Mayor/Regent (in
accordance with their respective authority) must specify a decree of environmental feasibility. The decree of environmental
feasibility is used as the basis for the issuance of an environmental license by the Minister, Governor, or Mayor/Regent (as
applicable). The environmental license is a pre-requisite to obtaining the relevant business license.
Failure to comply with these laws and obtain the necessary business and technical licenses could result in sanctions
including suspension and/or freezing of the business and responsibility for all damages arising from any violation.
The Indonesian government may periodically revise its environmental laws and regulations or adopt new ones, and the
effects of new or revised regulations on our operations cannot be predicted. There can be no assurance that additional significant
costs and liabilities will not be incurred to comply with such current and future regulations or that such regulations will not have
a material effect on our operations.
Kuwait Environmental Regulations
Kuwait is a party to the Kuwait Regional Convention for Co-operation on the Protection of the Marine Environment
from Pollution, which requires all parties to take appropriate measures to prevent, abate and combat pollution of the marine
environment of the sea area. The Golar Igloo is operating in Kuwait and is subject to various regulations against disposals to sea.
The Kuwaiti government may periodically revise its environmental laws and regulations or adopt new ones, and the
effects of new or revised regulations on our operations cannot be predicted. There can be no assurance that additional significant
costs and liabilities will not be incurred to comply with such current and future regulations or that such regulations will not have
a material effect on our operations.
Jordan Environmental Regulations
The Golar Eskimo is expected to start operating in Aqaba, Jordan, in June 2015. The Gulf of Aqaba is considered a
Special Area according to Annex One of the International Convention for the Prevention of Pollution from Ships 73/78 (MARPOL
73/78).
Jordan’s Regulation for the Protection of the Environment in the Aqaba Special Economic Zone for the year 2001 creates
a number of regulatory requirements designed to prevent harm to the environment. These include limitations on air emissions,
releases into the water, and rules for the disposal of garbage, noxious liquid substances, hazardous, radioactive and nucleic
substances into the water. The Golar Eskimo may be subject to operational permit requirements if it disposes of waste into the
water in this Zone. All disposals from the vessel will therefore be sent ashore.
Under these regulations, our operations may be suspended if any activity causes or threatens to cause environmental
pollution in the Zone, or results in deterioration of the quality of water resources. We may also be required to perform environmental
audits.
The Jordanian government may periodically revise its environmental laws and regulations or adopt new ones, and the
effects of new or revised regulations on our operations cannot be predicted. There can be no assurance that additional significant
costs and liabilities will not be incurred to comply with such current and future regulations or that such regulations will not have
a material effect on our operations.
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Vessel Safety Regulations
The Maritime Safety Committee adopted a new paragraph 5 of SOLAS regulation III/1 to require lifeboat on-load release
mechanisms not complying with new International Life-Saving Appliances (LSA) Code requirements to be replaced no later than
the first scheduled dry-docking of the ship after July 1, 2014 but, in any case, not later than July 1, 2019. The SOLAS amendment,
which entered into force on January 1, 2013, is intended to establish new, stricter, safety standards for lifeboat release and retrieval
systems, aimed at preventing accidents during lifeboat launching, and will require the assessment and possible replacement of a
large number of lifeboat release hooks.
According to SOLAS Ch V/19.2.10, all vessels shall have an Electronic Chart Display and Information Systems (ECDIS)
installed in the period 2012 to 2018. Our LNG vessels must have approved ECDIS fitted no later than the first survey on or after
July 1, 2015. All our vessels now have an ECDIS installed and our officers have been sent to specific training courses.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel
security. On November 25, 2002, the Maritime Transportation Act of 2002 (or MTSA) came into effect. To implement certain
portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security
requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002,
amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new chapter
became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which
are contained in the ISPS Code. The ISPS Code is designed to protect ports and international shipping against terrorism. After
July 1, 2004, to trade internationally, a vessel must attain an International Ship Security Certificate (or ISSC) from a recognized
security organization approved by the vessel's flag state.
Among the various requirements are:
•
•
•
•
•
on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-
related information from among similarly equipped ships and shore stations, including information on a ship's identity,
position, course, speed and navigational status;
on-board installation of ship security alert systems, which do not sound on the vessel but only alerts the authorities
on shore;
the development of vessel security plans;
ship identification number to be permanently marked on a vessel's hull;
a continuous synopsis record kept onboard showing a vessel's history including, the name of the ship and of the state
whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification
number, the port at which the ship is registered and the name of the registered owner(s) and their registered address;
and
•
compliance with flag state security certification requirements.
The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S.
vessels from obtaining U.S. Coast Guard-approved MTSA vessel security plans provided such vessels have on board an ISSC that
attests to the vessel's compliance with SOLAS security requirements and the ISPS Code.
Our vessel managers have developed Security Plans, appointed and trained Ship and Office Security Officers and each
of our vessels in our fleet complies with the requirements of the ISPS Code, SOLAS and the MTSA.
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Other Regulation
Our LNG vessels may also become subject to the 2010 HNS Convention, if it is entered into force. The Convention
creates a regime of liability and compensation for damage from hazardous and noxious substances (or HNS), including liquefied
gases. The 2010 HNS Convention sets up a two-tier system of compensation composed of compulsory insurance taken out by
shipowners and an HNS Fund which comes into play when the insurance is insufficient to satisfy a claim or does not cover the
incident. Under the 2010 HNS Convention, if damage is caused by bulk HNS, claims for compensation will first be sought from
the shipowner up to a maximum of 100 million Special Drawing Rights (or SDR). If the damage is caused by packaged HNS or
by both bulk and packaged HNS, the maximum liability is 115 million SDR. Once the limit is reached, compensation will be paid
from the HNS Fund up to a maximum of 250 million SDR. The 2010 HNS Convention has not been ratified by a sufficient number
of countries to enter into force, and we cannot estimate the costs that may be needed to comply with any such requirements that
may be adopted with any certainty at this time.
Inspection by Classification Societies
Every large, commercial seagoing vessel must be "classed" by a classification society. A classification society certifies
that a vessel is "in class," signifying that the vessel has been built and maintained in accordance with the rules of the vessel's
country of registry and the international conventions of which that country is a member. In addition, where surveys are required
by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them
on application or by official order, acting on behalf of the authorities concerned.
Our FSRUs, except for the NR Satu, are "classed" as LNG carriers with the additional class notation REGAS-2 signifying
that the regasification installations are designed and approved for continuous operation. The reference to "vessels" in the following,
also apply to our FSRUs. For maintenance of the class certificate, regular and special surveys of hull, machinery, including the
electrical plant and any special equipment classed, are required to be performed by the classification society, to ensure continuing
compliance. Vessels are drydocked at least once during a five-year class cycle for inspection of the underwater parts and for
repairs related to inspections. If any defects are found, the classification surveyor will issue a "condition of class" which must be
rectified by the shipowner within prescribed time limits. The classification society also undertakes on request of the flag state
other surveys and checks that are required by the regulations and requirements of that flag state. These surveys are subject to
agreements made in each individual case and/or to the regulations of the country concerned.
The FSRU, the NR Satu has a dual class (Det Norske Veritas and the Indonesian BKI) with class notation +OI Floating
Offshore LNG Regasification Terminal, REGAS, POSMOOR. The unit is without a propulsion system and is permanently moored
without the ability to trade as LNG carrier.
Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in class" by a
classification society, which is a member of the International Association of Classification Societies. The Golar Mazo is certified
by Lloyds Register, and all our other vessels are each certified by Det Norske Veritas. Both being members of the International
Association of Classification Societies. All of our vessels have been awarded ISM certification and are currently "in class."
In-House Inspections
Golar Wilhelmsen, our ship manager, carries out inspections of the vessels on a regular basis; both at sea and when the
vessels are in port, while we carry out inspection and vessel audits to verify conformity with manager's reports. The results of
these inspections, which are conducted both in port and underway, result in a report containing recommendations for improvements
to the overall condition of the vessel, maintenance, safety and crew welfare. Based in part on these evaluations, we create and
implement a program of continual maintenance for our vessels and their systems.
Taxation of the Partnership
United States Taxation
The following is a discussion of the material U.S. federal income tax considerations applicable to us. This discussion is
based upon provisions of the Code as in effect on the date of this Annual Report, existing final and temporary regulations thereunder
(Treasury Regulations), and current administrative rulings and court decisions, all of which are subject to change or differing
interpretation, possibly with retroactive effect. Changes in these authorities may cause the tax consequences to vary substantially
from the consequences described below. The following discussion is for general information purposes only and does not purport
to be a comprehensive description of all of the U.S. federal income tax considerations applicable to us.
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Election to be Treated as a Corporation. We have elected to be treated as a corporation for U.S. federal income tax
purposes. As such, we are subject to U.S. federal income tax on our income to the extent it is from U.S. sources or is treated as
effectively connected with the conduct of a trade or business in the Unites States unless such income is exempt from tax under
Section 883.
Taxation of Operating Income. Substantially all of our gross income is attributable to the transportation, regasification
and storage of LNG, and we expect that substantially all of our gross income will continue to be attributable to the transportation,
regasification and storage of LNG. Gross income generated from regasification and storage of LNG outside of the United States
generally is not subject to U.S. federal income tax, and gross income generated from such activities in the United States generally
is subject to U.S. federal income tax. Gross income that is attributable to transportation that either begins or ends, but that does
not both begin and end, in the United States (or U.S. Source International Transportation Income) is considered to be 50.0% derived
from sources within the United States and may be subject to U.S. federal income tax as described below. Gross income attributable
to transportation that both begins and ends in the United States (or U.S. Source Domestic Transportation Income) is considered
to be 100.0% derived from sources within the United States and generally is subject to U.S. federal income tax. Gross income
attributable to transportation exclusively between non-U.S. destinations is considered to be 100.0% derived from sources outside
the United States and generally is not subject to U.S. federal income tax.
We are not permitted by law to engage in transportation that gives rise to U.S. Source Domestic Transportation Income,
and we do not anticipate providing any regasification or storage services within the territorial seas of the United States. However,
certain of our activities give rise to U.S. Source International Transportation Income, and future expansion of our operations could
result in an increase in the amount of U.S. Source International Transportation Income, all of which could be subject to U.S. federal
income taxation unless the exemption from U.S. taxation under Section 883 of the Code (or the Section 883 Exemption) applies.
The Section 883 Exemption. In general, the Section 883 Exemption provides that if a non-U.S. corporation satisfies the
requirements of Section 883 of the Code and the Treasury Regulations thereunder (or the Section 883 Regulations), it will not be
subject to the net basis and branch taxes or the 4.0% gross basis tax described below on its U.S. Source International Transportation
Income. The Section 883 Exemption applies only to U.S. Source International Transportation Income and does not apply to U.S.
Source Domestic Transportation Income. As discussed below, we believe that based on our current ownership structure, the
Section 883 Exemption applies and we are not subject to U.S. federal income tax on our U.S. Source International Transportation
Income.
To qualify for the Section 883 Exemption, we must, among other things, meet the following three requirements:
•
•
be organized in a jurisdiction outside the United States that grants an equivalent exemption from tax to corporations
organized in the United States with respect to the types of U.S. Source International Transportation Income that we
earn (or an Equivalent Exemption);
satisfy the Publicly Traded Test (as described below) or the Qualified Shareholder Stock Ownership Test (as described
below); and
• meet certain substantiation, reporting and other requirements.
In order for a non-U.S. corporation to meet the Publicly Traded Test, its equity interests must be “primarily traded” and
“regularly traded” on an established securities market either in the United States or in a jurisdiction outside the United States that
grants an Equivalent Exemption. The Section 883 Regulations provide, in pertinent part, that equity interests in a non-U.S.
corporation will be considered to be “primarily traded” on an established securities market in a given country if, with respect to
the class or classes of equity relied upon to meet the “regularly traded” requirement described below, the number of units of each
such class that are traded during any taxable year on all established securities markets in that country exceeds the number of units
in such class that are traded during that year on established securities markets in any other single country. Equity interests in a
non-U.S corporation will be considered to be “regularly traded” on an established securities market under the Section 883
Regulations if one or more classes of such equity interests that, in the aggregate, represent more than 50.0% of the combined vote
and value of all outstanding equity interests in the non-U.S. corporation satisfy certain listing and trading volume requirements.
These listing and trading volume requirements will be satisfied with respect to a class of equity interests if trades in such class are
effected, other than in de minimis quantities, on an established securities market on at least 60 days during the taxable year and
the aggregate number of units in such class that are traded on an established securities market during the taxable year is at least
10.0% of the average number of units outstanding in that class during the taxable year (with special rules for short taxable years).
In addition, a class of equity interests will be considered to satisfy these listing and trading volume requirements if the equity
interests in such class are traded during the taxable year on an established securities market in the United States and are “regularly
quoted by dealers making a market” in such class (within the meaning of the Section 883 Regulations).
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Even if a class of equity satisfies the foregoing requirements, and thus generally would be treated as “regularly traded”
on an established securities market, an exception may apply to cause the class to fail the regularly traded test if, for more than half
of the number of days during the taxable year, one or more 5.0% unitholders (i.e., unitholders owning, actually or constructively,
at least 5.0% of the vote and value of that class) own in the aggregate 50.0% or more of the vote and value of the class (or the
Closely Held Block Exception). The Closely Held Block Exception does not apply, however, in the event the corporation can
establish that a sufficient proportion of such 5.0% unitholders are Qualified Shareholders (as defined below) so as to preclude
other persons who are 5.0% unitholders from owning 50.0% or more of the value of that class for more than half the days during
the taxable year.
As set forth above, as an alternative to satisfying the Publicly Traded Test, a non-U.S. corporation may qualify for the
Section 883 Exemption by satisfying the Qualified Shareholder Stock Ownership Test. A corporation generally will satisfy the
Qualified Shareholder Stock Ownership Test if more than 50.0% of the value of its outstanding equity interests is owned, or treated
as owned after applying certain attribution rules, for at least half of the number of days in the taxable year by:
•
•
•
individual residents of jurisdictions that grant an Equivalent Exemption;
non-U.S. corporations organized in jurisdictions that grant an Equivalent Exemption and that meet the Publicly Traded
Test; or
certain other qualified persons described in the Section 883 Regulations (which we refer to collectively as Qualified
Shareholders).
We believe that we satisfy all of the requirements for the Section 883 Exemption, and we expect that we will continue
to satisfy such requirements. We are organized under the laws of the Republic of the Marshall Islands. The U.S. Treasury
Department has recognized the Republic of the Marshall Islands as a jurisdiction that grants an Equivalent Exemption with respect
to the type of U.S. Source International Transportation Income we earn and expect to earn in the future. Consequently, our U.S.
Source International Transportation Income (including for this purpose, any such income earned by our subsidiaries) is and will
be exempt from U.S. federal income taxation provided we meet either the Publicly Traded Test or the Qualified Shareholder Stock
Ownership Test and we satisfy certain substantiation, reporting and other requirements.
Because our common units are traded only on The Nasdaq Global Market, which is considered to be an established
securities market, our equity interests are “primarily traded” on an established securities market for purposes of the Publicly Traded
Test. Although the matter is not free from doubt, based on our current and expected cash flow and distributions on our outstanding
equity interests, we believe that our common units represent more than 50.0% of the total value of all of our outstanding equity
interests, and we believe that we currently satisfy, and will continue to satisfy, the listing and trading volume requirements described
previously. In addition, our partnership agreement provides that any person or group that beneficially owns more than 4.9% of
any class of our units then outstanding generally will be treated as owning only 4.9% of such units for purposes of voting for
directors. Although there can be no assurance that this limitation will be effective to eliminate the possibility that we have or will
have any 5.0% unitholders for purposes of the Closely Held Block Exception, based on the current ownership of our common
units, we believe that our common units have not lost eligibility for the Section 883 Exemption as a result of the Closely Held
Block Exception. Thus, although the matter is not free from doubt and is based upon our belief and expectations regarding our
satisfaction of the factual requirements described above we believe that we satisfy the Publicly Traded Test for the present taxable
year and will continue to satisfy the Publicly Traded Test for future taxable years.
The conclusions described above are based upon legal authorities that do not expressly contemplate an organizational
structure such as ours. In particular, although we have elected to be treated as a corporation for U.S. federal income tax purposes,
we are organized as a limited partnership under Marshall Islands law. Accordingly, while we believe that, assuming satisfaction
of the factual requirements described above, our common units are considered “regularly traded” on an established securities
market and that we should satisfy the requirements for the Section 883 Exemption, it is possible that the IRS would assert that
our common units do not meet the “regularly traded” test. In addition, as described previously, our ability to satisfy the Publicly
Traded Test depends upon factual matters that are subject to change. Should any of the factual requirements described above fail
to be satisfied, we may not be able to satisfy the Publicly Traded Test. Furthermore, our board of directors could determine that
it is in our best interests to take an action that would result in our not being able to satisfy the Publicly Traded Test in the future.
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In the event we are not able to satisfy the Publicly Traded Test for a taxable year, we may be able to satisfy the Qualified
Shareholder Stock Ownership Test for that year provided Golar owns more than 50.0% of the value of our outstanding equity
interests for more than half of the days in such year, Golar itself met the Publicly Traded Test for such year and Golar provided
us with certain information that we need in order to claim the benefits of the Qualified Shareholder Stock Ownership Test. Golar
has represented that it presently meets the Publicly Traded Test and has agreed to provide the information described above.
However, there can be no assurance that Golar will continue to meet the Publicly Traded Test or be able to provide the information
we need to claim the benefits of the Section 883 Exemption under the Qualified Shareholder Ownership Test. Further, the relative
values of our equity interests are uncertain and subject to change, and as a result Golar may not own more than 50.0% of the value
of our outstanding equity interests for any future year. Consequently, there can be no assurance that we would meet the Qualified
Shareholder Stock Ownership Test based upon the ownership by Golar of an indirect ownership interest in us.
The Net Basis Tax and Branch Profits Tax. If we earn U.S. Source International Transportation Income and the Section 883
Exemption does not apply, the U.S. source portion of such income may be treated as effectively connected with the conduct of a
trade or business in the United States (or Effectively Connected Income) if we have a fixed place of business in the United States
involved in the earning of U.S. Source International Transportation Income and substantially all of our U.S. Source International
Transportation Income is attributable to regularly scheduled transportation or, in the case of vessel leasing income, is attributable
to a fixed place of business in the United States. In addition, if we earn income from regasification or storage of LNG within the
territorial seas of the United States, such income may be treated as Effectively Connected Income. Based on our current operations,
substantially all of our potential U.S. Source International Transportation Income is not attributable to regularly scheduled
transportation or vessel leasing, and none of our regasification or storage activities occur within the territorial seas of the United
States. As a result, we do not anticipate that any of our U.S. Source International Transportation Income or income earned from
regasification or storage will be treated as Effectively Connected Income. However, there is no assurance that we will not earn
income pursuant to regularly scheduled transportation or bareboat charters attributable to a fixed place of business in the United
States (or earn income from regasification or storage activities within the territorial seas of the United States) in the future, which
would result in such income being treated as Effectively Connected Income.
Any income we earn that is treated as Effectively Connected Income, net of applicable deductions, would be subject to
U.S. federal corporate income tax (currently imposed at rates of up to 35.0%). In addition, a 30.0% branch profits tax could be
imposed on any income we earn that is treated as Effectively Connected Income, as determined after allowance for certain
adjustments, and on certain interest paid or deemed paid by us in connection with the conduct of our U.S. trade or business.
On the sale of a vessel that has produced Effectively Connected Income, we could be subject to the net basis U.S. federal
corporate income tax as well as branch profits tax with respect to the gain recognized up to the amount of certain prior deductions
for depreciation that reduced Effectively Connected Income. Otherwise, we would not be subject to U.S. federal income tax with
respect to gain realized on the sale of a vessel, provided the sale is considered to occur outside of the United States under U.S.
federal income tax principles. In general, a sale of vessel will be considered to occur outside of the United States for this purpose
if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside the United States. It is expected that any
sale of a vessel by us will be considered to occur outside of the United States.
The 4.0% Gross Basis Tax. If the Section 883 Exemption does not apply and the net basis tax does not apply, we would
be subject to a 4.0% U.S. federal income tax on the U.S. source portion of our gross U.S. Source International Transportation
Income, without benefit of deductions. Under the sourcing rules described above under “—United States Taxation—Taxation of
Operating Income,” 50.0% of our U.S. Source International Transportation Income would be treated as being derived from U.S.
sources.
Marshall Islands Taxation
We believe that because we, our operating subsidiary and our controlled affiliates do not, and do not expect to conduct
business or operations in the Republic of the Marshall Islands, neither we nor our controlled affiliates will be subject to income,
capital gains, profits or other taxation under current Marshall Islands law. As a result, distributions by our operating subsidiary
and our controlled affiliates to us will not be subject to Marshall Islands taxation.
United Kingdom Taxation
The following is a discussion of the material United Kingdom tax consequences applicable to us relevant to the fiscal
year ended December 31, 2014. This discussion is based upon existing legislation and current H.M. Revenue & Customs practice
as of the date of this Annual Report. Changes in these authorities may cause the tax consequences to vary substantially from the
consequences described below. The following discussion is for general information purposes only and does not purport to be a
comprehensive description of all of the United Kingdom tax considerations applicable to us.
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Tax Residence and Taxation of a Permanent Establishment in the United Kingdom. A company treated as resident in the
United Kingdom for purposes of the United Kingdom Corporation Tax Acts is subject to corporation tax in the same manner and
to the same extent as a United Kingdom incorporated company. For this purpose, place of residence is determined by the place
at which central management and control of the company is carried out.
In addition, a non-United Kingdom resident company will be subject to United Kingdom corporation tax on profits
attributable to a permanent establishment in the United Kingdom to the extent it carries on a trade in the United Kingdom through
such a permanent establishment. A company not resident in the United Kingdom will be treated as having a permanent establishment
in the United Kingdom if it has a fixed place of business in the United Kingdom through which the business of the company is
wholly or partly carried on or if an agent acting on behalf of the company has and habitually exercises authority to enter into
contracts on behalf of the company.
Unlike a company, a partnership resident in the United Kingdom or carrying on a trade in the United Kingdom is not
itself subject to tax, although its partners generally will be liable for United Kingdom tax based upon their shares of the partnership’s
income and gains. Please read “Item 10— Additional Information-Taxation."
Taxation of Non-United Kingdom Incorporated Subsidiaries. We will undertake measures designed to ensure that our
non-United Kingdom incorporated subsidiaries will be considered controlled and managed outside of the United Kingdom and
not as having a permanent establishment or otherwise carrying on a trade in the United Kingdom. While certain of our subsidiaries
that are incorporated outside of the United Kingdom will enter into agreements with Golar Management, a United Kingdom
incorporated company, for the provision of administrative and/or technical management services, we believe that the terms of
these agreements will not result in any of our non-United Kingdom incorporated subsidiaries being treated as having a permanent
establishment or carrying on a trade in the United Kingdom. As a consequence, we expect that our non-United Kingdom
incorporated subsidiaries will not be treated as resident in the United Kingdom and the profits these subsidiaries earn will not be
subject to tax in the United Kingdom.
Taxation of United Kingdom Incorporated Subsidiaries. Each of our subsidiaries that is incorporated in the United
Kingdom will be regarded for the purposes of the United Kingdom Corporation Tax Acts as being resident in the United Kingdom
and will be liable to United Kingdom corporation tax on its worldwide income and chargeable gains, regardless of whether this
income or gains are remitted to the United Kingdom. The generally applicable rate of United Kingdom corporation tax is 20.0%
from April 1, 2015. Our United Kingdom incorporated subsidiaries will be liable to tax at this rate on their net income, profits
and gains after deducting expenses incurred wholly and exclusively for the purposes of the business being undertaken. There is
currently no United Kingdom withholding taxes on distributions made to us.
Brazilian Taxation
The following discussion is based upon our knowledge and understanding of the tax laws of Brazil and regulations,
rulings and judicial decisions thereunder, all as in effect of the date of this Annual Report and subject to possible change on a
retroactive basis. The following discussion is for general information purposes and does not purport to be a comprehensive
description of all the Brazilian income tax considerations applicable to us.
One of our subsidiaries, Golar Serviços de Operação de Embarcações Ltda, (or Golar Brazil), has entered into operation
and services agreements with Petrobras with respect to the Golar Spirit and the Golar Winter.
On commencement of trade by Golar Brazil in July 2008 (upon delivery of the Golar Spirit), we became subject to tax
in Brazil (including net income taxes due from Golar Brazil, if any, and any Brazilian withholding taxes is required to be withheld
by Golar Brazil from payments it makes to our other subsidiaries) in the approximate amount of 37.5% of the payments due to
Golar Brazil under the operation and services agreement with respect to the Golar Spirit and the Golar Winter. A portion of this
tax is withheld by Petrobras from payments it makes to Golar Brazil under the operation and services agreement, and the remainder
is collected directly from Golar Brazil.
Petrobras generally will not be required to withhold tax from payments it makes under the charters for the Golar Spirit
or the Golar Winter so long as the payments are not made to a “non-tax paying” jurisdiction as defined by the Brazilian authorities.
Payments by Petrobras under the charters will be made to UK resident companies and will not therefore be subject to withholding
tax.
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Brazil may levy tax on the importation of goods and assets into Brazil. However, under the agreements with Petrobras,
Petrobras is responsible for these taxes so long as we provide the proper documentation and take the necessary measures in order
to clear the vessel and spare parts for importation and customs clearance. Consequently, we do not expect to be liable for any
taxes on the importation of goods or assets into Brazil.
Indonesian Taxation
The following discussion is based upon our knowledge and understanding of the tax laws of Indonesia and regulations,
rulings and judicial decisions thereunder, all as in effect of the date of this Annual Report and subject to possible change on a
retroactive basis. The following discussion is for general information purposes and does not purport to be a comprehensive
description of all the Indonesian income tax considerations applicable to us.
PTGI, which owns and operates the NR Satu, has entered into a time charter party agreement with PTNR.
On commencement of the charter by PTGR in Indonesia, which occurred in May 2012 upon delivery of the NR Satu, we
became subject to tax in Indonesia payable by PTGI. This included (and is not limited to) corporate income tax on profits at a rate
of 25%, withholding taxes required to be withheld by PTGI from payments it makes to our other subsidiaries which could be
dividends to PTGI's immediate parent or interest payments on group loans as well as third party debt financing.
However, the tax exposure in Indonesia is intended to be mitigated by revenue due under the charter. This tax element
of the time charter rate was established at the beginning of the time charter, and shall be adjusted only where there is a change in
Indonesian tax laws or the invalidity of certain stipulated tax assumptions.
PTNR withholds tax from payments it makes under the charter for the NR Satu.
Kuwait Taxation
The following discussion is based upon our knowledge and understanding of the tax laws of Kuwait and regulations,
rulings and judicial decisions thereunder, all as in effect of the date of this Annual Report and subject to possible change on a
retroactive basis. The following discussion is for general information purposes and does not purport to be a comprehensive
description of all the Kuwait income tax considerations applicable to us.
Golar Hull M2031 Corp (“Golar M2031”) which owns and operates the Golar Igloo has entered into LNG Storage and
Regasification services contract with Kuwait National Petroleum Company (KNPC).
On commencement of the charter by KNPC, which occurred in March 2014 upon delivery of the Golar Igloo, we became
subject to corporate income tax in Kuwait payable by Golar M2031. The corporate income tax is predicated on a deemed profit
margin of 30% on contracted revenue in Kuwait and is subject to a 15% Corporate Income Tax Rate.
KNPC withholds 5% of the monthly hire from payments it makes under the charter for the Golar Igloo which will be
released upon Golar M2031 obtaining a certificate from the Kuwaiti Tax Authorities confirming all outstanding tax obligations
have been settled.
Kuwait may levy tax on the importation of goods and assets into Kuwait. However, under the agreements with KNPC,
we are exempt from customs related taxes, charges, administration fees and duties arising in connection with the charter.
Employees
Other than our Secretary, we currently do not have any employees and rely on the executive officers, directors and other
key employees of Golar Management who perform services for us pursuant to the management and administrative services
agreement. Golar Management also provides commercial and technical management services to our fleet and will provide
administrative services to us pursuant to the management and administrative services agreement. Please read “Item 6. Directors,
Senior Management and Employees—Executive Officers.”
C. Organizational Structure
Golar GP LLC, a Marshall Islands limited liability company, is our general partner. Our general partner is a subsidiary
of Golar, which is a Bermuda exempted company. Please read Exhibit 8.1 to this Annual Report for a list of our significant
subsidiaries.
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D. Property, Plant and Equipment
Other than the vessels in our current fleet, we also own a purpose-built mooring structure with a net book value of $28.5
million and $32.1 million as of December 31, 2014 and 2013, respectively. The mooring structure is located off West Java, Indonesia
where the NR Satu is permanently moored for the duration of its time charter with PTNR. Together with the NR Satu, the mooring
structure is under a time charter with PTNR which terminates at the end of 2022. The mooring structure, together with the NR
Satu, is also secured in favor of the $175 million NR Satu facility.
Item 4A. Unresolved Staff Comments
There are no written comments which have been provided by the staff of the Securities and Exchange Commission
regarding our periodic reports which remain unresolved as of the date of the filing of this Form 20-F with the Commission.
Item 5. Operating and Financial Review and Prospects
The following discussion of our financial condition and results of operations should be read in conjunction with our
historical financial statements and related notes included elsewhere in this Annual Report. Among other things, those financial
statements include more detailed information regarding the basis of presentation for the following information. Our consolidated
and combined financial statements have been prepared in accordance with U.S. GAAP and are presented in U.S. Dollars.
References in this Annual Report to our "initial fleet" refer to the Golar Winter, the Golar Spirit, the Golar Mazo and the
Methane Princess, all of which were contributed to us at or prior to our IPO. The entities that own the vessels in our initial fleet
were acquired in transactions deemed to be a reorganization of entities under common control and have, therefore, been recorded
at Golar’s book values. The historical financial statements for periods prior to the completion of our initial public offering on
April 13, 2011, which results are discussed below, have been carved out of the consolidated financial statements of Golar, which
operated the vessels in our initial fleet for periods prior to our IPO.
Background and Overview
We were formed in 2007 by Golar, a leading independent owner and operator of LNG carriers and FSRUs, to own and
operate FSRUs and LNG carriers under long-term charters that generate long-term stable cash flows. Our fleet currently consists
of six FSRUs and four LNG carriers. We expect to make additional accretive acquisitions of FSRUs and LNG carriers with long-
term charters from Golar and third parties in the future as market conditions permit.
We completed our IPO on April 13, 2011 and our common units are traded on the NASDAQ Global Market under the
symbol "GMLP".
Significant Developments in 2014 and Early 2015
Acquisitions
In March 2014, we acquired from Golar interests in the company that owns and operates the Golar Igloo, which is
currently operating under a time charter with KNPC that expires in December 2018, for a total purchase price of approximately
$310.0 million less assumed debt of $161.3 million plus the fair value of the interest rate swap asset of $7.6 million and other
purchase price adjustments of $3.6 million. The acquisition of the Golar Igloo was financed from our public offering of common
units on December 11, 2013 and the related contribution by our general partner to maintain its 2% general partner interest in us
(or the December 2013 Equity Offering). We received total net proceeds of $150.3 million from the December 2013 Equity
Offering.
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In January 2015, we acquired from Golar interests in the companies that own and operate the Golar Eskimo for a total
purchase price of approximately $390.0 million less assumed debt of $162.8 million. The Golar Eskimo was delivered in December
2014. The cash portion of the purchase price for the Golar Eskimo acquisition was financed with cash on hand and the proceeds
of a $220.0 million unsecured non-amortizing loan to us from Golar (or the Golar Eskimo Vendor Loan) that will require repayment
within two years (with a prepayment incentive fee of up to 1.0% of the loan amount) and bear interest at a blended rate equal to
three-month LIBOR plus a margin of 2.84%.
Financing
Golar Maria facility
In December 2014, we entered into a supplemental deed with the existing lenders which amended the existing loan
agreement. The amended deed provided for the release of World Shipholding Ltd. and other related companies indirectly controlled
by trusts established by Mr. John Fredriksen for the benefit of certain members of his immediate family, as guarantors to the facility
and amended certain terms mainly extending the Golar Maria facility for up to 12 months from its original maturity of December
2014. In connection with the extension, the margin on LIBOR on this facility was increased from 0.95% to 1.65%. The facility
is repayable in quarterly installments with a final balloon payment of $75.8 million due in December 2015.
Refinancing of the Golar Maria and the Golar Freeze facilities
In April 2015, we obtained a signed term sheet from certain lenders to refinance the Golar Maria credit facility (which
will mature in December 2015) and the commercial loan tranche of the Golar Freeze facility (which will mature in June 2015).
The entry into the new credit agreement to refinance the Golar Maria credit facility and the commercial loan tranche of the Golar
Freeze facility is subject to the negotiation and execution of a definitive credit agreement and the satisfaction of certain conditions
ordinarily contained in these types of credit agreements. We cannot assure you that such proposed new credit agreement will be
executed or that it will be effective prior to the maturity of the Golar Maria credit facility and the commercial loan tranche of the
Golar Freeze facility.
Based on the term sheet, we expect that the facility will be a senior secured amortizing term loan and revolving credit
facility in an amount equal to the lesser of $180 million (of which $120 million is a binding commitment) or 60% of the combined
fair market value of the vessels, the Golar Maria and the Golar Freeze. We expect that the facility will be divided to a term loan
facility and a revolving credit facility. We expect that the term loan will be in an amount equal to the lesser of $150 million or
50% of the combined fair market value of the vessels and will be repaid in 12 quarterly installments of $3 million plus a balloon
payment of $114 million. We expect the revolving credit facility will be in an amount equal to the lesser of $30 million or 10%
of the combined fair market value of the vessels. The revolving credit facility will be available for drawing on a full revolving
basis from drawdown of the term loan, up to three months prior to the final maturity date, in a minimum amount of $5 million.
All amounts outstanding will be subject to repayment by the final maturity date, which we expect will be June 30, 2018.
Equity offering
In January 2015, Golar closed a secondary offering of 7,170,000 of our common units representing limited partner interests
in the Partnership held by it at a price to the public of $29.90 per unit. Following the offering, Golar’s ownership of us was reduced
from 41% to 30%. We did not receive any proceeds from the sale of our common units by Golar and the number of common units
outstanding remained unchanged.
Recent Partnership matters
In February 2015, Mr. Hans Petter Aas and Mr. Bart Veldhuizen resigned from our board of directors. To fill the vacancies
for their respective remaining terms, Mr. Andrew Whalley and Mr. Alf Thorkildsen, were appointed by the remaining directors
elected by our common unitholders. In addition, Mr. Doug Arnell (the ex-CEO of Golar Management Limited), was appointed as
a director by our general partner.
Our Charters
We generate revenues by chartering FSRUs and LNG carriers to customers for a fixed period of time at rates that are
generally fixed but may contain a variable component, such as an inflation adjustment.
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As of March 31, 2015, the average remaining term of our existing long-term time charters was approximately seven years
for our FSRU vessels, subject to certain termination and purchase rights, and four years for our LNG carriers.
For more information on our charters, please read “Item 4—Information on the Partnership— Charters.”
Market Overview and Trends
Historically, spot and short-term charter hire rates for LNG carriers have been uncertain which reflect the variability in
the supply and demand for LNG carriers. The industry has not, however, experienced a structural surplus of LNG carriers since
the 1980s with fluctuations in rates and utilization over the intervening decades reflecting short-term timing disconnects between
the delivery of new vessels and delivery of the new LNG they were ordered to transport. During the last cycle, an excess of LNG
carriers first became evident in 2004, before reaching a peak in the second quarter of 2010, when spot and short term charter hire
rates together with utilization reached historic lows. Due to a lack of newbuild orders placed between 2008 and 2010, this trend
then reversed from the third quarter of 2010 such that the demand for LNG shipping was not being met by available supply in
2011 and the first half of 2012. Spot and short-medium term charter hire rates together with fleet utilization reached historic highs
as a result. Since then, hire rates and utilization slowly declined from these all-time highs reaching an equilibrium around the
third quarter of 2013 when the supply and demand of vessels was broadly in alignment. Subsequent to this, the pace of newbuild
LNG carrier deliveries has outstripped the supply of new LNG liquefaction, with the supply of vessels exceeding shipping
requirements throughout 2014. We expect this to remain the case for the most part of 2015 with reduced charter hire and utilisation
levels as a result.
In late 2014 and early 2015, global crude oil prices fell significantly. A continued decline in oil prices could negatively
affect growth in LNG production and demand. The significant fall in oil prices over the past six months and the milder than
expected Far Eastern winter have led to substantial declines in the price of LNG and a lack of pricing differential between the
Eastern and Western hemispheres. Some production companies have announced delays or cancellations of certain previously
announced (but early stage) LNG projects, which, unless offset by new projects coming on stream, could adversely affect demand
for LNG charters and charter rates over the next few years, while the amount of tonnage available for charter is expected to
increase. A sustained decline in charter rates could also adversely affect the market value of our ships, on which certain of the
ratios and financial covenants we are required to comply with under our credit facilities are based.
Factors Affecting the Comparability of Future Results
Our historical results of operations and cash flows may not be indicative of results of operations and cash flows to be
expected in the future, principally for the following reasons:
• Prior to December 13, 2012, our financial results reflect the results of the NR Satu and the Golar Grand, acquired
from Golar, for all periods during which such vessels were under common control. Our acquisitions of the NR
Satu and the Golar Grand in July 2012 and November 2012, respectively, were deemed to be business acquisitions
between entities under common control. Accordingly, we have accounted for these transactions in a manner similar
to the pooling of interest method whereby our financial statements prior to the date these vessels were acquired by
us are retroactively adjusted to include the results of the Golar Freeze, NR Satu and the Golar Grand. From December
13, 2012, we are no longer under common control of Golar, therefore, commencing with the acquisition of the Golar
Maria in February 2013, we no longer retroactively adjust our historical financial results, thus, future results will be
less comparable following future acquisitions.
• The NR Satu did not generate revenues during the period of her retrofitting and is being operated in a substantially
different manner than she had in the past. The NR Satu completed her FSRU retrofitting in April 2012 and
commenced FSRU service under her long-term charter with PTNR in May 2012. The NR Satu did not earn revenues
while undergoing retrofitting in the shipyard.
• We intend to increase the size of our fleet by making other acquisitions. Our growth strategy focuses on expanding
our fleet through the acquisition of FSRUs and LNG carriers under long-term time charters from Golar or third
parties. We may need to issue additional equity or incur additional indebtedness to fund additional vessels that we
purchase.
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• Vessel operating and other costs are facing industry-wide cost pressures. Due to the specialized nature of operating
FSRUs and LNG carriers, the industry continues to experience a global manpower shortage of qualified officers due
to the increase in size of the worldwide LNG carrier fleet. We expect that there will be an increase in crew compensation
which will result in higher crewing costs. In addition, factors such as pressure on raw material prices and changes
in regulatory requirements could also increase operating expenditures. Although we continue to take measures to
improve operational efficiencies and mitigate the impact of inflation and price escalations, future increases to
operational costs are likely to occur.
• We may enter into different financing arrangements. Our financing arrangements currently in place may not be
representative of the arrangements we will enter into in the future. For example, we may amend our existing credit
facilities or enter into new financing arrangements. For descriptions of our current financing arrangements, please
read “—Liquidity and Capital Resources—Borrowing Activities.”
• Our results are affected by fluctuations in the fair value of our derivative instruments. The change in fair value
of some of our derivative instruments is included in our net income as some of our derivative instruments are not
designated as hedges for accounting purposes. These changes may fluctuate significantly as interest rates fluctuate.
Please read Note 24 in the notes to our consolidated and combined financial statements. The unrealized gains or
losses relating to the change in fair value of our derivatives do not impact our cash flows.
• Our results may be affected by tax exposure and changes in deferred tax assets. In 2014, we recognized deferred
tax assets relating to the recognition of certain historical tax positions relating to foreign tax net operation losses in
Indonesia. Please see Note 12 in the notes to our consolidated and combined financial statements. This may not have
an impact in our future results as we may not recognize deferred tax in the future.
• The amount and timing of drydocking and the number of drydocking days of our vessels can significantly affect
our revenues between periods. Our vessels are off-hire at various points of time due to scheduled and unscheduled
maintenance. During the years ended December 31, 2014, 2013 and 2012, we had nil, 128 and 21 off-hire days,
respectively, relating to drydocking of our vessels. Material differences in the number of off-hire days from period
to period could cause financial results to differ materially. The material impact of off-hire time on our business and
results of operations is discussed below.
• The Golar Igloo generated revenues during the first month of her three-month Regasification Off-Season. Under
the Golar Igloo’s charter with KNPC, Golar Igloo is to provide FSRU services for nine months of each year (the
regasification season). During the charter term, there will be a three-month window each year from December until
March, during which the Golar Igloo will not provide FSRU services to KNPC, permitting us to pursue spot carrier
and other short-term business opportunities. In 2014, KNPC extended the Golar Igloo’s charter after the end of the
regasification season, until December 31, 2014. We cannot guarantee that the Golar Igloo will be employed each
year during her Regasification Off-Season.
• Reductions of hire rates for extension periods may significantly affect our revenues. The Golar Grand is currently
operating under a replacement time charter with Golar at a hire rate that is 75% of the rate paid by the previous
charterer. Certain of our other time charters provide for significant reductions in hire rates payable during extension
periods if the charterer extends the applicable charter beyond its initial term. These reductions range from 5% for
the Golar Spirit to 64% for the Golar Freeze. Our results of operations will be negatively impacted in periods during
which any of our vessels are operating under a reduced hire rate.
Factors Affecting Our Results of Operations
We believe the principal factors that will affect our future results of operations include:
•
•
•
•
•
the number of vessels in our fleet, including our ability to acquire additional vessels from Golar or from third parties;
our ability to maintain good relationships with our six existing customers and our future customers and to increase
the number of our customer relationships;
increased demand for LNG shipping services, including floating storage and regasification services;
our ability to successfully employ our vessels at economically attractive rates, as our charters expire or are otherwise
terminated;
the effective and efficient technical management of our vessels;
• Golar’s ability to obtain and maintain major international energy company approvals and to satisfy their technical,
health, safety and compliance standards; and
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•
economic, regulatory, political and governmental conditions that affect the shipping and the LNG industry. This
includes changes in the number of new LNG importing countries and regions and availability of surplus LNG from
projects around the world, as well as structural LNG market changes allowing greater flexibility and enhanced
competition with other energy sources.
In addition to the factors discussed above, we believe certain specific factors have impacted, and will continue to impact,
our combined results of operations. These factors include:
•
the hire rate earned by our vessels, unscheduled off-hire days and the level of our vessel operating expenses;
• mark-to-market charges in interest rate swaps and foreign currency derivatives;
•
•
•
•
•
foreign currency exchange gains and losses;
our access to capital required to acquire additional vessels and/or to implement our business strategy;
increased crewing costs;
our level of debt and the related interest expense and amortization of principal; and
the level of any distribution on our common units.
Please read “Item 3—Key Information—Risk Factors” for a discussion of certain risks inherent in our business.
Important Financial and Operational Terms and Concepts
We use a variety of financial and operational terms and concepts when analyzing our performance. These include the
following:
Total Operating Revenues. Total operating revenues refers to time charter revenues. We recognize revenues from time
charters over the term of the charter as the applicable vessel operates under the charter. We do not recognize revenue during days
when the vessel is off-hire, unless the charter agreement makes a specific exception.
Off-hire (Including Commercial Waiting Time). Our vessels may be idle, that is, off-hire, for several reasons: scheduled
drydocking, special survey, vessel upgrade or maintenance or inspection, which we refer to as scheduled off-hire; days spent
waiting for a charter, which we refer to as commercial waiting time; and unscheduled repairs, maintenance, operational deficiencies,
equipment breakdown, accidents, crewing strikes, certain vessel detentions or similar problems, or our failure to maintain the
vessel in compliance with its specifications and contractual standards or to provide the required crew, which we refer to as
unscheduled off-hire.
Drydocking. We must periodically drydock each of our vessels for inspection, repairs and maintenance and any
modifications required to comply with industry certification or governmental requirements. Except for the NR Satu, which will
go into drydock after its charter with PTNR, we drydock each of our vessels every two and a half to five years, depending upon
the type of vessel and its age. In addition, a shipping society classification intermediate survey is performed on our LNG carriers
between the second and third year of a five-year drydocking period. We capitalize a substantial portion of the costs incurred during
drydocking and for the survey and amortize those costs on a straight-line basis from the completion of a drydocking or intermediate
survey over the estimated useful life of the drydock. We expense as incurred costs for routine repairs and maintenance performed
during drydocking or intermediate survey that do not improve or extend the useful lives of the assets. The number of drydockings
undertaken in a given period and the nature of the work performed determine the level of drydocking expenditures.
Voyage and Commission Expenses. Voyage expenses, which are primarily fuel costs but which also include other costs
such as port charges, are paid by our customers under our time charters. However, we may incur voyage related expenses during
off-hire periods when positioning or repositioning vessels before or after the period of a time charter or before or after drydocking,
which expenses will be payable by us. We also incur some voyage expenses, principally fuel costs, when our vessels are in periods
of commercial waiting time.
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Time Charter Equivalent Earnings. In order to compare vessels trading under different types of charters, it is standard
industry practice to measure the revenue performance of a vessel in terms of average daily TCE. For our time charters, this is
calculated by dividing time charter revenues by the number of calendar days minus days for scheduled off-hire. Where we are
paid a fee to position or reposition a vessel before or after a time charter, this additional revenue, less voyage expenses, is included
in the calculation of TCE. For shipping companies utilizing voyage charters (where the vessel owner pays voyage costs instead
of the charterer), TCE is calculated by dividing voyage revenues, net of vessel voyage costs, by the number of calendar days minus
days for scheduled off-hire. TCE is a non-GAAP financial measure. Please read “Item 3—Key Information—Selected Historical
Financial and Operating Data—Non-GAAP Financial Measures” for a reconciliation of TCE to total operating revenues (TCE’s
most directly comparable financial measure in accordance with GAAP).
Vessel Operating Expenses. Vessel operating expenses include direct vessel operating costs associated with operating
a vessel, such as crew wages, which are the most significant component, vessel supplies, routine repairs, maintenance, lubricating
oils, insurance and management fees for the provision of commercial and technical management services.
Depreciation and Amortization. Depreciation and amortization expense, or the periodic cost charged to our income for
the reduction in usefulness and long-term value of our ships, is related to the number of vessels we own or operate under long-
term capital leases. We depreciate the cost of our owned vessels, less their estimated residual value, and amortize the amount of
our capital lease assets over their estimated economic useful lives, on a straight-line basis.
We amortize our deferred drydocking costs over two to five years based on each vessel’s next anticipated drydocking.
Income derived from sale and subsequently leased assets is deferred and amortized in proportion to the amortization of the leased
assets. Also, we amortize our intangible assets, which pertain to customer related and contract based assets representing primarily
long-term time charter party agreements acquired in connection with the acquisition of certain subsidiaries from Golar, over the
term of the time charter party agreement.
Administrative Expenses. Administrative expenses are composed of general overhead, including personnel costs, legal
and professional fees, property costs and other general administration expenses. Prior to December 13, 2012, certain administrative
expenses (including Golar’s stock-based compensation) have been principally carved out from the administrative expenses of
Golar on the basis of Golar’s number of vessels. Administrative expenses also include a small amount of direct costs such as
professional fees.
Interest Expense and Interest Income. Interest expense depends on our overall level of borrowing and may significantly
increase when we acquire or lease ships. While an LNG carrier is undergoing retrofitting into a FSRU, interest expense incurred
is capitalized on the cost of the vessel. Interest expense may also change with prevailing interest rates, although interest rate swaps
or other derivative instruments may reduce the effect of these changes. Interest income will depend on prevailing interest rates
and the level of our cash deposits and restricted cash deposits.
Impairment of Long-Lived Assets. Our vessels are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. In assessing the recoverability of our vessels’ carrying amounts, we
must make assumptions regarding estimated future cash flows and estimates in respect of residual or scrap value. We estimate
those future cash flows based on the existing service potential of our vessels. If the carrying value of a vessel were to exceed the
undiscounted future cash flows, we would write the vessel down to its fair value, which is calculated by using a risk-adjusted rate
of interest. As of December 31, 2014, we performed an impairment test on certain vessels, as a trigger event was identified. With
reference to undiscounted future cash flows based on the existing service potential of the vessels and the associated long term
charters, no impairment was identified. Since our inception, our vessels have not been impaired.
Other Financial Items. Other financial items include financing fee arrangement costs such as commitment fees on credit
facilities, amortization of deferred financing costs, market valuation adjustments for interest rate swap derivatives, foreign exchange
gains/losses and foreign currency derivatives. The market valuation adjustment for our interest rate and foreign currency derivatives
may have a significant impact on our results of operations and financial position although it does not materially impact our short-
term liquidity unless we terminate these swaps before their maturity. Foreign exchange gains or losses arise due to the retranslation
of our capital lease obligations and the cash deposits securing those obligations. Any gain or loss represents an unrealized gain
or loss and will arise over time as a result of exchange rate movements. Our liquidity position will only be affected to the extent
that we choose or are required to withdraw monies from or pay additional monies into the deposits securing our capital lease
obligations.
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Customers
In the years ended December 31, 2014, 2013 and 2012, revenues from the following customers accounted for over 10%
of our revenues:
Petrobras
DUSUP
Pertamina
BG Group
PTNR
KNPC
Inflation and Cost Increases
2014
2013
(dollars in thousands)
2012
$
99,976
48,392
40,004
68,884
66,345
43,220
25% $
12%
10%
17%
17%
11%
85,899
48,029
37,302
66,341
65,478
—
26% $
15%
11%
20%
20%
—%
92,952
48,328
37,300
66,148
41,902
—
32%
17%
13%
23%
15%
—%
Although inflation has had a moderate impact on operating expenses, interest costs, drydocking expenses and overhead,
we do not expect inflation to have a significant impact on direct costs in the current and foreseeable economic environment other
than potentially in relation to insurance costs and crew costs. Insurance costs have historically seen periods of high cost inflation.
It is anticipated that insurance costs may continue to rise in the future. LNG transportation is a business that requires specialist
skills that take some time to acquire and the number of vessels is increasing. Therefore, there has been an increased demand for
qualified crew, which has and will continue to put inflationary pressure on crew costs. Only vessels on full cost pass-through
charters would be fully protected from crew cost increases. The impact of these increases will be mitigated to some extent by the
following provisions in our existing charters:
• The Golar Mazo’s charter provides for operating cost and insurance cost pass-throughs, and so we will be protected
from the impact of the vast majority of such increases.
• The Methane Princess’ charter provides that the operating cost component of the charter hire rate, established at the
beginning of the charter, will increase by a fixed percentage per annum, except for insurance, which is covered at
cost.
• Under the OSAs for both the Golar Spirit and the Golar Winter, the charter hire rates are payable in Brazilian Reals.
The charter hire rates payable under the OSAs covers all vessel operating expenses, other than drydocking and
insurance. The charter hire rates payable under the OSAs were established between the parties at the time the charter
was entered into and will be increased based on a specified mix of consumer price and U.S. Dollar foreign exchange
rate indices on an annual basis.
• The Golar Freeze and the NR Satu time charters provides for annual adjustments to the operating expense component
of the charter hire rate as necessary to take into account cost increases.
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A. Operating Results
Year Ended December 31, 2014 Compared with the Year Ended December 31, 2013
Total operating revenues
Vessel operating expenses
Voyage and commission expenses
Administrative expenses
Depreciation and amortization
Interest income
Interest expense
Other financial items
Taxes
Net income
Non-controlling interest
TCE (to the closest $100)
Average daily vessel operating costs
Year Ended December 31,
2014
2013
Change
% Change
(dollars in thousands, except TCE and average daily vessel operating costs)
$
396,026
$
329,190
$
59,191
6,048
5,757
80,574
1,131
(43,781)
(22,118)
5,047
184,735
(10,581)
121,900
18,502
52,390
5,239
5,194
66,336
1,097
(43,195)
(1,661)
(5,453)
150,819
(9,523)
117,800
18,172
66,836
6,801
809
563
14,238
34
(586)
(20,457)
10,500
33,916
(1,058)
4,100
330
20 %
13 %
15 %
11 %
21 %
3 %
1 %
1,232 %
(193)%
22 %
11 %
3 %
2 %
Operating days: During the year ended December 31, 2014, our total operating days increased to 3,196 days, compared
to 2,751 days in 2013, as a result of the acquisition of the Golar Igloo in March 2014 and the absence of scheduled drydockings
in 2014 compared to 128 days in 2013.
Operating revenues: Total operating revenues increased by $66.8 million to $396.0 million for the year ended December
31, 2014 compared to $329.2 million in 2013. This is primarily due to:
•
•
•
•
$43.2 million of revenue contribution from the Golar Igloo following her acquisition in March 2014;
$16.5 million higher revenues from the Golar Sprit, the Golar Winter and the Methane Princess in 2014 compared
to 2013, due to their scheduled drydockings during the first half of 2013. Also, the Golar Winter contributed full
year of increased hire rates compared to approximately five months in 2013, following the completion of her
modification works in July 2013;
$3.1 million of additional revenues from the Golar Maria, representing full year of revenues in 2014 compared to
approximately eleven months in 2013, following her acquisition in February 2013; and
$2.7 million of revenue contribution from the Golar Mazo due to the accelerated release of drydocking revenue, as
she drydocked earlier than expected.
Time charter equivalent earnings:
Calendar days less scheduled off-hire days
Average daily TCE (to the closest $100)
Year Ended December 31,
2014
2013
Change
% Change
3,199
121,900
$
2,751
117,800
$
$
448
4,100
16%
3%
The increase of $4,100 in the average daily time charter equivalent rate, or TCE, for the year ended December 31, 2014
to $121,900 compared to $117,800 in 2013, is primarily due to the higher than average hire rate from the Golar Igloo, following
her acquisition in March 2014.
Vessel operating expenses: The increase of $6.8 million in vessel operating expenses to $59.2 million for the year ended
December 31, 2014, as compared to $52.4 million in 2013, was principally due to:
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•
•
incremental operating costs relating to the Golar Igloo of $5.9 million since her acquisition in March 2014; and
$0.5 million of expenses relating to a pre-acquisition claim for the NR Satu.
Accordingly, average daily vessel costs for the year ended December 31, 2014 was $18,502, compared to $18,172 in
2013.
Voyage and commission expenses: Voyage and commission expenses primarily relate to fuel costs associated with
commercial waiting time, vessel positioning costs, charterhire expenses and brokers' commissions. When 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. Voyage
and commission expenses increased by $0.8 million to $6.0 million for the year ended December 31, 2014 compared to $5.2
million in 2013 primarily due to $1.1 million of brokers’ commission relating to the Golar Igloo, following her acquisition in
March 2014. This was partially offset by lower repositioning costs to and from the shipyard, at our costs, due to only one vessel
going into drydock for the year ended December 31, 2014, compared to four in 2013.
Administrative expenses: Administrative expenses increased by $0.6 million, to $5.8 million for the year ended December
31, 2014, compared to $5.2 million in 2013.
We are party to a management and services agreement with Golar Management, under which Golar Management provides
certain management and administrative services to us and is reimbursed for costs and expenses incurred in connection with these
services at a cost plus 5% basis. Under this arrangement, for the years ended December 31, 2014 and 2013, we incurred charges
of $2.9 million and $2.6 million, respectively. The balance of administrative expenses amounting to $2.9 million and $2.6 million
for the years ended December 31, 2014 and 2013, respectively, relate to corporate expenses such as legal, accounting and regulatory
compliance costs.
Depreciation and amortization: Depreciation and amortization increased by $14.2 million to $80.6 million for the year
ended December 31, 2014, compared to $66.3 million in 2013 primarily due to:
•
•
•
•
•
$5.6 million of depreciation of the Golar Igloo following her acquisition in March 2014;
$3.1 million of amortization of intangible assets representing Golar Igloo's charter;
a full year of amortization of the capitalized drydocking costs of the Golar Spirit, the Golar Winter, the Golar Mazo and
the Methane Princess in 2014 after completion of their drydockings in 2013 resulting in higher depreciation and
amortization by $2.9 million;
$0.8 million of accelerated amortization of the Golar Mazo's capitalized drydock costs in 2013, as she drydocked earlier
than expected in September 2014; and
a full year of depreciation for the year ended December 31, 2014 higher by $0.7 million compared to approximately
eleven months of depreciation in 2013 for the Golar Maria, following her acquisition in February 2013.
Interest income: Interest income for the year ended December 31, 2014 of $1.1 million was broadly in line with 2013.
Interest expense: Interest expense increased by $0.6 million to $43.8 million for the year ended December 31, 2014,
compared to $43.2 million in 2013. This was principally due to:
•
•
additional interest of $3.7 million, associated with the Golar Igloo debt, which we assumed upon her acquisition in
March 2014; and
a full year of interest of the Golar Partners Operating facility secured against the Golar Grand and the Golar Winter,
entered into in June 2013, compared to approximately six months in 2013. The new facility is larger and accrues
interest at a higher rate than the two leases it replaced.
The increase was partially offset by:
•
•
decrease in interest on designated hedges of $3.7 million following the maturity of certain designated swaps since
November 2013; and
lower interest payments on remaining facilities following repayments made on principal balances.
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Other financial items:
Mark-to-market (losses)/gains for interest rate swaps
$
Interest expense on un-designated interest rate swaps
Unrealized and realized (losses)/gains on interest rate
swaps
Year Ended December 31,
2014
2013
Change
% Change
(dollars in thousands)
(5,953) $
(12,163)
$
12,845
(8,188)
(18,798)
(3,975)
(146)%
49 %
(18,116)
4,657
(22,773)
(489)%
Net foreign currency adjustments for retranslation of
lease related balances and mark-to-market
adjustments for the Golar Winter Lease related
currency swap derivative
Amortization of deferred financing costs
Other
Other financial items, net
677
(3,554)
(1,125)
(22,118) $
$
2,245
(5,828)
(2,735)
(1,661) $
(1,568)
2,274
1,610
(20,457)
(70)%
(39)%
(59)%
1,232 %
Net realized and unrealized (losses) gains on interest rate swap agreements. Net realized and unrealized (losses)/gains
on interest rate swaps resulted in a net loss of $18.1 million for the year ended December 31, 2014, compared to a net gain of $4.7
million in 2013. A key factor contributing to the net unrealized and realized loss of $18.1 million for the year ended December
31, 2014 was the decrease in long-term swap interest rates in 2014. In contrast, the outlook in 2013 was that long-term interest
rates would increase.
As of December 31, 2014, our interest rate swaps portfolio had a notional value of $919.1 million (excluding the cross-
currency interest rate swap), 23% of which qualified for hedge accounting. Accordingly, a further $0.8 million unrealized loss
was accounted for as a change in other comprehensive income, which would have otherwise been recognized in earnings for the
year ended December 31, 2014.
We are also party to a cross currency interest rate swap with a notional value of $227.2 million, which was designated
as a cash flow hedge. A $0.2 million loss was accounted for as a change in other comprehensive income which would have
otherwise been recognized in earnings for the year ended December 31, 2014.
Net foreign exchange gains and losses on retranslation of lease related balances including the Golar Winter lease currency
swap mark-to-market gains and losses. Foreign exchange gains and losses arise principally as a result of the retranslation of our
capital lease obligations, the cash deposits securing these obligations and the movement in the fair value of the currency swap
used to hedge the Golar Winter lease. We incurred a net foreign exchange gain of $0.7 million and $2.2 million for the years ended
December 31, 2014 and 2013, respectively. This is mainly due to the appreciation of the US dollar against the British pound. The
Golar Winter lease and the related foreign currency swap were terminated in June 2013, accordingly, there was no comparable
gain for the year ended December 31, 2014.
Amortization of deferred financing costs. Amortization of deferred financing costs decreased by $2.3 million to $3.6
million for the year ended December 31, 2014 compared to $5.8 million in 2013. This was largely due to the write off of the
deferred financing costs relating to the Golar Winter and the Golar Grand leases following the termination of these lease agreements
in June 2013. There are no comparable costs in 2014.
Other items. Other items represent, among other things, bank charges, foreign currency differences arising on retranslation
of foreign currency and gains or losses on short term foreign currency forward contracts.
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Income taxes: Income taxes relate primarily to the taxation of our U.K. based vessel operating companies, our Brazilian
subsidiary established in connection with our charters with Petrobras, our Marshall Island operating company which is deemed a
tax resident in Kuwait in connection with our charter with KNPC, and our Indonesian subsidiary related to the ownership and
management of the NR Satu with respect to its charter with PTNR. However, the tax exposure in Indonesia is mitigated by the
revenues due under the charter. This tax element of the time charter rate was established at the beginning of the time charter, and
shall be adjusted only where there is a change in Indonesian tax laws or an invalidity of certain stipulated tax assumptions. Taxes
for the year ended December 31, 2014 decreased by $10.5 million resulting to a tax credit of $5.1 million, compared to a tax charge
of $5.5 million in 2013. This was primarily due to the recognition of certain historical tax positions related to foreign tax net
operating losses that were not recognized until 2014, due to uncertainty of realization. As of December 31, 2014, $5.3 million of
foreign tax operating losses were not recognized due to uncertainty of realization.
Please see note 8 to our audited consolidated and combined carved out financial statements included elsewhere in this Annual
Report.
Net income: As a result of the foregoing, we earned net income of $184.7 million and $150.8 million for the years ended
December 31, 2014 and 2013, respectively.
Non-controlling interest: Non-controlling interest refers to the 40% interest in the Golar Mazo.
Year Ended December 31, 2013 Compared with the Year Ended December 31, 2012
Total operating revenues
Vessel operating expenses
Voyage and commission expenses
Administrative expenses
Depreciation and amortization
Interest income
Interest expense
Other financial items
Taxes
Net income
Non-controlling interest
TCE (to the closest $100)
Average daily vessel operating costs
Year Ended December 31,
2013
2012
Change
% Change
(dollars in thousands, except TCE and average daily vessel operating costs)
$
329,190
$
286,630
$
52,390
5,239
5,194
66,336
1,097
(43,195)
(1,661)
(5,453)
150,819
(9,523)
117,800
18,172
45,474
4,471
7,269
51,167
1,797
(38,090)
(5,389)
(9,426)
127,141
(10,723)
116,700
17,749
42,560
6,916
768
(2,075)
15,169
(700)
(5,105)
3,728
3,973
23,678
1,200
1,100
423
15 %
15 %
17 %
(29)%
30 %
(39)%
13 %
(69)%
(42)%
19 %
(11)%
1 %
2 %
Operating days: During the year ended December 31, 2013, our total operating days increased to 2,751 days, compared
to 2,408 days in 2012, as a result of the acquisition of the Golar Maria in February 2013, partially offset by the impact of the
scheduled drydockings of the Golar Spirit, the Golar Winter and the Methane Princess in 2013.
Operating Revenues: Operating revenues increased by $42.6 million to $329.2 million for the year ended December 31,
2013, compared to $286.6 million in 2012, primarily as a result of:
•
•
•
$26.1 million of revenue contribution for the Golar Maria following her acquisition in February 2013;
a full year of revenues of the NR Satu, as compared to approximately eight months for the same period in 2012,
following her retrofit to an FSRU and the commencement of her long-term charter with PTNR in May 2012 which
resulted in additional revenues of $23.6 million in 2013; and
$2.7 million additional revenues arising from the increased hire rates under the Petrobras charters (in accordance
with charterer’s bi-ennial review to reflect inflation increases) with respect to the Golar Winter and the Golar Spirit,
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effective from April 2013 and increased hire rates for the Golar Winter from August 2013 pursuant to the completion
of her modification works in July 2013.
These were partially offset by a decrease in operating revenues of $14.9 million arising from the scheduled drydockings
of the Golar Spirit, the Golar Winter and the Methane Princess.
Time charter equivalent earnings:
Calendar days less scheduled off-hire days
Average daily TCE (to the closest $100)
Year Ended December 31,
2013
2012
Change
% Change
2,751
117,800
$
2,417
116,700
$
$
334
1,100
14%
1%
The increase of $1,100 in the average daily time charter equivalent rate, or TCE, for the year ended December 31, 2013
to $117,800 compared to $116,700 in 2012, is primarily as a result of the NR Satu's additional revenues representing a full year
of revenues compared to only eight months for the same period in 2012 at higher than average rate and increase in hire rates under
the Petrobras' charters as described above, largely offset by the Golar Maria's lower than average daily TCE. The revenue
contribution from the Golar Maria was lower, because she is operating as an LNG carrier (impacting the average daily TCE), her
corresponding vessel operating expenses were also lower.
Vessel Operating Expenses: The increase of $6.9 million in vessel operating expenses to $52.4 million for the year
ended December 31, 2013, as compared to $45.5 million in 2012, was principally due to:
•
•
•
incremental operating costs relating to the Golar Maria of $4.6 million since her acquisition in February 2013;
increase in ship management fees by $1.9 million as a result of the agreed upward adjustment effective from January
2013 as recharged by Golar to us for the provision of technical and commercial management of our vessels;
the NR Satu being fully operational as an FSRU for the year ended December 31, 2013, as compared to approximately
eight months for the same period in 2012 when she was undergoing her FSRU retrofitting; and
•
unscheduled maintenance work on the Golar Grand resulting in higher repairs and maintenance costs in 2013.
Accordingly, average daily vessel costs for the year ended December 31, 2013 was $18,172, compared to $17,749 in
2012.
Voyage and Commission Expenses: Voyage and commission expenses primarily relate to fuel costs associated with
commercial waiting time, vessel positioning costs, charterhire expenses and brokers' commissions. When 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. Voyage
and commission expenses increased by $0.8 million to $5.2 million for the year ended December 31, 2013 compared to $4.5
million in 2012 due to (i) the Golar Winter, the Golar Mazo and the Methane Princess incurring positioning costs to and from the
shipyard at our cost for their scheduled drydockings in April 2013; and (ii) a full year of brokers' commissions compared to eight
months in the same period in 2012 relating to the NR Satu following the commencement of her charter in May 2012.
Administrative Expenses: Administrative expenses decreased by $2.1 million, to $5.2 million for the year ended
December 31, 2013, compared to $7.3 million in 2012.
We are party to a management and services agreement with Golar Management, under which Golar Management provides
certain management and administrative services to us and is reimbursed for costs and expenses incurred in connection with these
services at a cost plus 5% basis. Under this arrangement, for the year ended December 31, 2013 and 2012, we incurred charges
of $2.6 million and $2.9 million, respectively. Furthermore, in relation to the Dropdown Predecessor, for the historic periods prior
to the acquisition of the NR Satu and the Golar Grand in 2012, administrative expenses were carved out from the administrative
expenses of Golar (including an allocation for stock-based compensation costs) and a portion was allocated to us based on Golar's
fleet size which amounted to $1.4 million for the year ended December 31, 2012. The balance of administrative expenses amounting
to $2.6 million and $3.0 million for the years ended December 31, 2013 and 2012, respectively, relate to corporate expenses such
as legal, accounting and regulatory compliance costs.
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Depreciation and amortization: Depreciation and amortization expense increased by $15.2 million to $66.3 million for
the year ended December 31, 2013, compared to $51.2 million in 2012 primarily due to (i) depreciation of the Golar Maria
following her acquisition in February 2013; (ii) amortization of the higher capitalized drydocking costs of the Golar Spirit, the
Golar Winter, the Golar Mazo and the Methane Princess pursuant to the completion of their drydockings during the year ended
December 31, 2013; (iii) amortization of the cost of modification works of the Golar Winter pursuant to the completion of her
agreed modification in July 2013; and (iv) a full year's depreciation in 2013 compared to approximately eight months for the FSRU
retrofitting expenditure relating to the NR Satu following the completion of her retrofitting in April 2012.
Interest income: Interest income decreased by $0.7 million to $1.1 million for the year ended December 31, 2013,
compared to $1.8 million for the same period in 2012. This was mainly due to the decrease in LIBOR rates. Interest income arose
principally from our restricted cash balances in respect of debt and lease arrangements.
Interest expense: Interest expense increased by $5.1 million to $43.2 million for the year ended December 31, 2013,
compared to $38.1 million for the same period in 2012. This was principally due to:
•
the acquisition of the NR Satu in mid-July 2012, which was originally financed with a vendor financing loan at the
time of the acquisition. This was subsequently repaid in December 2012 with the proceeds from the NR Satu debt
facility. Accordingly, the NR Satu-related interest expense increased by $1.0 million to $5.9 million for the year
ended December 31, 2013, compared to the same period in 2012. This was largely due to the recognition of only 5.5
months of interest expense on the NR Satu-related debt during 2012, in contrast to a full year in 2013;
•
the impact of the new Golar Partners Operating facility secured against the Golar Grand and the Golar Winter,
entered into in June 2013. The new facility is larger and accrues interest at a higher rate than the two leases it replaces;
• we incurred an additional $1.1 million of interest expense on the Golar Maria facility and an additional $2.2 million
of interest expense on the related interest rate swap which we assumed upon acquisition of the Golar Maria in
February 2013; and
•
in relation to our Dropdown Predecessor, for the historic periods prior to acquisition of the NR Satu and the Golar
Grand in 2012, we recognized $0.6 million of carve-out adjustments compared to $nil in 2013. Please read Note 20
in the notes to our consolidated and combined carve-out financial statements for a description of these loans.
Other financial items:
Mark-to-market gains for interest rate swaps
$
Interest expense on un-designated interest rate swaps
Unrealized and realized gains/(losses) on interest rate
swaps
Net foreign currency adjustments for retranslation of
lease related balances and mark-to-market adjustments
for the Golar Winter Lease related currency swap
derivative
Amortization of deferred financing costs
Other
Other financial items, net
Year Ended December 31,
2013
2012
Change
% Change
(dollars in thousands)
$
12,845
(8,188)
$
1,328
(6,609)
11,517
(1,579)
867 %
24 %
4,657
(5,281)
9,938
(188)%
2,245
(5,828)
(2,735)
(1,661) $
1,602
(1,123)
(587)
(5,389) $
643
(4,705)
(2,148)
3,728
$
40 %
419 %
366 %
(69)%
Net realized and unrealized gains (losses) on interest rate swap agreements. Net realized and unrealized gains/(losses)
on interest rate swaps resulted in a net gain of $4.7 million for the year ended December 31, 2013, compared to a net loss of $5.3
million in 2012. A key factor contributing to the net unrealized and realized gain of $4.7 million for the year ended December 31,
2013 is the increase in long-term swap rates during 2013.
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As of December 31, 2013, our interest rate swaps portfolio had a notional value of $997.6 million (excluding the cross-
currency interest rate swap), 29% of which qualified for hedge accounting. Accordingly, a further $5.5 million unrealized gain
was accounted for as a change in other comprehensive income, which would have otherwise been recognized in earnings for the
year ended December 31, 2013.
We are also party to a cross currency interest rate swap with a notional value of $227.2 million, which was designated
as a cash flow hedge. A $1.1 million gain was accounted for as a change in other comprehensive income which would have
otherwise been recognized in earnings for the year ended December 31, 2013.
Included within net realized and unrealized gains and losses for the year ended December 31, 2013 and 2012, are $nil
and a net gain of $0.1 million, respectively, representing amounts carved out from Golar and allocated to us on the basis of our
proportion of Golar’s debt (relating to our Dropdown Predecessor in respect of the NR Satu and the Golar Grand).
Net foreign exchange gains and losses on retranslation of lease related balances including the Golar Winter lease currency
swap mark-to-market gains and losses. Foreign exchange gains and losses arise principally as a result of the retranslation of our
capital lease obligations, the cash deposits securing these obligations and the movement in the fair value of the currency swap
used to hedge the Golar Winter lease. We incurred a net foreign exchange gain of $2.2 million and $1.6 million for the years ended
December 31, 2013 and 2012, respectively. This is mainly due to the appreciation of the US dollar against the British Pounds in
the six month period through to June 2013 when the Golar Winter lease and the related foreign currency swap were terminated.
Amortization of deferred financing costs. Amortization of deferred financing costs increased by $4.7 million to $5.8
million for the year ended December 31, 2013 compared to $1.1 million in 2012. This was principally due to the recognition of
higher amortization expense in respect of deferred financing costs arising on our high-yield bonds, which were issued in October
2012 and the NR Satu facility, which was entered into in December 2012, and additional amortization expenses on the $275 million
Golar Partners Operating credit facility entered into in June 2013. In 2012, we recognized approximately two months of amortization
of deferred financing costs arising on our high yield bonds and a week on the NR Satu facility. There was no comparable cost on
the Golar Partners Operating credit facility in 2012.
Other items. Other items represent, among other things, bank charges, foreign currency differences arising on retranslation
of foreign currency and gains or losses on short term foreign currency forward contracts. Included within other items for the year
ended December 31, 2013 are commitment fees on the Golar Partners Operating credit facility of $1.2 million. In addition, included
within other items in 2012 is a $0.6 million foreign exchange gain representing amounts carved out from Golar.
Income taxes: Income taxes relate primarily to the taxation of our U.K. based vessel operating companies, our Brazilian
subsidiary established in connection with our charters with Petrobras and our Indonesian subsidiary related to the ownership and
management of the NR Satu with respect to its charter with PTNR. However, the tax exposure in Indonesia is intended to be
mitigated by revenue due under the charter. This tax element of the time charter rate was established at the beginning of the time
charter, and shall be adjusted only where there is a change in Indonesian tax laws or an invalidity of certain stipulated tax assumptions.
Please see Note 8 to our audited consolidated and combined carved out financial statements included elsewhere in this Annual
Report.
Net income: As a result of the foregoing, we earned net income of $150.8 million and $127.1 million for the years ended
December 31, 2013 and 2012, respectively.
Non-controlling interest: Non-controlling interest refers to the 40% interest in the Golar Mazo.
B. Liquidity and Capital Resources
Liquidity and Cash Needs
We operate in a capital-intensive industry and we expect to finance the purchase of additional vessels and other capital
expenditures through a combination of borrowings from, and leasing arrangements with, commercial banks, cash generated
from operations and debt and equity financings. In addition to paying distributions, our other short-term liquidity requirements
relate to servicing interest on our debt, scheduled repayments of long-term debt, funding working capital requirements, including
drydocking, and maintaining cash reserves against fluctuations in operating cash flows.
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Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity.
Cash and cash equivalents are held primarily in U.S. Dollars with some balances held in British Pounds. We have not used
derivative instruments other than for interest rate and currency risk management purposes.
Short-term Liquidity and Cash Requirements
Sources of short-term liquidity include cash balances, restricted cash balances, short-term investments, available
amounts under revolving credit facilities and receipts from our charters. Revenues from our time charters are generally received
monthly in advance. In addition we benefit from low inventory requirements (consisting primarily of fuel, lubricating oil and
spare parts) due to fuel costs, which represent the majority of these costs being paid for by the charterer under time charters.
As of December 31, 2014, our cash and cash equivalents, including restricted cash and short-term investments, was
$124.8 million and we had access to undrawn borrowing facilities of $30 million. In 2014, $40 million was drawn down on the
Golar Partners Operating credit facility. Our restricted cash balances contribute to our short and medium term liquidity as they
are used to fund payment of certain loans and capital leases which would otherwise be paid out of our cash balances. Since
December 31, 2014, significant transactions impacting our cash flows include:
•
•
•
•
In February 2015, we paid a cash distribution of $0.5625 per unit ($37.3 million in the aggregate) with respect to
the quarter ended December 31, 2014;
In December 2014, we entered into an agreement to acquire the ownership interests in the companies that own
and operate the Golar Eskimo, an FSRU, from Golar for an aggregate purchase price of approximately $390.0
million. The acquisition was subsequently completed on January 20, 2015. We financed the purchase price with
cash on hand of $7.2 million, the proceeds of a $220.0 million vendor financing loan from Golar and the assumption
of outstanding bank debt in respect of the Golar Eskimo on the closing date of the acquisition of $162.8 million;
In April 2015, we made $26.0 million of scheduled debt repayments and paid interest on our high-yield bonds of
$7.4 million;
In April 2015, we obtained a signed term sheet and a binding commitment from certain lenders, to refinance the
Golar Maria debt facility which matures in December 2015 and the commercial loan tranche under the Golar
Freeze facility which matures in June 2015 (as described below).
•
In April 2015, our $20 million revolving credit facility with Golar was extended until June 2015.
The consolidated financial statements have been prepared assuming that we will continue as a going concern. As of
December 31, 2014, we recorded net current liabilities of $136.3 million. Included in current liabilities are short term loan
obligations that mature before December 31, 2015 and are therefore, presented as current debt. We have a debt facility in respect
of the Golar Maria of $79.5 million that matures in December 2015 and the commercial loan tranche under the Golar Freeze
facility of $39.6 million that matures in June 2015.
In April 2015, we obtained a signed term sheet from certain lenders in an amount equal to the lesser of $180 million
(of which $120 million is a binding commitment), or 60% of the combined fair market value of the Golar Maria and Golar
Freeze, to refinance the Golar Maria credit facility and the commercial loan tranche of the Golar Freeze credit facility and
providing additional funding for our operations. The entry into the new credit agreement to refinance these facilities is subject
to the negotiation and execution of a definitive credit agreement and the satisfaction of conditions ordinarily contained in these
types of credit agreements. We cannot assure you that such proposed new credit agreement will be executed or that it will become
effective prior to the maturity of our debt that matures in 2015. In addition, the cash expected to be generated from operations
(assuming current market rates from existing charters) will be to be sufficient to cover both our operational cash outflows and
our ongoing obligations under our financing commitments to pay loan interest and to make scheduled loan repayments.
Furthermore, included within current liabilities as of December 31, 2014, are: (i) mark-to-market valuations of swap derivatives
of $71.9 million (includes $56.6 million mark-to-market valuations for our cross-currency interest rate swap). The swaps mature
between 2016 and 2020. We have no intention of terminating these swaps before their maturity and hence realizing these
liabilities; (ii) deferred drydocking and operating cost revenue of $20.6 million, which relates to charter hire received in advance
from our charterers, thus, no cash outflows are expected in respect of these liabilities in the next twelve months.
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Following an intense program of drydockings in 2013, the next scheduled drydockings are not due until 2015. Therefore,
we expect improved operating results for 2015 and 2016. Accordingly, as of April 29, 2015, we believe our current resources,
including our undrawn credit facilities of $35 million, are sufficient to meet our working capital requirements for at least the
next twelve months.
Medium to Long-term Liquidity and Cash Requirements
Our medium to long-term liquidity requirements include funding the acquisition of new vessels, maintenance capital
expenditures, the repayment of long-term debt and the payment of distributions to our unitholders, to the extent we have sufficient
cash from operations after the establishment of cash reserves and payment of fees.
Generally, our long-term sources of funds will be cash from operations, long-term bank borrowings and other debt and
equity financings. Because we will distribute the majority of our available cash, we expect that we will rely upon external
financing sources, including bank borrowings and the issuance of debt and equity securities, to fund acquisitions and other
expansion capital expenditures. Occasionally we may enter into vendor financing arrangements with Golar to provide
intermediate financing for capital expenditures until longer-term financing is obtained, at which time we will use all or a portion
of the proceeds from the longer-term financings to repay outstanding amounts due under these arrangements.
Estimated Maintenance and Replacement Capital Expenditures
Our operating agreements require us to distribute our available cash each quarter. In determining the amount of cash
available for distribution, our board of directors determines the amount of cash reserves to set aside, including reserves for future
maintenance capital expenditures, working capital and other matters. The capital expenditures we are required to make to
maintain our fleet are substantial. As of March 31, 2015, our annual estimated maintenance and replacement capital expenditure
is $78 million , which is comprised of $18 million for drydock maintenance and society classification surveys and $60 million,
including financing costs, for replacing our existing vessels at the end of their useful lives.
The estimate for future vessel replacement is based on assumptions regarding the remaining useful life of our vessels,
a net investment rate applied on reserves, replacement values of our vessels based on current market conditions, and the residual
value of our vessels. The actual cost of replacing the vessels in our fleet will depend on a number of factors, including prevailing
market conditions, contract operating dayrates and the availability and cost of financing at the time of replacement. Our operating
agreement requires our board of directors to deduct from operating surplus each quarter estimated maintenance and replacement
capital expenditures, as opposed to actual maintenance and replacement capital expenditures, in order to reduce disparities in
operating surplus caused by fluctuating maintenance and replacement capital expenditures, such as drydocking and vessel
replacement. Our board of directors, with the approval of the conflicts committee, may determine that one or more of the
assumptions should be revised, which could cause the board of directors to increase the amount of estimated maintenance and
replacement capital expenditures. We may elect to finance some or all of our maintenance and replacement capital expenditures
through the issuance of additional common units which could be dilutive to existing unitholders. “
Cash Flows
The following table summarizes our net cash flows from operating, investing and financing activities for the periods
presented:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
78
Year Ended December 31,
2014
2013
2012
$
(in thousands)
$
276,980
(167,755)
(113,327)
(4,102)
103,100
98,998
$
148,679
(84,052)
(27,854)
36,773
66,327
103,100
189,343
(78,798)
(93,436)
17,109
49,218
66,327
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In addition to our cash and cash equivalents noted above, as of December 31, 2014, we had short-term restricted cash
and investments of $25.8 million that represents balances retained on restricted accounts in accordance with certain lease and
loan requirements. These balances act as security for, and over time are used to repay lease and loan obligations. As of
December 31, 2014, our long-term restricted cash balances amounted to $146.6 million which primarily represented security
for our Methane Princess capital lease obligation and will be released over time in connection with the repayment of our lease
obligation, and cash collateral in respect of our cross-currency interest rate swap which will be released depending on the market
valuation of our high yield bonds.
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $277.0 million, $148.7 million and $189.3 million for the years ended
December 31, 2014, 2013 and 2012, respectively.
Cash provided by operating activities increased by $128.3 million to $277.0 million for the year ended December
31, 2014, compared to $148.7 million in 2013. This was primarily due to:
•
the improvement in overall trading through the contributions from the Golar Igloo, following her acquisition in
March 2014;
• a decrease in drydocking expenditure of $48.5 million for the year ended December 31, 2014 compared 2013, due
to four scheduled drydockings in the first half of 2013, compared to only one drydocking in 2014;
• higher revenues from the Golar Winter, the Golar Spirit and the Methane Princess, following their scheduled
drydockings in the first half of 2013, coupled with the increased hire rate for the Golar Winter, pursuant to the
completion of her modification works in July 2013; and
•
the Golar Maria earning a full year of revenues for the year ended December 31, 2014, compared to approximately
eleven months in 2013, following her acquisition in February 2013.
Cash provided by operating activities decreased by $40.7 million to $148.7 million for the year ended December 31,
2013, compared to $189.3 million in 2012. This was primarily due to the following:
• decrease in operating revenues of $12.8 million in 2013 arising from off-hire days incurred in connection with four
scheduled drydockings during 2013 compared to one in 2012;
•
increase in drydocking expenditure by $42.7 million due to four scheduled drydockings in the year ended December
31, 2013 compared to only one in the comparative period in 2012; and
• higher interest costs in 2013 associated with the borrowings under the NR Satu facility, the assumed Golar Maria
facility from February 2013 and the Golar Partners Operating credit facility.
The decrease was partially offset by an improvement in overall trading through the contributions from: (i) the NR
Satu earning revenues for the full year in 2013 as compared to approximately eight months in 2012 following the commencement
of her charter in May 2012; (ii) the Golar Maria, following her acquisition in February 2013; (iii) the increased hire rates under
the Petrobras charters (in accordance with charterer's bi-ennial review to reflect inflation increases) with respect to the Golar
Winter and the Golar Spirit, effective from April 2013; and (iv) increased hire rates for the Golar Winter from August 2013
pursuant to the completion of her modification works in August 2013.
Net Cash Used in Investing Activities
Net cash used in investing activities of $167.8 million in 2014 was primarily due to the $155.3 million of cash
consideration paid (net of cash acquired) in connection with the acquisition of the Golar Igloo in March 2014.
Net cash used in investing activities of $84.1 million in 2013 was primarily due to the $119.9 million of cash consideration
paid (net of cash acquired) in connection with the acquisition of the Golar Maria in February 2013 and additions to vessels and
equipment relating to the Golar Winter modification. This was partially offset by the release of the restricted cash relating to
the Golar Grand lease following the termination of the lease in June 2013 and the release of restricted cash deposits relating to
the Mazo facility which matured in June 2013.
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Net cash used in investing activities of $78.8 million in 2012 arose mainly due to additions to vessels and equipment
of $72.3 million primarily in relation to the FSRU retrofitting of the NR Satu which was completed in April 2012 and the increase
in restricted cash deposits relating to the NR Satu facility.
Net Cash Used in Financing Activities
Net cash used in financing activities is principally generated from funds from equity offerings, new debt and lease
financings and contributions from owners, partially offset by debt and lease repayments and repayments of invested equity.
Net cash used in financing activities during the year ended December 31, 2014 of $113.3 million was primarily due to
the following:
•
payment of cash distributions during the year of $153.9 million (of which $13.7 million refers to distributions to
our non-controlling interests); and
•
repayment of long term debt and lease obligations of $93.6 million.
This was partially offset by the proceeds of $135.0 million drawn down from our revolving credit facilities (of
which $20 million refers to our revolving credit facility with Golar).
Net cash used in financing activities during the year ended December 31, 2013 of $27.9 million was mainly due to
the following:
•
•
•
•
•
net proceeds from the February 2013 and December 2013 Equity Offerings, which together raised $280.6 million;
proceeds of $230 million drawn from the new Golar Partners $275 million credit facility in connection with the
refinancing of the Golar Winter and the Golar Grand in June 2013 to acquire the legal title of these vessels. The
proceeds were put towards settling the termination sums payable of $251 million on the Golar Winter and Golar
Grand Leases (including the related Golar Winter currency swap);
draw down and the subsequent repayment of the $20 million sponsor credit facility;
repayment of long-term debt and lease obligations of $152.2 million; and
payment of cash distributions during the year of $130.5 million (of which $10.6 million refers to distributions to
our non-controlling interests).
Net cash used in financing activities during the year ended December 31, 2012 of $93.4 million was mainly due to the
following:
•
•
•
•
•
•
•
payment of cash distributions to our unitholders during the year of $77.6 million (of which $nil refers to distributions
to our non-controlling interests);
proceeds from the July 2012 Equity Offerings and November 2012 Equity Offerings of $401.9 million;
our acquisition of Golar’s interest in certain subsidiaries which own and operate the NR Satu. The purchase
consideration was $385 million for the vessel (plus working capital adjustments of $3.0 million), resulting in total
purchase consideration of approximately $388.0 million, of which $230.0 million was financed from the proceeds
of the July 2012 Equity offerings and $155.0 million vendor financing in the form of the Golar LNG vendor
financing loan;
our acquisition of Golar's interests in subsidiaries which lease and operate the Golar Grand. The purchase
consideration was $265.0 million for the vessel (plus working capital adjustments of $2.6 million) net of the
assumed capital lease obligation of $90.8 million, resulting in total purchase consideration of $176.8 million of
which $175.0 million was financed from the proceeds of the November 2012 Equity Offerings;
proceeds from the high-yield bond issuance of $227.3 million, $222.3 million of which was used to repay the Golar
LNG vendor financing loan relating to the Golar Freeze acquisition;
proceeds from the NR Satu facility of $155.0 million which was used to repay the Golar LNG vendor financing
loan relating to the NR Satu acquisition;
repayments of long-term debt and lease obligations of $427.2 million, of which $377.3 million relates to the
settlement of the vendor financing loans discussed above; and
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•
contributions from the Dropdown Predecessor's funding of $53.6 million.
Borrowing Activities
Long-Term Debt. As of December 31, 2014 and 2013, our long-term debt consisted of the following:
Golar LNG revolving credit facility from Golar
Golar Maria facility
High-yield bonds
Golar Igloo debt
Golar LNG Partners credit facility
Golar Partners Operating credit facility
Golar Freeze facility
NR Satu facility
Total
December 31,
2014
2013
(in thousands)
20,000
79,525
174,450
154,550
203,500
235,000
59,107
126,400
1,052,532
$
$
—
84,525
214,100
—
160,500
215,000
74,646
140,700
889,471
Our outstanding debt of $1,052.5 million as of December 31, 2014, is repayable as follows:
Year Ending December 31,
2015
2016
2017
2018
2019
2020 and thereafter
Total
(in thousands)
$
144,221
87,989
262,439
393,906
44,122
119,855
$
1,052,532
As of December 31, 2014, the margins we pay under our bank loan agreements are above LIBOR at a fixed or floating
rate ranging from 1.34% to 3.50%. The margin related to our high-yield bond is 5.20% above NIBOR.
Subsequent to December 31, 2014, in connection with the acquisition of the Golar Eskimo, we assumed existing
indebtedness secured by the vessel and we entered into a vendor financing loan with Golar. In addition, in April 2015, we
obtained a binding commitment from certain lenders to refinance the Golar Maria credit facility and the commercial loan tranche
of the Golar Freeze credit facility. (See Golar Maria facility below).
Golar Maria Facility
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The Golar Maria facility was assumed by us upon the acquisition of the company that owns and operates the vessel
from Golar in February 2013. The amount originally drawn down under the facility was $120 million, but the balance outstanding
under the facility at the date of acquisition was $89.5 million. The facility is secured against the Golar Maria. In December
2014, we entered into a supplemental deed with the existing lenders which amended the existing loan agreement. The amended
deed provided for the release of World Shipholding Ltd. and other related companies indirectly controlled by trusts established
by Mr. John Fredriksen for the benefit of certain members of his immediate family, as guarantors to the facility and amended
certain terms mainly extending the Golar Maria facility for up to 12 months from its original maturity of December 2014. In
connection with the extension, the margin on LIBOR on this facility was increased from 0.95% to 1.65%. The facility is repayable
in quarterly installments with a final balloon payment of $75.8 million due in December 2015.
In April 2015, we obtained a signed term sheet from certain lenders to refinance the Golar Maria credit facility and the
commercial loan tranche of the Golar Freeze facility. The entry into the new credit agreement to refinance the Golar Maria
credit facility and the commercial loan tranche of the Golar Freeze facility is subject to the negotiation and execution of a
definitive credit agreement and the satisfaction of certain conditions ordinarily contained in these types of credit agreements.
We cannot assure you that such proposed new credit agreement will be executed or that, it will become effective prior to the
maturity of the Golar Maria facility. Based on the term sheet, we expect that the facility will be a senior secured amortizing term
loan and revolving credit facility in an amount equal to the lesser of $180 million or 60% of the combined fair market value of
the vessels, the Golar Maria and the Golar Freeze, of which $120 million is a binding commitment. We expect that the facility
will be divided into a term loan facility and a revolving credit facility. We expect that the term loan will be in an amount equal
to the lesser of $150 million or 50% of the combined fair market value of the vessels and will be repaid in 12 quarterly installments
of $3 million plus a balloon payment of $114 million. We expect that the revolving credit facility will be an amount equal to
the lesser of $30 million or 10% of the combined fair market value of the vessels. The revolving credit facility will be available
for drawing on a full revolving basis from drawdown of the term loan, up to three months prior to the final maturity date, in a
minimum amount of $5 million. All amounts outstanding will be subject to repayment by the final maturity date, which we
expect will be in June 2018. We therefore classified the $73.5 million outstanding loan under the Golar Maria facility, under
long-term debt in our consolidated balance sheet.
We expect that the financial covenants under the proposed new facility will require us to maintain as of the end of each
quarterly period during and as of the end of each fiscal year:
•
•
•
•
free liquid assets of at least $30 million until the maturity date;
a minimum EBITDA to debt service ratio of 1.15:1;
a maximum net debt to EBITDA ratio of 6.5:1; and
a consolidated net worth of $250 million.
In addition, we expect that there will be vessel covenants that will require us to maintain that the aggregate fair market
value of the vessels, the Golar Maria and the Golar Freeze, be at all times at least 110% of the outstanding facility amount.
High-Yield Bonds
In October 2012, we completed the issuance of NOK 1,300 million senior unsecured bonds that mature in October
2017. The bonds were in denominations of NOK 1 million each. The aggregate principal amount of the bonds at the time of
issuance is equivalent to approximately $227 million. The bonds bear interest at three months NIBOR plus a margin of 5.20%
payable quarterly. All interest and principal payments on the bonds were swapped into U.S. dollars including fixing interest
payments at 6.485%. The net proceeds from the bonds were used primarily to repay the $222.3 million 6.75% loan due October
2014 from Golar that was utilized to purchase the Golar Freeze (Golar LNG Vendor Financing Loan - Golar Freeze). The bonds
were listed on the Oslo Bors ASA in December 2012. As of December 31, 2014, the U.S. dollar equivalent of the principal
amount is $174.5 million.
Under the bond agreement, we are obligated to comply with certain restrictive covenants that will require the prior
written consent of the lenders or otherwise restrict our ability to, among other things:
• merge or consolidate with any other person;
•
•
de-merge or carry out a corporate reorganization splitting the Partnership into two or more separate entities;
change or cease to carry on the general nature or scope of our business;
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•
•
•
sell or dispose of all or a substantial part of our assets or operations;
enter into any transaction with related parties other than on an arms' length basis; and
change our type of organization or jurisdiction of organization.
The financial covenants under the bond agreement require us to maintain as of the end of each quarterly period during
and as of the end of each fiscal year:
•
•
•
free liquid assets of at least $30 million from July 1, 2014 until the maturity date;
a minimum EBITDA to debt service ratio of 1.15:1; and
a maximum net debt to EBITDA ratio of 6.5:1.
In addition, we are required to provide the documents and information necessary to maintain the listing and quotation
of the bonds on the Oslo Bors.
Golar Igloo and Golar Eskimo Debts
The Golar Igloo and the Golar Eskimo debt originally formed part of Golar's $1.125 billion facility to fund eight of its
newbuildings. The portions of the debt secured against the Golar Igloo and the Golar Eskimo were assumed by us upon our
acquisitions of the vessels from Golar in March 2014 and January 2015, respectively. The amounts drawn down under the
original facility and the balance outstanding at the dates of acquisition were $161.3 million and $162.8 million, respectively.
The Golar Igloo and Golar Eskimo debt bears interest at LIBOR plus a margin. The debt is divided into three tranches, with the
following general terms, in line with the original facility:
?
Tranche
K-Sure
KEXIM
Proportion of
debt
40%
40%
Term of loan
12 years
12 years
Commercial
20%
5 years
Repayment terms
Semi-annual installments
Semi-annual installments
Semi-annual installments, unpaid balance to be
refinanced after 5 years
Margin on
LIBOR
2.10%
2.75%
2.75%
?
The K-Sure Tranche, is funded by a consortium of lenders, of which 95% is guaranteed by a Korean Trade Insurance
Corporation (or K-Sure) policy; the KEXIM tranche is funded by the Export Import Bank of Korea (or KEXIM). The commercial
tranche is funded by a syndicate of banks and is for a term of five years from the date of drawdown with a final balloon payment
of $20.2 million due in February 2019. In the event the commercial tranche is not refinanced prior to the end of the five years,
KEXIM has an option to demand repayment of the balance outstanding under the KEXIM tranche. As of December 31, 2014,
we had $154.6 million of borrowings outstanding under the facility.
Golar LNG Partners Credit Facility
In September 2008, we refinanced existing loan facilities in respect of two of our vessels, the Methane Princess and
the Golar Spirit, and entered into a new $285 million revolving credit facility with a banking consortium. The loan is secured
against the Golar Spirit and the assignment to the lending banks of a mortgage given to us by the lessors of the Methane Princess,
with a second priority charge over the Golar Mazo.
The revolving credit facility accrues floating interest at a rate per annum equal to LIBOR plus a margin of 1.15% until
November 2014. The margin on LIBOR was changed to 1.34% in November 2014 due to a change in covenant requirements.
The initial draw down amounted to $250 million in November 2008. The total amount outstanding at the time of refinancing,
in respect of the two vessels’ facilities was $202.3 million. The revolving credit facility is a reducing facility which decreases
by $2.5 million per quarter from June 30, 2009 through December 31, 2012 and by $5.5 million per quarter from March 31,
2013 through December 31, 2017. As of December 31, 2013, we had an undrawn $65 million available to us under this revolving
credit facility, which we drew down in March 2014. Accordingly, as of December 31, 2014, we have no ability to draw additional
amounts under this facility. The loan has a term of ten years and is repayable in quarterly installments commencing in May 2009
with a final balloon payment of $137.5 million due in March 2018, its maturity date. As of December 31, 2014, $203.5 million
was outstanding on the revolving credit facility.
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The Golar LNG Partners credit facility contains restrictive covenants that require the prior written consent of the lenders
or otherwise restrict our ability to, among other things:
• merge or consolidate with any other person;
• make certain capital expenditures;
•
•
•
pay distributions to our unitholders;
terminate or materially amend certain of our charters;
enter into any other line of business;
• make any acquisitions;
•
•
•
incur additional indebtedness or grant any liens to secure any of our existing or future indebtedness;
enter into any sale-leaseback transactions; or
enter into any transactions with our affiliates.
The Golar LNG Partners credit facility prohibits us from paying distributions to our unitholders if we are not in
compliance with certain financial covenants or upon the occurrence of an event of default.
Furthermore, we are required under the credit facility to, among other things, comply with the ISM Code and the ISPS
Code and with all international and local environmental laws and to maintain certain levels of insurance on the Methane Princess
and the Golar Spirit and maintain the vessels’ class certifications with no material overdue recommendations.
The financial covenants under the Golar LNG Partners credit facility require us to maintain, as of the end of each
quarter, and as of the end of each fiscal year:
•
•
•
a minimum EBITDA to debt service ratio of 1.15:1;
a maximum net debt to EBITDA ratio of 6.5:1; and
a consolidated net worth of $123.95 million.
Golar Partners Operating Credit Facility
In June 2013, we entered into a five year, $275 million loan facility with a banking consortium in connection with the
refinancing of our lease financing arrangements in respect of two vessels: the Golar Winter and the Golar Grand. The loan
facility is split into two tranches, a $225 million term loan facility and a $50 million revolving credit facility. In December
2014, we drew down $40 million on the revolving credit facility. As of December 31, 2014, the Partnership had an undrawn
balance of $10 million under the revolving credit facility. The loan facility is secured against the Golar Winter and the Golar
Grand and is repayable in quarterly installments with a final balloon payment of $130 million payable in July 2018. The loan
facility and the revolving credit facility bear interest at LIBOR plus a margin of 3% together with a commitment fee of 1.2%
on any undrawn portion of the facility. As of December 31, 2014, the Partnership had $235.0 million of borrowings outstanding
under the Golar Partners Operating credit facility.
The Golar Partners Operating credit facility contains restrictive covenants that require the prior written consent of the
lenders or otherwise restrict our ability to, among other things:
•
•
•
•
•
•
•
•
enter into mergers, de-mergers, consolidation or corporate reconstruction;
change the general nature of our business;
terminate or materially amend the Golar Winter and the Golar Grand charters;
reduce our capital;
acquire or own certain additional assets;
incur additional indebtedness or grant any liens to secure any of our existing or future indebtedness;
sell or dispose of all or a substantial part of our assets or operations; or
enter into any transaction with related parties other than on an arms' length basis.
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The Golar Partners Operating credit facility prohibits us from paying distributions to our unitholders if we are not in
compliance with certain financial covenants or upon the occurrence of an event of default.
Furthermore, we are required under the credit facility to, among other things, comply with the ISM Code and the ISPS
Code and with all international and local environmental laws and to maintain certain levels of insurance on the Golar Winter
and the Golar Grand and maintain the vessels’ class certifications with no material overdue recommendations.
The financial covenants under the Golar Partners Operating credit facility require us to maintain as of the end of each
quarterly period during and as of the end of each fiscal year:
•
•
•
•
free liquid assets of at least $30 million from July 1,2014 until the maturity date;
a minimum EBITDA to debt service ratio of 1.15:1;
a maximum net debt to EBITDA ratio of 6.5:1; and
a consolidated net worth of $123.95 million.
Golar Freeze Facility
In June 2010, Golar Freeze Holding Co., a subsidiary of Golar, entered into a $125 million credit agreement with a
syndicate of banks, led by DnB NOR Bank ASA as security agent, to refinance conversion costs of the Golar Freeze (or the
Golar Freeze facility). The loan is secured against the Golar Freeze. In connection with our acquisition of the Golar Freeze,
we assumed all obligations under the Golar Freeze facility.
The Golar Freeze facility bears interest at a floating rate of LIBOR plus a margin of 3% and the additional cost (as
defined in the facility), if any. The facility is split into two tranches, the commercial loan facility and the Exportfinans ASA
loan facility. Exportfinans ASA acted as a lender with a guarantee from Garanti-institute for Eksportkredit (or GIEK). The
Exportfinans ASA loan facility tranche is for $50 million with a term of eight years and repayable in equal quarterly installments
with the final payment upon maturity in June 2018. This tranche is required to be repaid if the commercial tranche is not
refinanced. The Commercial Loan facility tranche was to mature in May 2015. Repayments under the commercial loan facility
tranche are due quarterly based on an annuity profile with a final balloon payment of $34.8 million payable in May 2015. As
of December 31, 2014, the value of the deposit secured against the loan was $10.0 million.
In April 2015, we obtained a signed term sheet from certain lenders to refinance the commercial loan tranche of the
Golar Freeze credit facility. The entry into the new credit agreement to refinance this facility is subject to the negotiation and
execution of a definitive credit agreement and the satisfaction of certain conditions ordinarily contained in these types of credit
agreements. We cannot assure you that such proposed new credit agreement will be executed or that it will become effective
prior to the maturity date of the commercial loan tranche of the Golar Freeze facility. (See the "Golar Maria facility" above).
We expect that the maturity date of the new facility will be June 2018. We therefore classified the $34.8 million outstanding
amount under the commercial loan tranche under the Golar Freeze credit facility under long term debt in our consolidated balance
sheet. The proposed new facility will require certain cash balances to be held on deposit during the period of the loan.
As of December 31, 2014, there was $59.1 million of borrowings outstanding under the Golar Freeze facility.
Under the Golar Freeze facility, we are obligated to comply with certain restrictive covenants that will require the prior
written consent of the lenders or otherwise restrict our ability to, among other things:
• merge or consolidate with any other person;
• make certain capital expenditures;
•
•
•
•
•
•
pay distributions;
terminate or materially amend the Golar Freeze charter or release the charterer from any obligations under such
charter;
enter into any other line of business other than the ownership, operation and chartering of the Golar Freeze;
acquire or own certain additional assets;
enter into any sale and leaseback transactions;
enter into any transaction with our affiliates.
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In addition, we are required under the existing Golar Freeze facility to, among other things, comply with the ISM Code
and the ISPS Code and with all international and local environmental laws and to maintain certain levels of insurance on the
Golar Freeze and maintain its name, registration under the laws of its flag state and class certifications with no material overdue
recommendations.
The Golar Freeze facility prohibits us from paying distributions to our unitholders if we are not in compliance with
certain financial covenants or upon the occurrence of an event of default. The financial covenants under the Golar Freeze facility
require us to ensure that as of the end of each quarterly period during and as of the end of each financial year, the ratio of
charterhire to consolidated debt service is equal to 1.15:1.
NR Satu Facility
In December 2012, PTGI, the company that owns and operates the NR Satu, entered into a 7 year, $175.0 million
secured loan facility (or the NR Satu facility). The NR Satu facility is split into two tranches, a $155 million term loan facility
and a $20 million revolving facility. The facility is with a syndicate of banks and bears interest at LIBOR plus a margin of 3.5%.
We drew down $155 million on the term loan facility in December 2012. The loan is payable on a quarterly basis with a final
balloon payment of $52.5 million payable in March 2020. As of December 31, 2014, we had an undrawn balance of $20 million
available to us under the revolving facility. The NR Satu facility requires certain cash balances to be held on deposit during the
period of the loan. These balances are referred to in these consolidated financial statements as restricted cash. As of December
31, 2014, the value of the deposit secured against the loan was $10.2 million.
Under the NR Satu facility, we are obligated to comply with certain restrictive covenants that will require the prior
written consent of the lenders or otherwise restrict our ability to, among other things:
•
•
•
•
enter into mergers, de-mergers, consolidation or corporate reconstruction;
pay distributions;
terminate or materially amend the NR Satu charter or release the charterer from any obligations under such charter;
change the general nature of our business;
• modification of the structure, type or performance characteristics of the NR Satu including the mooring system;
•
•
•
acquire or own certain additional assets;
enter into any sale transactions in respect of the NR Satu including the mooring system; and
enter into any transaction with our affiliates.
In addition, we are required under the NR Satu facility to, among other things, comply with the ISM Code and the ISPS
Code and with all international and local environmental laws and to maintain certain levels of insurance on the NR Satu (including
the mooring system), maintain all licenses necessary for ownership and operation of the NR Satu, including the mooring system,
in Indonesia and maintain its name, registration under the laws of its flag state and class certifications with no material overdue
recommendations.
The NR Satu facility prohibits us from paying distributions to our unitholders if we are not in compliance with certain
financial covenants or upon the occurrence of an event of default. The financial covenants under the NR Satu facility require
us to ensure that as of the end of each quarterly period during and as of the end of each fiscal year, the debt service coverage
ratio of PTGI is not less than 1.10:1. In addition, it requires us to ensure that the aggregate value of our free liquid assets is not
less than $30 million, and net debt is not less than 6.5 times EBITDA.
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Golar Eskimo Vendor Loan
We financed a portion of the cash purchase price of the Golar Eskimo with the proceeds of a $220.0 million unsecured
non-amortizing loan to us from Golar entered into in January 2015 (or the Golar Eskimo Vendor Loan) that will require repayment
within two years (with a prepayment incentive fee of up to 1.0% of the loan amount) and bear interest at a blended rate equal
to three-month LIBOR plus a margin of 2.84%.
Sponsor Credit Facility
In connection with our IPO, we entered into a $20.0 million revolving credit facility (or the sponsor credit facility)
with Golar, to be used to fund our working capital requirements. The facility is interest-free and unsecured and matures in June
2015. As of December 31, 2014, we have an outstanding balance of $20 million under the facility. The sponsor credit facility
contains covenants that require us to, among other things:
•
•
notify Golar of any event which constitutes or may constitute an event of default or which may adversely affect
our ability to perform our obligations under the credit facility; and
provide Golar with information in respect of our business and financial status as Golar may reasonably require
including, but not limited to, copies of our unaudited quarterly financial statements and our audited annual financial
statements.
Capital Lease Obligation. As of December 31, 2014, we are committed to make minimum rental payments under our
remaining capital lease, as follows:
Year ending December 31,
(in thousands)
2015
2016
2017
2018
2019
2020 and thereafter
Total minimum lease payments
Less: Imputed interest
Present value of minimum lease payments
Methane
Princess Lease
$
$
7,579
7,866
8,163
8,489
8,814
163,895
204,806
(53,809)
150,997
Methane Princess Lease. In August 2003, Golar entered into a lease arrangement (or the Methane Princess lease) with
a U.K. bank (or the Methane Princess lessor). Our obligation to the Methane Princess lessor is primarily secured by a letter of
credit, which is itself secured by a cash deposit which since June 2008 has been placed with the Methane Princess Lessor. Lease
rentals are payable quarterly. At the end of each quarter the required value of the letter of credit to secure the present value of
rentals due under the Methane Princess lease is recalculated taking into account the rental payment due at the end of the quarter.
The surplus funds in the cash deposits securing the letter of credit, released as a result of the reduction in the required letter of
credit amount are available to pay the lease rentals due at the end of the same quarter. Deficits, if any, are financed by working
capital.
The lease liability under the Methane Princess lease continues to increase until 2018 and thereafter decreases over the
period to 2034, being the primary term of the lease. The value of the deposit used to obtain a letter of credit to secure the Methane
Princess lease as of December 31, 2014 was $142.5 million.
For the Methane Princess lease, lease rentals include an interest element that is accrued at a rate based upon GBP
LIBOR. We receive interest income on our restricted cash deposits at a rate based upon GBP LIBOR. This lease is therefore
denominated in GBP. The majority of this GBP capital lease obligation is hedged by GBP cash deposits securing the lease
obligation. The movement in the currency exchange rate between the U.S. Dollar and the GBP will affect our results.
In the event of any adverse tax changes to legislation affecting the tax treatment of the lease for the U.K. vessel lessor
or a successful challenge by the U.K. Revenue authorities to the tax assumptions on which the transactions were based, or in
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the event that we terminate our remaining U.K. tax lease before its expiration, we would be required to return all or a portion
of, or in certain circumstances significantly more than, the upfront cash benefits that we have received or that have accrued over
time, together with the fees that were financed in connection with our lease financing transaction, post additional security or
make additional payments to our lessor which would increase the obligations noted above. The Lessor of the Methane Princess
has a second priority security interest in the Methane Princess and the Golar Spirit to secure these potential obligations and
similar obligations related to other Golar vessels. Golar has agreed to indemnify us against any of these increased costs and
obligations.
Debt and Lease Restrictions
Our existing debt and lease agreements impose operating and financing restrictions on us and our subsidiaries and
these are discussed under each of the debt facilities and lease agreement above.
In addition, our lenders and lessors may accelerate the maturity of indebtedness under our financing agreements and
foreclose upon the collateral securing the indebtedness upon the occurrence of certain events of default, including our failure
to comply with any of the covenants contained in our financing agreements. Various debt and lease agreements contain covenants
that require compliance with certain financial ratios. Such ratios include equity ratios, working capital ratios and earnings to
net debt ratio covenants, debt service coverage ratios, minimum net worth covenants, minimum value clauses and minimum
cash and cash equivalent restrictions in respect of our subsidiaries and us. In addition, there are cross default provisions in most
of our and Golar's loan and lease agreements.
In April 2013, we received waivers relating to the requirement under the Golar LNG Partners credit facility and the
Golar Freeze facility relating to change of control over the Partnership. Following the grant of such waivers, in order to
permanently resolve this issue, our loan facilities affected by Golar's loss of control over the Partnership were amended in June
2013. As of December 31, 2014, we were in compliance with all covenants under our existing debt and lease agreements.
In addition to mortgage security, some of our debt is also collateralized through pledges of equity shares by our guarantor
subsidiaries.
Derivatives
We use financial instruments to reduce the risk associated with fluctuations in interest rates and foreign currency
exchange rates. We have a portfolio of interest rate swaps that exchange or swap floating rate interest to fixed rates, which from
a financial perspective, hedges our obligations to make payments based on floating interest rates. As of December 31, 2014,
we had interest rate swaps with a notional outstanding value of approximately $1,046.3 million (including swaps with a notional
value of $227.2 million in connection with our high-yield bonds but excluding $100 million of forward starting swaps)
representing approximately 101% of total debt and capital lease obligations, net of restricted cash. Our swap agreements have
expiration dates between 2015 and 2020 and have fixed rates of between 0.92% and 6.49%.
All interest and principal payments on the high-yield bonds were swapped into U.S. dollars.
We enter into foreign currency forward contracts in order to manage our exposure to the risk of movements in foreign
currency exchange rate fluctuations. We also receive some of the revenue in respect of the Golar Spirit and Golar Winter charters
in Brazilian Reals. We are affected by foreign currency fluctuations primarily through our FSRU projects, expenditures in
respect of our ships drydocking, some operating expenses including the effect of paying the majority of our seafaring officers
in Euros and some of our administrative costs. The currencies which impact us the most include, but are not limited to, Euro,
Norwegian Kroner, Singapore Dollars, Indonesian Rupiah and, to a lesser extent, GBP.
Please read Note 24 to our audited consolidated and combined carved out financial statements included elsewhere in
this Annual Report.
Capital Commitments
Possible Acquisitions of Other Vessels
Although we do not currently have in place any agreements relating to acquisitions of vessels, we assess potential
acquisition opportunities on a regular basis. Pursuant to our omnibus agreement with Golar, we will have the opportunity to
purchase additional LNG carriers and FSRUs in the future from Golar when those vessels are fixed under charters of five or
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more years upon their expiration of their current charters. Subject to the terms of our loan agreements, we could elect to fund
any future acquisitions with equity or debt or cash on hand or a combination of these forms of consideration. Any debt incurred
for this purpose could make us more leveraged and subject us to additional operational or financial covenants.
Drydocking
From now through to December 31, 2019, seven of the vessels in our current fleet will undergo their scheduled
drydockings. We estimate that we will spend in total approximately $50 million for drydocking and classification surveys on
these vessels with approximately $30 million expected to be incurred in 2018.
We reserve a portion of cash generated from our operations to meet the costs of future drydockings. As our fleet matures
and expands, our drydocking expenses will likely increase. Ongoing costs for compliance with environmental regulations are
primarily included as part of our drydocking and society classification survey costs or are a component of our operating expenses.
We are not aware of any regulatory changes or environmental liabilities that we anticipate will have a material impact on our
current or future operations.
Critical Accounting Policies
The preparation of our consolidated and combined 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 contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. The following is a discussion of the accounting policies applied by us that are considered to involve a higher degree of
judgment in their application. Please read Note 2 (Summary of Significant Accounting Policies) of our consolidated and
combined financial statements included elsewhere in this Annual Report.
Revenue Recognition
Our revenues include minimum lease payments under time charters, fees for repositioning vessels as well as the
reimbursement of certain vessel operating and drydocking costs. We record revenues generated from time charters, which we
classify as operating leases, over the term of the charter as service is provided.
We recognize the reimbursement for drydocking costs evenly over the period to the next drydocking, which is generally
between two to five years. We recognize repositioning fees (which are included in time charter revenue) received in respect of
time charters at the end of the charter when the fee becomes fixed and determinable. However, where there is a fixed amount
specified in the charter, which is not dependent upon redelivery location, we will recognize the fee evenly over the term of the
charter. Where a vessel undertakes multiple single voyage time charters, revenue is recognized, including the repositioning fee
if fixed and determinable, on a discharge-to-discharge basis. Under this basis, revenue is recognized evenly over the period
from departure of the vessel from its last discharge port to departure from the next discharge port.
Time Charters
We account for time charters of vessels to our customers as operating leases and record the customers’ lease payments
as time charter revenues. We evaluate each contract to determine whether or not the time charter should be treated as an operating
or capital lease, which involves estimates about our vessels’ remaining economic useful lives, the fair value of our vessels, the
likelihood of a lessee renewal or extension, incremental borrowing rates and other factors.
Our estimate of the remaining economic useful lives of our vessels is based on the common life expectancy applied to
similar vessels in the FSRU and LNG shipping industries. The fair value of our vessels is derived from our estimate of expected
present value, and is also benchmarked against open market values considering the point of view of a potential buyer. The
likelihood of a lessee renewal or extension is based on current and projected demand and prices for similar vessels, which is
based on our knowledge of trends in the industry, historic experience with customers in addition to knowledge of our customers’
requirements. The incremental borrowing rate we use to discount expected lease payments and time charter revenues are based
on the rates at the time of entering into the agreement.
A change in our estimates might impact the evaluation of our time charters, and require that we classify our time charters
as capital leases, which would include recording an asset similar to a loan receivable and removing the vessel from our balance
sheet. The lease payments to us would reflect a declining revenue stream to take into account our interest carrying costs, which
would impact the timing of our revenue stream.
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Depreciation and Amortization - Useful lives
Depreciation and amortization expense, or the periodic cost charged to our income for the reduction in usefulness and
long-term value of our ships, is related to the number of vessels we own or operate under long-term capital leases. We depreciate
the cost of our owned vessels, less their estimated residual value, and amortize the amount of our capital lease assets over their
estimated economic useful lives, on a straight-line basis, which we estimate at the start of 2015 to be approximately an average
of 18 years for all nine vessels in our fleet (includes the effect of the Golar Igloo, which was acquired in March 2014, but
excludes the effect of the Golar Eskimo acquired in January 2015). The economic life for LNG carriers operated worldwide
has generally been estimated to be 40 years. However, the Golar Spirit, the Golar Freeze and the NR Satu have been converted
into FSRUs and have been moored in sheltered waters where fatigue loads on their hulls are significantly reduced compared to
loads borne in connection with operation in a worldwide trade pattern. We believe that these factors support our estimate that
the Golar Spirit, the Golar Freeze and the NR Satu will remain operational until they are 50 years old and will therefore have
remaining useful economic lives of approximately 20 years each at the time their conversion into FSRUs were completed. We
amortize our deferred drydocking costs over two to five years based on each vessel’s next anticipated drydocking.
Vessels and Impairment
Our vessels are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. In assessing the recoverability of our vessels’ carrying amounts, we must make assumptions regarding
estimated future cash flows and estimates in respect of residual or scrap value. We estimate those future cash flows based on
the existing service potential of our vessels. In the event of an impairment trigger, we follow a traditional present value approach,
whereby a single set of future cash flows is estimated. If the carrying value of a vessel were to exceed the undiscounted future
cash flows, we would write the vessel down to its fair value, which is calculated by using a risk-adjusted rate of interest.
As of December 31, 2014, we performed an impairment test on certain vessels, as a trigger event was identified. With
reference to undiscounted future cash flows based on the existing service potential of the vessels and the associated long term
charters, no impairment was identified.
During the past few years, the market values of certain vessels in the worldwide fleet have experienced particular
volatility, with substantial declines in many vessel classes. There is a future risk that the sale value of certain of our vessels
could decline below those vessels’ carrying value, even though we would not impair those vessels’ carrying value under our
impairment accounting policy, due to our belief that future undiscounted cash flows expected to be earned by such vessels over
their operating lives would exceed such vessels’ carrying amounts.
With respect to ascertaining the fair market value of our owned vessels, we believe that the LNG carrier and FSRU
markets are illiquid, difficult to observe and therefore judgmental. Our valuation approach is to make an estimate of future net
cash flows, with particular respect to cash flows derived from pre-existing contracts with counterparties. The principal
assumptions we have used are:
• Cash flows are assumed to be in line with pre-existing contracts and are utilized based on historical performance
levels;
•
•
For our LNG carriers, once the initial contract period expires, we have estimated cash flows at the lower of our
estimated current long-term charter rate or option renewal rate with the existing counterparty;
For our FSRUs, once the initial contract period expires, we have estimated cash flows at the existing contract
option renewal rate, given the lack of pricing transparency in the market as a whole;
• We have used a discount rate applied to future cash flows equivalent to our estimated incremental borrowing rate,
assuming 10 year interest swap rates plus a market risk premium; and
• We have made certain assumptions in relation to the scrap values of our vessels at the end of their useful lives of
40-55 years.
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While we intend to hold and operate our vessels, were we to hold them for sale, we do not believe that the fair market
value of any of our owned vessels would be lower than their respective historical book values presented as of December 31,
2014. Our estimates of fair market values assume that we would sell each of our owned vessels in the current environment, on
industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where
the buyer is not under any compulsion to buy. For purposes of this calculation, we have assumed that each owned vessel would
be sold at a price that reflects our estimate of its current fair market value. However, we are not holding any of our vessels for
sale. Our estimates of fair market values assume that our vessels are all in good and seaworthy condition without need for repair
and if inspected would be certified in class without notations of any kind. As we obtain information from various sources of
objective data and internal assumptions, our estimates of fair market value are inherently uncertain. In addition, vessel values
are highly volatile; as such, our estimates may not be indicative of the current or future fair market value of our vessels or prices
that we could achieve if we were to sell them.
Valuation of Derivative Financial Instruments
Our risk management policies permit the use of derivative financial instruments to manage foreign currency fluctuation
and interest rate. Changes in fair value of derivative financial instruments that are not designated as cash flow hedges for
accounting purposes are recognized in earnings in the consolidated statement of income (loss). Changes in fair value of derivative
financial instruments that are designated as cash flow hedges for accounting purposes are recorded in other comprehensive
income (loss) and are reclassified to earnings in the consolidated statement of income (loss) when the hedged transaction is
reflected in earnings. Ineffective portions of the hedges are recognized in earnings as they occur. During the life of the hedge,
we formally assess whether each derivative designated as a hedging instrument continues to be highly effective in offsetting
changes in the fair value or cash flows of hedged items. If it is determined that a hedge has ceased to be highly effective, we
will discontinue hedge accounting prospectively.
The fair value of our derivative financial instruments is the estimated amount that we would receive or pay to terminate
the agreements in an arm’s length transaction under normal business conditions at the reporting date, taking into account current
interest rates and foreign exchange rates, and estimates of the current credit worthiness of both us and the swap counterparty.
Inputs used to determine the fair value of our derivative instruments are observable either directly or indirectly in active markets.
The process of determining credit worthiness is highly subjective and requires significant judgment at many points during the
analysis.
If our estimates of fair value are inaccurate, this could result in a material adjustment to the carrying amount of derivative
asset or liability and consequently the change in fair value for the applicable period that would have been recognized in earnings
or comprehensive income.
Please see Note 24 to our audited consolidated and combined carved out financial statements included elsewhere in
this Annual Report.
Business combinations
Business combinations are accounted for under the acquisition method. On acquisition, the identifiable assets, liabilities
and contingent liabilities are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over
the fair values of the identifiable net assets acquired is recognized as goodwill. Any deficiency of the cost of acquisition below
the fair values of the identifiable net assets acquired (i.e. bargain purchase) is credited to the statement of operations in the period
of acquisition. The consideration transferred for an acquisition is measured at fair value of the consideration given. Acquisition
related costs are expensed as incurred. The results of subsidiary undertakings are included from the date of acquisition.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, the acquisition is recorded based on provisional amounts. During the measurement period, we will
retrospectively adjust the provisional amounts recognized at the acquisition date reflecting new information obtained about facts
and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts
recognized as of that date. However, the measurement period does not exceed one year from the acquisition date.
During the measurement period, we recognize adjustments to the provisional amounts as if the accounting for the
business combination had been completed at the acquisition date and we revise comparative information for prior periods
presented in financial statements as needed, including making any change in depreciation, amortization, or other income effects
recognized in completing the initial accounting.
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Recently Issued Accounting Standards
Adoption of new accounting standards
In February 2013, the Financial Accounting Standards Board ("FASB") issued guidance for the recognition,
measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of
the obligation is fixed at the reporting date, including debt arrangements, other contractual obligations and settled litigation and
judicial rulings. The guidance requires an entity to measure obligations resulting from joint and several liability arrangements
for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of (a) the
amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount
the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and
amount of the obligation as well as other information about those obligations. The amendments are effective for fiscal years,
and interim periods within those years, beginning after December 15, 2013. The amendment did not have a material impact on
our consolidated financial statements.
In February 2013, further guidance was provided relating to the reporting of the effects on net income of significant
amounts reclassified out of each component of accumulated other comprehensive income. Under the updated guidance, the
effects on net income of significant amounts reclassified out of each component of accumulated other comprehensive income
shall be shown, in one location, either on the face of the statement where net income is presented or as a separate disclosure in
the notes to the financial statements. The amendment resulted in additional disclosures in our consolidated and combined carve-
out statement of comprehensive income.
In July 2013, the FASB issued guidance for the presentation of an unrecognized tax benefit when a net operating loss
carryforward, a similar tax loss, or a tax credit carryforward exists to provide guidance on the presentation of unrecognized tax
benefits. The guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in
the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax
credit carryforward, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available
at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from
the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity
does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial
statements as a liability and should not be combined with deferred tax assets. The amendments are effective for fiscal years,
and interim periods within those years, beginning after December 15, 2013. The amendment did not have a material impact on
our consolidated financial statements.
In July 2013, the FASB amended ASC Topic 815 permitting the Fed Funds Effective Swap Rate to be used as a U.S.
benchmark interest rate for hedge accounting purposes, in addition to U.S. Treasury interest rates and the London Interbank
Offered Rate. The amendments also remove the restriction on using different benchmark rates for similar hedges. The amendments
shall be applied prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013.
We did not enter into any qualifying new or redesignated hedging relationships after July 17, 2013 up to the date of these
consolidated financial statements and the adoption of this guidance did not have a material effect in our consolidated financial
statements.
Accounting pronouncements to be adopted
In January 2014, the FASB issued guidance for derivatives and hedging, accounting for certain receive-variable, pay-
fixed interest rate swaps - simplified hedge accounting approach. The guidance permits companies to recognize swaps at their
settlement value rather than their fair value and to complete formal hedge documentation by the date on which the company’s
annual financial statements are available to be issued. Companies can adopt the guidance using a modified retrospective approach
or a full retrospective approach. The guidance is effective for annual periods beginning after 15 December 2014 and interim
periods within annual periods beginning after December 15, 2015. Early adoption is permitted for any annual or interim period
for which the entity’s financial statements have not yet been made available for issuance. Entities may elect the simplified hedge
accounting approach for qualifying swaps existing at the date of adoption and new swaps. We are assessing what impact, if
any, the adoption of this guidance will have on our consolidated financial position, results of operations and cash flows.
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In April 2014, the FASB issued guidance that amends the definition of a discontinued operation and requires entities
to provide additional disclosures about disposal transactions. The revised guidance will change how entities identify and disclose
information about disposal transactions. The guidance is effective prospectively for all disposals (except disposals classified as
held for sale before the adoption date) or components initially classified as held for sale in periods beginning on or after December
15, 2014, with early adoption permitted. Under the revised standard, a discontinued operation is defined as, (i) a component of
an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for
sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (ii) an
acquired business or nonprofit activity (the entity to be sold) that is classified as held for sale on the date of the acquisition. We
are assessing what impact, if any, the adoption of this guidance will have on our consolidated financial position, results of
operations and cash flows.
In May 2014, the FASB issued guidance that will supersede virtually all of the existing revenue recognition guidance.
The standard is intended to increase comparability across industries and jurisdictions. The single, global revenue recognition
model applies to most contracts with customers. Leases, insurance contracts, financial instruments, guarantees and certain non-
monetary transactions are excluded from the scope of the guidance. Revenue will be recognized in a manner that depicts the
transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled,
subject to certain limitations. The guidance is effective for annual periods beginning after December 15, 2016, and interim
periods within those annual periods. Early adoption is prohibited for companies applying US GAAP. We are assessing what
impact, if any, the adoption of this guidance will have on our consolidated financial position, results of operations and cash
flows.
In August 2014, the FASB issued guidance for presentation of financial statement - going concern. The amendments in
this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about
an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or available
to be issued and to provide related footnote disclosures. The amendments are effective for the annual period ending after
December 15, 2016, and for annual periods and interim period thereafter. We are assessing what impact, if any, the adoption of
this guidance will have on our consolidated financial position, results of operations and cash flows.
C. Research and Development
Not applicable.
D. Trend Information
Please see the section of Item 5 entitled “Market Overview and Trends.”
E. Off-Balance Sheet Arrangements
At December 31, 2014, we do not have any off balance-sheet arrangements.
F. Tabular Disclosure of Contractual Obligations
Contractual Obligations
The following table sets forth our contractual obligations for the periods indicated as of December 31, 2014:
Total
Obligation
Due in
2015
Due in
2016—2017
Due in
2018—2019
Due
Thereafter
(in millions)
Long-term debt
$
1,052.5
$
144.2
$
350.4
$
438.0
$
119.9
Interest commitments on long-term debt - floating
and other interest rate swaps (1)(2)
Capital lease obligations
Interest commitments on capital lease obligations (1)(3)
Total
__________________________________________
192.3
151.0
53.9
51.8
(0.3)
7.9
88.8
0.2
15.8
39.5
1.7
15.6
$
1,449.7
$
203.6
$
455.2
$
494.8
$
12.2
149.4
14.6
296.1
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(1) Our interest commitment on our long-term debt is calculated based on an assumed average USD LIBOR of 1.79% and taking
into account our various margin rates and interest rate swaps associated with each debt. Our interest commitment on our
capital lease obligations is calculated on an assumed average GBP LIBOR of 4.8%.
(2) As of December 31, 2014, we are over-hedged as our notional value of interest rate swap arrangements is greater than the
principal of our debt, lease and net capital lease obligation. This was due to our entry into a number of swaps back in 2013
to replace those swaps which were anticipated to mature soon.
(3) In the event of any adverse tax rate changes or rulings our lease obligation could increase significantly (please read the
discussion above under “—Liquidity and Capital Resources—Borrowing Activities—Capital Lease Obligations”). However,
Golar has agreed to indemnify us against any such increase.
(4) Our consolidated balance sheet as of December 31, 2014 includes $17.3 million classified as “Other long-term liabilities”
which represents deferred credits. These liabilities have been excluded from the above table as the timing and/or the amount
of any cash payment is uncertain.
(5) In December 2014, we entered into a commitment to acquire the ownership interests in the companies that will own and
operate the Golar Eskimo FSRU, from Golar for an aggregate purchase price of approximately $390.0 million. The acquisition
was subsequently completed on January 20, 2015. We financed the purchase price with cash on hand of $7.2 million, the
proceeds of a $220.0 million vendor financing loan from Golar and the assumption of outstanding bank debt in respect of
the Golar Eskimo on the closing date of the acquisition of $162.8 million.
G. Safe Harbor
See “Cautionary Statement Regarding Forward-Looking Statements.”
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
Directors
The following provides information about each of our directors as of April 29, 2015. The business address for these
individuals is 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 08, Bermuda.
Name
Tor Olav Trøim
Doug Arnell
Kate Blankenship
Paul Leand Jr.
Carl Steen
Alf Thorkildsen
Andrew Whalley
Age
52
49
50
48
64
58
48
Position
Chairman of the Board of Directors
Director
Director and Audit Committee Member
Director and Conflicts Committee Member
Director, Audit Committee Member and Conflicts Committee Member
Director, Audit Committee Member and Conflicts Committee Member
Director and Company Secretary
Tor Olav Trøim has served as our director and chairman of our board of directors since January 2009. He has served as
a director of Golar since September 2011, having previously served as a director and vice-president of Golar from its incorporation
in May 2001 until October 2009, after which time he served as a director and Chairman of the Company’s listed subsidiary, Golar
LNG Energy Limited. Mr Troim was Vice President and a director of Seadrill Limited between 2005 and 2014. Additionally
between 1995 and 2014 he also served, at various times, as a director of a number of related public companies including Frontline
Limited, Golden Ocean Group Limited, Archer Limited as well as Seatankers Management Limited. Prior to 1995 he served as
an Equity Portfolio Manager with Storebrand ASA and Chief Executive Officer for the Norwegian Oil Company DNO AS. Mr.
Trøim graduated as M.Sc Naval Architect from the University of Trondheim, Norway in 1985.
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Doug Arnell was appointed to our board of directors in January 2015 following his resignation as Chief Executive Officer
of Golar Management Limited. Mr. Arnell joined Golar Management as Chief Commercial Officer & Deputy Chief Executive
Officer in September 2010 and became Chief Executive Officer of Golar Management in February 2011. He previously worked
for BG Group since 2003 in leadership roles in the areas of LNG, downstream natural gas marketing and upstream exploration
and development. Prior to that, he held positions of Managing Director for El Paso's European natural gas division and Senior
Business Development Director for Enron International's LNG business. In total, Doug has worked in the global natural gas
industry for over 22 years.
Kate Blankenship has served on our board of directors since her appointment in September 2007. Ms. Blankenship has
served as a director of Golar since July 2003. Ms. Blankenship also served as Company Secretary of Golar from its inception in
2001 until November 2005. Ms. Blankenship has also been a director of Frontline since August 2003 and served as Chief
Accounting Officer and Secretary of Frontline from 1994 and October 2005. Ms. Blankenship has served as a director of Ship
Finance International Limited since July 2003, Seadrill since May 2005, Golden Ocean Group Limited since November 2004,
Archer Limited since August 2007, Seadrill Partners since June 2012 and Avance Gas Holdings Ltd since October 2013. She is
a member of the Institute of Chartered Accountants in England and Wales.
Paul Leand Jr. has served on our board of directors since his appointment in March 2011. Mr. Leand has been a Director
of NYSE-listed Ship Finance since 2003. Mr. Leand has served as the Chief Executive Officer and Director of AMA Capital
Partners LLC, or AMA, an investment bank specializing in the maritime industry since 2004. From 1989 to 1998, Mr. Leand
served at the First National Bank of Maryland where he managed its Railroad Division and its International Maritime Division.
He has worked extensively in the U.S. capital markets in connection with AMA’s restructuring and mergers and acquisitions
practices. Mr. Leand serves as a member of American Marine Credit LLC’s Credit Committee and served as a member of the
Investment Committee of AMA Shipping Fund I, a private equity fund formed and managed by AMA. Mr. Leand holds a BS/BA
from Boston University’s School of Management and is a director of publicly listed SEA CO LTD and privately held Helm Financial
Corporation and GE SEACO SRL.
Carl Steen has served on our board of directors since his appointment in August 2012. Mr. Steen initially graduated in
1975 from ETH Zurich Switzerland with an M.Sc. in Industrial and Management Engineering. After working for a number of
high profile companies, Mr. Steen joined Nordea Bank from January 2001 to February 2011 as head of the bank's Shipping, Oil
Services & International Division. Mr. Steen served on the board of directors of Seadrill from February 2011 until October 2014.
Currently, Mr. Steen holds directorship positions in various Norwegian companies including Wilhelm Wilhelmsen Holding ASA
and RS Platou ASA.
Alf Thorkildsen was appointed to our board of directors in February 2015. Mr. Thorkildsen is currently a senior partner
with Hitecvision which he joined in 2013, from the position as Chief Executive Officer of Seadrill. During his tenure, Seadrill
grew to become the world's largest driller by market capitalisation and enterprise value. Mr. Thorkildsen joined Seadrill in 2006
as CFO. Prior to this, he was the CFO of Smedvig ASA, a leading Norwegian drilling company, which was acquired by Seadrill
in 2006. Mr. Thorkildsen started his career in 1980 in Larsen and Hagen Shipping and worked thereafter for 20 years in Shell in
numerous senior positions.
Andrew Whalley was appointed to our board of directors in February 2015. Mr. Whalley is a Bermudian lawyer called
to the Bar in 1995. He has experience in aviation and shipping law, as well as general corporate matters. He is currently of counsel
to Alexanders, a Bermuda law firm and is also an independent consultant providing legal and corporate secretarial services. Mr.
Whalley is a Director and Co-Founder of Provenance Information Assurance Limited, a company involved in the development
of software for the legalization of documents.
Executive Officers
Other than our secretary, we currently do not have any executive officers and rely on the executive officers and directors
of Golar Management who perform executive officer services for our benefit pursuant to the management and administrative
services agreement and who are responsible for our day-to-day management subject to the direction of our board of directors.
Golar Management also provides certain commercial and technical management services to our fleet. The following provides
information about each of the executive officers of Golar Management who perform executive officer services for us and who are
not also members of our board of directors as of April 29, 2015. The business address for our executive officers is 2nd Floor, S.E.
Pearman Building, 9 Par-la-Ville Road, Hamilton HM 08, Bermuda.
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Name
Graham Robjohns
Oistein Dahl
Brian Tienzo
Age
Position
50 Principal Executive Officer
54 Chief Operating Officer
41 Principal Financial and Accounting Officer
Graham Robjohns has acted as our Principal Executive Officer since July 2011. From April 2011 to July 2011, Mr
Robjohns served as our Chief Executive Officer and Chief Financial Officer. Mr. Robjohns has also served as Chief Executive
Officer for Seadrill Partners LLC since June 2012. Mr. Robjohns served as the Chief Financial Officer of Golar Management from
November 2005 until June 2011. Mr. Robjohns also served as Chief Executive Officer of Golar LNG Management from November
2009 until July 2011. Mr. Robjohns served as Group Financial Controller of Golar Management from May 2001 to November
2005 and as Chief Accounting Officer of Golar Management from June 2003 until November 2005. He was the Financial Controller
of Osprey Maritime (Europe) Ltd from March 2000 to May 2001. From 1992 to March 2000 he worked for Associated British
Foods Plc. and then Case Technology Ltd (Case), both manufacturing businesses, in various financial management positions and
as a director of Case. Prior to 1992, Mr. Robjohns worked for PricewaterhouseCoopers in their corporation tax department. He
is a member of the Institute of Chartered Accountants in England and Wales.
Oistein Dahl has served as Managing Director of Golar Wilhelmsen Management since September 2011 and as Chief
Operating Officer of Golar Management since April 2012. Prior to September 2011, he worked for the Leif Höegh & Company
Group (roll-on roll-off and LNG vessels). He held various positions within the Höegh Group of companies within vessel
management, newbuilding and projects, as well as business development before becoming President for Höegh Fleet in October
2007, a position he held for four years. Mr. Dahl has also worked within offshore engineering and with the Norwegian Class
Society, DNV. Mr. Dahl has a MSc degree from the NTNU technical university in Trondheim.
Brian Tienzo has acted as our our Principal Financial and Accounting Officer since July 2011. Mr. Tienzo was our
Controller from April 2011 until July 2011. Mr. Tienzo has also served as the Chief Financial Officer of Golar Management since
July 2011 and as the Group Financial Controller of Golar Management since 2008. Mr. Tienzo joined Golar Management in
February 2001 as the Group Management Accountant. From 1995 to 2001 he worked for Z-Cards Europe Limited, Parliamentary
Communications Limited and Interoute Communications Limited in various financial management positions. He is a member of
the Association of Certified Chartered Accountants.
B. Compensation
Reimbursement of Expenses of Our General Partner
Our general partner does not receive compensation from us for any services it provides on our behalf, although it will be
entitled to reimbursement for expenses incurred on our behalf. In addition, we will reimburse Golar Management for expenses
incurred pursuant to the management and administrative services agreement. Please read “Item 7 — Major Unitholders and Related
Party Transactions — Management and Administrative Services Agreement.”
Executive Compensation
We did not pay any compensation to our directors or officers or accrue any obligations with respect to management
incentive or retirement benefits for our directors and officers prior to our initial public offering. Under the management and
administrative services agreement, we reimburse Golar Management for its reasonable costs and expenses incurred in connection
with the provision of executive officer and other administrative services to us. In addition, we pay Golar Management a management
fee equal to 5% of its costs and expenses incurred on our behalf. During the year ended December 31, 2014, we paid Golar
Management $2.9 million in connection with the provision of these services to us.
Golar Management compensates Mr. Robjohns, Mr. Dahl and Mr. Tienzo in accordance with its own compensation
policies and procedures. Officers and employees of affiliates of our general partner may participate in employee benefit plans
and arrangements sponsored by Golar, our general partner or their affiliates, including plans that may be established in the future
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Compensation of Directors
Our officers or officers of Golar who also serve as our directors do not receive additional compensation for their service
as directors but may receive director fees in lieu of other compensation paid by Golar. Each non-management director receives
compensation for attending meetings of our board of directors, as well as committee meetings. In addition, each director is
reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each
director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.
During the year ended December 31, 2014, we paid to our directors aggregate cash compensation of approximately $0.4
million. We do not have a retirement plan for members of our management team or our directors.
C. Board Practices
General
Our partnership agreement provides that our board will consist of seven members, three of whom were appointed by
our general partner in its sole discretion and four of whom were elected by our common unitholders. Directors appointed by our
general partner will serve as directors for terms determined by our general partner. Our current board of directors consists of three
members appointed by our general partner, Kate Blankenship, Tor Olav Trøim and Doug Arnell. Directors elected by our common
unitholders are divided into three classes serving staggered three-year terms. At our annual meeting of unitholders held in September
2014, On September 20, 2014, Ms. Katherine Fredriksen resigned from our board of directors and Mr. Carl E. Steen was elected
as a director, with a term expiring at the 2017 annual meeting of limited partners. In addition, Mr. Doug Arnell (the ex-CEO of
Golar Management Limited), was appointed by our general partner. At our annual meeting of unitholders held in September 2013,
Bart Veldhuizen, was elected as the Class I elected director to serve until our annual meeting of unitholders in 2016. At our annual
meeting of unitholders held in December 2012, Hans Petter Aas and Paul Leand Jr. were elected as our Class III elected directors
to serve until our annual meeting of unitholders in 2015. Following the resignation of Bart Veldhuizen and Hans Petter Aas in
February 2015, pursuant to the provisions of our partnership agreement, the remaining directors elected by our common unitholders
designated Alf Thorkildsen to fill the vacancy created by Bart Veldhuizen, and designated Andrew Whalley to fill the vacancy
created by Hans Petter Aas. Our current board of directors consists of four members elected by our common unitholders, Alf
Thorkildsen, Andrew Whalley, Carl Steen and Paul Leand Jr. At each subsequent annual meeting of unitholders, directors will be
elected to succeed the class of directors whose terms have expired by a plurality of the votes of the common unitholders. Directors
elected by our common unitholders will be nominated by the board of directors or by any limited partner or group of limited
partners that holds at least 10% of the outstanding common units. Our board has determined that Ms. Blankenship, Mr. Leand,
Mr. Steen and Mr. Thorkildsen satisfy the independence standards established by The Nasdaq Stock Market LLC as applicable to
us.
Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, to
preserve our ability to be exempt from U.S. federal income tax under Section 883 of the Code, if at any time, any person or group
owns beneficially more than 4.9% or more of any class of units then 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 unitholders 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. Our general partner, its affiliates and persons who acquired common units
with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their
common units in the election of the elected directors.
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Committees
We have an audit committee that, among other things, reviews our external financial reporting, engages our external
auditors and oversees our internal audit activities and procedures and the adequacy of our internal accounting controls. Our audit
committee is comprised of three directors, Kate Blankenship, Carl Steen and Alf Thorkildsen. Ms. Blankenship qualifies as an
“audit committee expert” for purposes of SEC rules and regulations.
We also have a conflicts committee comprised of two members of our board of directors. The conflicts committee will
be available at the board’s discretion to review specific matters that the board believes may involve conflicts of interest. The
conflicts committee will determine if the resolution of the conflict of interest is fair and reasonable to us. The members of the
conflicts committee may not be officers or employees of us or directors, officers or employees of our general partner or its affiliates,
and must meet the independence standards established by The Nasdaq Stock Market LLC to serve on an audit committee of a
board of directors and certain other requirements. Any matters approved by the conflicts committee will be conclusively deemed
to be fair and reasonable to us, approved by all of our partners, and not a breach by our directors, our general partner or its affiliates
of any duties any of them may owe us or our unitholders. Our conflicts committee is currently comprised of Paul Leand Jr., Carl
Steen and Alf Thokildsen. For additional information about the conflicts committee, please read “Item 7—Conflicts of Interest
and Fiduciary Duties.”
Exemptions from Nasdaq Corporate Governance Rules
Because we qualify as a foreign private issuer under SEC rules, we are permitted to follow the corporate governance
practices of the Marshall Islands (the jurisdiction in which we are organized) in lieu of certain Nasdaq corporate governance
requirements that would otherwise be applicable to us.
Nasdaq rules do not require a listed company that is a foreign private issuer to have a board of directors that is comprised
of a majority of independent directors. Under Marshall Islands law, we are not required to have a board of directors comprised
of a majority of directors meeting the independence standards described in Nasdaq rules. In addition, Nasdaq rules do not require
limited partnerships like us to have board of directors comprised of a majority of independent directors. Accordingly, while our
board is currently comprised of a majority of independent directors, our board of directors may not be comprised of a majority of
independent directors in the future.
Nasdaq rules do not require foreign private issuers like us to establish a compensation committee or a nominating/corporate
governance committee. Similarly, under Marshall Islands law, we are not required to have a compensation committee or a
nominating/corporate governance committee. In addition, Nasdaq rules do not require limited partnerships like us to have a
compensation committee or a nominating/corporate governance committee. Accordingly, we do not have a compensation
committee or a nominating/corporate governance committee.
D. Employees
Employees of Golar Management, including those employees acting as our executive officers, provide services to our
subsidiaries pursuant to the fleet management agreements and the management and administrative services agreement. As of
December 31, 2014, Golar employed (directly and through ship managers) approximately 500 seagoing staff who serve on our
vessels. Golar and its affiliates may employ additional seagoing staff to assist us as we grow. Certain affiliates of Golar, including
Golar Management and Golar Wilhelmsen, provide commercial and technical management services, including all necessary crew-
related services, to our subsidiaries pursuant to the fleet management agreements.
Pursuant to our management agreements, our Manager and certain of its affiliates provide us with all of our employees
(other than our secretary). Our board of directors has the authority to hire other employees as it deems necessary.
E. Unit Ownership
Security Ownership of Certain Beneficial Owners and Management
See Item 7. "Major Unitholders and Related Party Transactions - Major Unitholders."
Item 7. Major Unitholders and Related Party Transactions
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A. Major Unitholders
The following table sets forth the beneficial ownership of our common units and subordinated units as of April 29, 2015
by each person that we know to beneficially own more than 5% of our outstanding common or subordinated units and by our
directors and executive officers as a group. The number of units beneficially owned by each person is determined under SEC
rules and the information is not necessarily indicative of beneficial ownership for any other purpose:
Name of Beneficial Owner
Golar LNG Limited
Kayne Anderson Capital Advisors LP(1)
Oppenheimer Funds, Inc.(2)
Goldman Sachs Asset Management LP(3)
All directors and executive officers as a
group (10 persons)
______________
* Less than 1%
Common Units
Beneficially Owned
Subordinated Units
Beneficially Owned
Percentage of Total
Common and
Subordinated Units
Number
Percent
Number
Percent
Beneficially Owned
3.7% 15,949,831
100%
1,668,096
5,712,442
3,671,275
5,061,082
9.3%
8.0%
11.1%
*
*
—
—
—
—
—
—
—
—
28%
9%
6%
8%
*
(1) Based solely on information contained in a Schedule 13G/A filed on January 14, 2015 by Kayne Anderson Capital Advisors
LP. The address of Kayne Anderson Capital Advisors LP is 1800 Avenue of the Stars, Third Floor, Los Angeles CA 90067.
(2) Based solely on information contained in a Schedule 13G/A filed on February 5, 2015 by Oppenheimer Funds, Inc. The
address of Oppenheimer Funds, Inc. is Two World Financial Center, 225 Liberty Street, New York, NY 10281.
(3) Based solely on information contained in a Schedule 13G/A filed jointly by Goldman Sachs Asset Management LP and GS
Investment Strategies LLC on February 13, 2015. The address for both holders is 200 West Street New York, NY 10282.
B. Related Party Transactions
From time to time we have entered into agreements and have consummated transactions with certain related parties. We
may enter into related party transactions from time to time in the future. In connection with our initial public offering, we established
a conflicts committee, comprised entirely of independent directors, which must approve all proposed material related party
transactions.
Omnibus Agreement
We are subject to an omnibus agreement that we entered into with Golar and certain of its affiliates, our general partner
and certain of our subsidiaries in connection with our IPO. On October 5, 2011, we entered into an amendment to the omnibus
agreement with the other parties thereto. The following discussion describes certain provisions of the omnibus agreement, as
amended.
Noncompetition
Under the omnibus agreement, Golar agreed, and caused its controlled affiliates (other than us, our general partner and
our subsidiaries) to agree, not to acquire, own, operate or charter any FSRU or LNG carrier operating under a charter for five or
more years. We refer to these vessels, together with any related charters, as “Five-Year Vessels” and to all other FSRUs and LNG
carriers, together with any related charters, as “Non-Five-Year Vessels.” The restrictions in this paragraph did not prevent Golar
or any of its controlled affiliates (other than us and our subsidiaries) from:
(1) acquiring, owning, operating or chartering Non-Five-Year Vessels;
(2) acquiring one or more Five-Year Vessels if Golar promptly offers to sell the vessel to us for the acquisition price
plus any administrative costs (including re-flagging and reasonable legal costs) associated with the transfer to us at
the time of the acquisition;
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(3) putting a Non-Five-Year Vessel under charter for five or more years if Golar offers to sell the vessel to us for fair
market value (x) promptly after the time it becomes a Five-Year Vessel and (y) at each renewal or extension of that
charter for five or more years;
(4) acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package
of assets and owning, operating or chartering those vessels; provided, however, that:
(a) if less than a majority of the value of the business or assets acquired is attributable to Five-Year Vessels, as
determined in good faith by Golar’s board of directors, Golar must offer to sell such vessels to us for their
fair market value plus any additional tax or other similar costs that Golar incurs in connection with the
acquisition and the transfer of such vessels to us separate from the acquired business; and
(b) if a majority or more of the value of the business or assets acquired is attributable to Five-Year Vessels, as
determined in good faith by Golar’s board of directors, Golar must notify us of the proposed acquisition in
advance. Not later than 10 days following receipt of such notice, we will notify Golar if we wish to acquire
such vessels in cooperation and simultaneously with Golar acquiring the Non-Five-Year Vessels. If we do
not notify Golar of our intent to pursue the acquisition within 10 days, Golar may proceed with the acquisition
and then offer to sell such vessels to us as provided in (a) above;
(5) acquiring a non-controlling interest in any company, business or pool of assets;
(6) acquiring, owning, operating or chartering any Five-Year Vessel if we do not fulfill our obligation to purchase such
vessel in accordance with the terms of any existing or future agreement;
(7) acquiring, owning, operating or chartering a Five-Year Vessel subject to the offers to us described in paragraphs (2),
(3) and (4) above pending our determination whether to accept such offers and pending the closing of any offers we
accept;
(8) providing ship management services relating to any vessel; or
(9) acquiring, owning, operating or chartering a Five-Year Vessel if we have previously advised Golar that we consent
to such acquisition, operation or charter.
If Golar or any of its controlled affiliates (other than us or our subsidiaries) acquires, owns, operates or charters Five-
Year Vessels pursuant to any of the exceptions described above, it may not subsequently expand that portion of its business other
than pursuant to those exceptions.
In addition, under the omnibus agreement we and our affiliates may not acquire, own, operate or charter Five-Year Vessels
only. The restrictions in this paragraph will not:
(1) prevent us from owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel
while owned by us;
(2) prevent us or any of our subsidiaries from acquiring Non-Five-Year Vessels as part of the acquisition of a controlling
interest in a business or package of assets and owning, operating or chartering those vessels; provided, however,
that:
(a) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels,
as determined in good faith by us, we must offer to sell such vessels to Golar for their fair market value
plus any additional tax or other similar costs that we incur in connection with the acquisition and the transfer
of such vessels to Golar separate from the acquired business; and
(b) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels,
as determined in good faith by us, we must notify Golar of the proposed acquisition in advance. Not later
than 10 days following receipt of such notice, Golar must notify us if it wishes to acquire the Non-Five-
Year Vessels in cooperation and simultaneously with us acquiring the Five-Year Vessels. If Golar does not
notify us of its intent to pursue the acquisition within 10 days, we may proceed with the acquisition and
then offer to sell such vessels to Golar as provided in (a) above;
(3) prevent us or any of our subsidiaries from acquiring, owning, operating or chartering any Non-Five-Year Vessels
subject to the offer to Golar described in paragraph (2) above, pending its determination whether to accept such offer
and pending the closing of any offer it accepts; or
(4) prevent us or any of our subsidiaries from acquiring, owning, operating or chartering Non-Five-Year Vessels if Golar
has previously advised us that it consents to such acquisition, ownership, operation or charter.
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If we or any of our subsidiaries acquires, owns, operates or charters Non-Five-Year Vessels pursuant to any of the
exceptions described above, neither we nor such subsidiary may subsequently expand that portion of our business other than
pursuant to those exceptions.
Upon a change of control of us or our general partner, the noncompetition provisions of the omnibus agreement will
terminate immediately. Upon a change of control of Golar, the noncompetition provisions of the omnibus agreement applicable
to Golar will terminate at the time that is the later of the date of the change of control and the date on which all of our outstanding
subordinated units have been converted to common units.
Under the omnibus agreement, a change of control occurs upon (i) the sale, lease, exchange or other transfer of all or
substantially all assets to another entity, (ii) the consolidation or merger into another entity, and (iii) an entity other than Golar or
its Affiliates becoming the beneficial owner of more than 50% of all outstanding voting stock.
Golar Freeze
Under the omnibus agreement, Golar granted us the right to purchase the Golar Freeze at fair market value at any time
prior to April 13, 2013. In October 2011, we completed the acquisition of the Golar Freeze from Golar for a purchase price of
$330 million. See “-Vessel Acquisitions and Related Transactions.”
NR Satu
Under the omnibus agreement, Golar granted us the right to purchase the NR Satu from Golar at fair market value upon
completion of the vessel’s retrofitting and acceptance by its charterer. In July 2012, we completed the acquisition of the NR Satu
from Golar for a purchase price of $385 million. See “-Vessel Acquisitions and Related Transactions.”
Rights of First Offer on FSRUs and LNG carriers
Under the omnibus agreement, we and our subsidiaries granted to Golar a right of first offer on any proposed sale, transfer
or other disposition of any Five-Year Vessels or Non-Five-Year Vessels owned by us. Under the omnibus agreement, Golar and
its subsidiaries granted a similar right of first offer to us for any Five-Year Vessels they might own. These rights of first offer do
not apply to a (a) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any
current or future charter or other agreement with a charter party or (b) merger with or into, or sale of substantially all of the assets
to, an unaffiliated third-party.
Prior to engaging in any negotiation regarding any vessel disposition with respect to a Five-Year Vessel with a non-
affiliated third-party or any Non-Five-Year Vessel, we or Golar will deliver a written notice to the other relevant party setting forth
the material terms and conditions of the proposed transaction. During the 30-day period after the delivery of such notice, we and
Golar will negotiate in good faith to reach an agreement on the transaction. If we do not reach an agreement within such 30-day
period, we or Golar, as the case may be, will be able within the next 180 calendar days to sell, transfer, dispose or re-charter the
vessel to a third party (or to agree in writing to undertake such transaction with a third party) on terms generally no less favorable
to us or Golar, as the case may be, than those offered pursuant to the written notice.
Upon a change of control of us or our general partner, the right of first offer provisions of the omnibus agreement will
terminate immediately. Upon a change of control of Golar, the right of first offer provisions applicable to Golar under the omnibus
agreement will terminate at the time that is the later of the date of the change of control and the date on which all of our outstanding
subordinated units have converted to common units.
Indemnification
Under the omnibus agreement, Golar agreed to indemnify us for a period of five years after our initial public offering
(and for a period of at least three years after our purchase of the NR Satu, if applicable) against certain environmental and toxic
tort liabilities with respect to the assets contributed or sold to us to the extent arising prior to the time they were contributed or
sold to us. Liabilities resulting from a change in law after the closing of our initial public offering are excluded from the
environmental indemnity. There is an aggregate cap of $5.0 million on the amount of indemnity coverage provided by Golar for
environmental and toxic tort liabilities. No claim may be made unless the aggregate dollar amount of all claims exceeds $500,000,
in which case Golar is liable for claims only to the extent such aggregate amount exceeds $500,000.
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Golar will also indemnify us for liabilities related to:
•
•
•
certain defects in title to the assets contributed or sold to us and any failure to obtain, prior to the time they were
contributed to us, certain consents and permits necessary to conduct our business, which liabilities arise within three
years after the closing of our initial public offering (or, in the case of the NR Satu, within three years after our purchase
of the NR Satu, if applicable);
certain income tax liabilities attributable to the operation of the assets contributed or sold to us prior to the time they
were contributed or sold; and
any liabilities in excess of our scheduled payments under the UK tax lease used to finance the Methane Princess,
including liabilities in connection with termination of such lease.
Amendments
The omnibus agreement may not be amended without the prior approval of the conflicts committee of our board of
directors if the proposed amendment will, in the reasonable discretion of our board of directors, adversely affect holders of our
common units.
Our Management Agreements
Management and Administrative Services Agreement
In connection with our IPO, we entered into a management and administrative services agreement (as amended and
restated, the management and administrative services agreement) with Golar Management, pursuant to which Golar Management
agreed to provide certain commercial, management and administrative support services to us, such as accounting, auditing, legal,
insurance, IT, cash management, clerical, investor relations and other administrative services. In addition, certain officers and
directors of Golar Management are to provide executive officer functions for our benefit. These officers of Golar Management
are responsible for our day-to-day management, subject to the direction of our board of directors. As of July 1, 2011, we and
Golar Management entered into an amended and restated management and administrative services agreement to reflect changes
in the titles of certain of our officers. The material provisions of the amended and restated management and administrative services
agreement, including terms related to our obligations and the obligations of Golar Management to provide us with services, remain
unchanged from those contained in the management and administrative services agreement entered into at the time of our IPO.
The management and administrative services agreement expires in May 2016.
The management and administrative services agreement may be terminated prior to the end of its term by us upon 120 days'
notice for any reason in the sole discretion of our board of directors. For each of the years ended December 31, 2014, 2013 and
2012, the fees under the management and administrative services agreement were $2.9 million, $2.6 million and $2.9 million,
respectively. Golar Management may terminate the management and administrative services agreement upon 120 days notice in
the event of certain circumstances, such as a change of control of us or our general partner, an order to wind up the partnership,
amongst other events. A change of control under the management services agreement means an event in which securities of any
class entitling the holders thereof to elect a majority of the members of the board of directors of the entity are acquired, directly
or indirectly, by a person or group, who did not immediately before such acquisition, own securities of the entity entitling such
person or group to elect such majority.
We reimburse Golar Management for its reasonable costs and expenses incurred in connection with the provision of these
services. In addition, we pay Golar Management a management fee equal to 5% of its costs and expenses incurred in connection
with providing services to us for the month after Golar Management submits to us an invoice for such costs and expenses, together
with any supporting detail that may be reasonably required.
Under the management and administrative services agreement, we agreed to indemnify Golar Management and its
employees and agents against all actions which may be brought against them under the management and administrative services
agreement including, without limitation, all actions brought under the environmental laws of any jurisdiction, and against and in
respect of all costs and expenses they may suffer or incur due to defending or settling such actions; provided, however that such
indemnity excludes any or all losses which may be caused by or due to the fraud, gross negligence or willful misconduct of Golar
Management or its employees or agents.
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Fleet management agreements
Each vessel in our fleet is subject to management agreements, pursuant to which certain commercial and technical
management services are provided by certain affiliates of Golar, principally Golar Management and Golar Wilhelmsen, as described
below. Under these fleet management agreements, our subsidiaries pay fees to, and reimburse the costs and expenses of the vessel
managers as described below.
Golar Management Limited
The vessel owning subsidiaries (or disponent owners of the vessels) have each entered into separate vessel management
agreements directly (or in the case of Golar Mazo, indirectly) with Golar Management to manage the vessels in accordance with
sound and commercial technical ship management practice, so far as practicable, which includes principally:
• Commercial and technical management of the vessel. Managing day-to-day vessel operations, including but not
limited to, seeking, negotiating and administering charter parties with respect to the vessels and receipts of payments
thereunder, ensuring regulatory compliance, arranging for the vetting of vessels, appointing counsel and negotiating
the settlement of all claims in connection with the operation of each vessel, appointing surveyors and technical
consultants as necessary, arranging and supervising of drydockings, repairs, alterations and maintenance of such
vessel and purchasing of stores, spares and lubricating oils, arranging insurance for vessels and providing technical
support;
• Vessel Maintenance and crewing: including supervising the maintenance and general efficiency of vessels, and
ensuring the vessels are in seaworthy condition, provision of competent, suitably qualified crew for each vessel and
arranging transportation for crew.
To carry out the services required pursuant to the vessel management agreements, Golar Management is entitled to engage
the services of sub-managers to carry out its duties.
The aggregate management fees payable under these fleet management agreements for each of the years ended December
31, 2014, 2013 and 2012 was $7.7 million, $6.7 million and $4.2 million, respectively. The vessel management fees are reviewed
annually and revised by mutual agreement of the parties. In addition, pursuant to the vessel management agreements, Golar
Management is to be reimbursed an amount equal to the disbursements and expenses in connection with the provision of the
services contracted under the management agreement.
Vessels
Vessels Management Agreements
Golar Mazo*
Methane Princess
Golar Spirit
Golar Winter
Golar Freeze
NR Satu
Golar Grand
Golar Maria
Golar Igloo
Golar Eskimo
Term
Equal to the Pertamina charter term
Indefinite
Indefinite
Indefinite
Until April 2016
Indefinite
Indefinite
Indefinite
Indefinite
Notice for termination
12 months**
30 days
30 days
30 days
120 days
30 days
30 days
30 days
30 days
30 days
Until December 2015 then indefinite
*The vessel management agreement is between Faraway and Aurora Management Inc. (“Aurora Management”), in which the Partnership has a 90% ownership
interest, but which Aurora Management has indirectly subcontracted to Golar Management.
**The vessel management agreement may be terminated prior to the end of the initial Pertamina charter term in 2017 upon 12 months' notice under certain
circumstances, including but not limited to, loss of ownership of the vessel, loss of the vessel, cease of charter to Pertamina, non-payment of money owed, material
breach of the agreement, bankruptcy or dissolution of either party or the inability to carry out obligations under the agreement due to force majeure.
Technical Management Sub-Agreement with Golar Wilhelmsen
In order to assist with the technical management of each of the vessels in our current fleet, Golar Management has entered
into the BIMCO Standard Ship Management Agreement with Golar Wilhelmsen, as sub-managers, for the operations of our fleet
(the Vessels Sub-Management Agreement). The Vessels Sub-Management Agreement provides that Golar Wilhelmsen must use
its best endeavors to provide the following technical services:
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• Crew Management. Golar Wilhelmsen must provide suitably qualified crew for each vessel and provide for the
management of the crew including, but not limited to, arranging for all transportation of the crew, ensuring the crew
meets all medical requirements of the flag state, and conducting union negotiations.
Technical Management. Golar Wilhelmsen must provide for the technical management of each vessel, which includes,
but is not limited to the provision of competent personnel to supervise the maintenance and efficiency of the vessel;
arrange and supervise drydockings, repairs, alterations and maintenance of such vessel and arrange and supply the
necessary stores, spares and lubricating oils.
•
The aggregate management fees payable under the technical management sub-agreement for each of the years ended
December 31, 2014, 2013 and 2012 was $3.5 million, $2.7 million and $1.8 million, respectively. Golar Management is responsible
for payment of the annual management fee to Golar Wilhelmsen in respect of the vessels. We are not responsible for paying this
management fee to Golar Wilhelmsen. This fee is subject to upward adjustments based on cost of living indexes in the domicile
of Golar Wilhelmsen. Golar Wilhelmsen is entitled to extra remuneration for the performance of tasks outside the scope of the
Vessels Sub-Management Agreement.
The Vessels Sub-Management Agreement will terminate upon failure by either party to meet its obligations under the
agreement, in the case of the sale or total loss of the vessel, or in the event an order or resolution is passed for the winding up,
dissolution, liquidation or bankruptcy of either party or if a receiver is appointed. In addition, Golar Management must indemnify
Golar Wilhelmsen and its employees, agents and subcontractors against all actions, proceedings, claims, demands or liabilities
arising in connection with the performance of the agreement.
Agency Agreement with PT Pesona Sentra Utama (or PT Pesona) PT Pesona, an Indonesian company established in 2005
and engaged in technical crewing management in Indonesia, owns 51% of the issued share capital in our subsidiary, PT Golar
Indonesia, the owner and operator of NR Satu, in order to comply with Indonesian cabotage requirements. Under the agency
agreement PT Pesona provides agency and local representation services for us with respect to NR Satu, which includes, but not
limited to, accounting, charter administration, legal and liaison services with respect to Indonesian legal and government authorities
and clerical services. Under the agency agreement PT Pesona currently receives a fee of $400,000 per annum. This fee is subject
to review annually and revision by mutual agreement of the parties.
The PT Pesona agency agreement shall continue indefinitely, unless and until terminated upon notice by either party
within 30 days of expected termination.
Sponsor Credit Facility
In connection with the closing of our IPO, we entered into the sponsor credit facility with Golar, to fund our working
capital requirements. The sponsor credit facility matures in June 2015 and is interest-free and unsecured. For a more detailed
description of this credit facility, please read “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital
Resources—Borrowing Activities—Long-Term Debt—Sponsor Credit Facility.”
Other Related Party Transactions
The following is a discussion of certain other related party transactions and agreements that we entered into or were party
to during the year ended December 31, 2014:
Vessel Acquisitions and Related Transactions
In October 2011, we acquired Golar’s 100% ownership interest in certain subsidiaries which own and operate the Golar
Freeze. The purchase consideration was $330 million for the vessel and $9 million of working capital adjustments net of the
assumed bank debt of $108 million, resulting in total purchase consideration of approximately $231 million. A portion of the
purchase consideration was financed of which $222.3 million was financed by a financing loan agreement with Golar, which loan
was repaid in October 2012. Our board and Conflicts Committee approved the purchase price for the Golar Freeze and the terms
of the vendor financing. The Conflicts Committee retained a financial, advisor to assist with its evaluation of the transaction.
In July 2012, we acquired from Golar an interest in the NR Satu for a total purchase price of approximately $388.0 million.
The acquisition of the NR Satu was financed from the proceeds of a $155 million vendor financing facility from Golar and from
the proceeds of our July 2012 equity offering and the related private placement to Golar and general partner contribution. The
Conflicts Committee approved the purchase price for the NR Satu and the terms of the vendor financing loan related to the
acquisition of the NR Satu. The Conflicts Committee retained a financial advisor to assist with its evaluation of the transaction.
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The common units sold to Golar in the private placement were offered and sold to it at the price that the common units were
concurrently offered to the public.
In connection with the acquisition of the Golar Grand from Golar in November 2012, we entered into an Option Agreement
with Golar. Under the Option Agreement, we had the option to require Golar to enter into a new time charter with Golar as charterer
until October 2017 if the current charterer did not renew or extend the existing charter after the initial term. In February 2015,
we exercised our option to require Golar to charter the vessel until October 2017 at approximately 75% of the hire rate that would
have been payable by BG Group.
In February 2013, we acquired from Golar interests in the company that owns and operates the LNG carrier, the Golar
Maria for a total purchase price of approximately $215.0 million. The acquisition of the Golar Maria was financed by the assumption
of approximately $89 million of outstanding debt relating to the Golar Maria and from the net proceeds of the February 2013
Equity Offering and the related private placement to Golar and general partner contribution. The Conflicts Committee approved
the purchase price for the Golar Maria. The Conflicts Committee retained a financial advisor to assist with its evaluation of the
transaction. The common units sold to Golar in the private placement were offered and sold to it at the price that the common
units were concurrently offered to the public.
In March 2014, we acquired from Golar interests in the company that owns and operates the FSRU, the Golar Igloo for
a total purchase price of approximately $310.0 million. The acquisition of the Golar Igloo was financed by the assumption of
approximately $161.3 million of outstanding debt relating to the Golar Igloo and from the net proceeds of the December 2013
Equity Offerings. The Conflicts Committee approved the purchase price for the Golar Igloo. The Conflicts Committee retained
a financial advisor to assist with its evaluation of the transaction.
In January 2015, we acquired from Golar interests in the companies that own and operate the Golar Eskimo, for an
aggregate purchase price of approximately $390.0 million. The acquisition of the Golar Eskimo was financed with cash on hand,
the proceeds of a $220.0 million vendor financing facility from Golar and the assumption of $162.8 million outstanding bank debt
in respect of the Golar Eskimo.
The acquisition agreement for the Golar Eskimo provided that, in the event improved terms for us under the Golar Eskimo
Charter are negotiated with Jordan after the date of the acquisition agreement and prior to June 30, 2015, we will pay Golar for
the fair value of the improved terms. The fair value of any improved terms (e.g., an increased hire rate or longer term) must be
approved by Golar and our conflicts committee. The conflicts committee and Golar may retain an outside financial advisor to
determine the fair value of such improved terms. Any determination of fair value by such financial advisor will be binding upon
Golar and us.
In January 2015, in connection with the Golar Eskimo acquisition, we entered into an agreement with Golar pursuant to
which it will pay us an aggregate amount of $22.0 million in six equal monthly installments starting in January 2015 and ending
in June 2015 for the right to use the Golar Eskimo. We will in return remit to Golar any hire payments actually received with
respect to the vessel during this period and, at Golar's request, charter the vessel to a third party prior to the earlier of the
commencement of hire payments from Jordan under the Golar Eskimo Charter and June 30, 2015.
We financed a portion of the cash purchase price of the Golar Eskimo with the proceeds of a $220.0 million unsecured
non-amortizing loan to us from Golar (or the Golar Eskimo Vendor Loan) that will require repayment within two years (with a
prepayment incentive fee of up to 1.0% of the loan amount) and bear interest at a blended rate equal to three-month LIBOR plus
a margin of 2.84%.
Trading Balances
Receivables and payables with Golar and its affiliates are comprised primarily of unpaid management fees, advisory and
administrative services. In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party
and vice versa. Receivables and payables are generally settled quarterly in arrears. Trading balances due to Golar and its affiliates
are unsecured, interest-free and intended to be settled in the ordinary course of business. They primarily relate to recharges for
trading expenses paid on our behalf, including ship management and administrative service fees due to Golar.
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Methane Princess Lease Security Deposit Movements
This represents net advances to Golar since the IPO, which correspond with the net release of funds from the security
deposits held relating to the Methane Princess lease. This is in connection with the Methane Princess tax lease indemnity provided
by Golar under the Omnibus Agreement. Accordingly, these amounts held with Golar will be settled as part of the eventual
termination of the Methane Princess lease.
Dividends to China Petroleum Corporation
During the years ended December 31, 2014, 2013 and 2012, Faraway Maritime Shipping Co. (owns and operates the
Golar Mazo), which is 60% owned by us and 40% owned by CPC, paid total dividends to CPC of $13.7 million, $10.6 million
and $1.8 million, respectively.
Dividends to Golar
We have declared and paid quarterly distributions totaling $61.3 million, $63.7 million and $47.3 million to Golar for
each of the years ended December 31, 2014, 2013 and 2012, respectively.
Indemnification Payment from Golar
As part of the disposal of the NR Satu in July 2012 by Golar, Golar agreed to indemnify us against any non-recoverable
losses arising from actions prior to the disposal. As of December 31, 2014, we have recorded a receivable of $0.5 million from
Golar in relation to this indemnity for our non-recoverable losses. “Item 8-Financial Information-Legal Proceedings.”
Please see note 25 to our consolidated and combined carved out financial statements.
C. Interests of Experts and Counsel
Not applicable.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
Please see Item 18 — Financial Statements below for additional information required to be disclosed under this item.
Legal Proceedings
From time to time we have been, and expect to continue to be, subject to legal proceedings and claims in the ordinary
course of our business, principally personal injury and property casualty claims. These claims, even if lacking merit, could result
in the expenditure of significant financial and managerial resources.
PT Golar Indonesia, our subsidiary that is both the owner and operator of the NR Satu, was notified of a claim that may
be filed against it by PT Rekayasa, a subcontractor of the charterer, PT Nusantara Regas, claiming that we and our subcontractor
caused damage to the pipeline in connection with the FSRU conversion of the NR Satu and the related mooring. We entered into
compromise settlement discussions with the other parties which concluded in December 2014. The compromise settlement amount
of $3.0 million was paid in December 2014, of which we recovered $2.5 million from our subcontractor who was also a party to
these settlement discussions. As part of the disposal of the NR Satu in July 2012 by Golar, Golar has agreed to indemnify us
against any non-recoverable losses arising from actions prior to the disposal. As of December 31, 2014, we have recorded a
receivable of $0.5 million from Golar in relation to this indemnity for our non-recoverable losses.
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Our Cash Distribution Policy
Rationale for Our Cash Distribution Policy
Our cash distribution policy reflects a judgment that our unitholders will be better served by our distributing our cash
available (after deducting expenses, including estimated maintenance and replacement capital expenditures and reserves) rather
than retaining it. Because we believe we will generally finance any expansion capital expenditures from external financing sources,
we believe that our investors are best served by our distributing all of our available cash. Our cash distribution policy is consistent
with the terms of our partnership agreement, which requires that we distribute all of our available cash quarterly (after deducting
expenses, including estimated maintenance and replacement capital expenditures and reserves).
Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy
There is no guarantee that unitholders will receive quarterly distributions from us. Our distribution policy is subject to
certain restrictions and may be changed at any time, including:
• Our unitholders have no contractual or other legal right to receive distributions other than the obligation under our
partnership agreement to distribute available cash on a quarterly basis, which is subject to the broad discretion of
our board of directors to establish reserves and other limitations.
• We will be subject to restrictions on distributions under our financing arrangements, including the Golar LNG Partners
credit facility and lease arrangements. Our financing arrangements contain material financial tests and covenants
that must be satisfied in order to pay distributions. If we are unable to satisfy the restrictions included in any of our
financing arrangements or are otherwise in default under any of those agreements, it could have a material adverse
effect on our ability to make cash distributions to our unitholders, notwithstanding our stated cash distribution policy.
• We are required to make substantial capital expenditures to maintain and replace our fleet. These expenditures may
fluctuate significantly over time, particularly as our vessels near the end of their useful lives. In order to minimize
these fluctuations, our partnership agreement requires us to deduct estimated, as opposed to actual, maintenance and
replacement capital expenditures from the amount of cash that we would otherwise have available for distribution
to our unitholders. In years when estimated maintenance and replacement capital expenditures are higher than actual
maintenance and replacement capital expenditures, the amount of cash available for distribution to unitholders will
be lower than if actual maintenance and replacement capital expenditures were deducted.
• Although our partnership agreement requires us to distribute all of our available cash, our partnership agreement,
including provisions contained therein requiring us to make cash distributions, may be amended. During the
subordination period, with certain exceptions, our partnership agreement may not be amended without the approval
of non-affiliated common unitholders. After the subordination period has ended, our partnership agreement can be
amended with the approval of a majority of the outstanding common units. Golar currently owns approximately
3.7% of our common units and all of our subordinated units.
• Even if our cash distribution policy is not modified or revoked, the amount of distributions we pay under our cash
distribution policy and the decision to make any distribution is determined by our board of directors, taking into
consideration the terms of our partnership agreement.
• Under Section 51 of the Marshall Islands Act, we may not make a distribution to unitholders if the distribution would
cause our liabilities to exceed the fair value of our assets.
• We may lack sufficient cash to pay distributions to our unitholders due to decreases in total operating revenues,
decreases in hire rates, the loss of a vessel (including, without limitation, through a customer’s exercise of its purchase
option) or increases in operating or general and administrative expenses, principal and interest payments on
outstanding debt, taxes, working capital requirements, maintenance and replacement capital expenditures or
anticipated cash needs. Please read “Item 3—Key Information—Risk Factors” for a discussion of these factors.
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Minimum Quarterly Distribution
Common unitholders are entitled under our partnership agreement to receive a quarterly distribution of $0.3850 per unit,
or $1.54 per unit per year, prior to any distribution on the subordinated units to the extent we have sufficient cash on hand to pay
the distribution, after establishment of cash reserves and payment of fees and expenses. There is no guarantee that we will pay the
minimum quarterly distribution on the common units and subordinated units in any quarter. Even if our cash distribution policy
is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is determined
by our board of directors, taking into consideration the terms of our partnership agreement. We will be prohibited from making
any distributions to unitholders if it would cause an event of default, or an event of default is then existing, under our financing
arrangements. Please read “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources” for a
discussion of the restrictions contained in our credit facilities and lease arrangements that may restrict our ability to make
distributions.
During the year ended December 31, 2014, the aggregate amount of cash distributions paid was $140.1 million.
On February 13, 2015, we paid a cash distribution of $0.5625 per unit in respect of the three months ended December 31,
2014. The aggregate amount of the distribution was $35.4 million.
On April 27, 2015, we declared a cash distribution of $0.5775 per unit in respect of the three months ended March 31,
2015. The distribution is payable on May 2015 to all unitholders on record as of the close of business on May 14, 2015.
Subordination Period
General
During the subordination period, the common units will have the right to receive distributions of available cash from
operating surplus in an amount equal to the minimum quarterly distribution of $0.3850 per unit, plus any arrearages in the payment
of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from
operating surplus may be made on the subordinated units. Distribution arrearages do not accrue on the subordinated units. The
purpose of the subordinated units is to increase the likelihood that during the subordination period there will be available cash
from operating surplus to be distributed on the common units.
Incentive Distribution Rights
Incentive distribution rights represent the right 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. Our
general partner and Golar currently hold the incentive distribution rights. The incentive distribution rights may be transferred
separately from our general partner interest, subject to restrictions in the partnership agreement. Except for transfers of incentive
distribution rights to an affiliate or another entity as part of our general partner’s merger or consolidation with or into, or sale of
substantially all of its assets to such entity, the approval of a majority of our common units (excluding common units held by our
general partner and its affiliates), voting separately as a class, generally is required for a transfer of the incentive distribution rights
to a third party prior to March 31, 2016. Any transfer by our general partner of the incentive distribution rights would not change
the percentage allocations of quarterly distributions with respect to such rights.
The following table illustrates the percentage allocations of the additional available cash from operating surplus among
the unitholders, our general partner and the holders of the incentive distribution rights up to the various target distribution levels.
The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of the unitholders, our
general partner and the holders of the incentive distribution rights in any available cash from operating surplus we distribute up
to and including the corresponding amount in the column “Total Quarterly Distribution Target Amount,” until available cash from
operating surplus we distribute reaches the next target distribution level, if any. The percentage interests shown for the unitholders,
our general partner and the holders of the incentive distribution rights for the minimum quarterly distribution are also applicable
to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests shown for our
general partner include its 2.0% general partner interest only and assume that our general partner has contributed any capital
necessary to maintain its 2.0% general partner interest.
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Minimum Quarterly Distribution
First Target Distribution
Second Target Distribution
Third Target Distribution
Thereafter
B. Significant Changes
Not applicable.
Item 9. The Offer and Listing.
C. Markets
Total Quarterly
Marginal Percentage Interest in
Distributions
Distribution Target Amount
Unitholders
General Partner
Holders of IDRs
$0.3850
up to $0.4428
above $0.4428 up to
$0.4813
above $0.4813 up to
$0.5775
above $0.5775
98.0%
98.0%
85.0%
75.0%
50.0%
2.0%
2.0%
2.0%
2.0%
2.0%
0%
0%
13.0%
23.0%
48.0%
Our common units started trading on The Nasdaq Global Market under the symbol “GMLP” on April 8, 2011.
The following table sets forth the high and low prices for the common units on the Nasdaq since the date of listing for
the periods indicated.
Year ended December 31, 2014
Year ended December 31, 2013
Year ended December 31, 2012
Year ended December 31, 2011 (1)
Second quarter 2015 (2)
First quarter 2015
Fourth quarter 2014
Third quarter 2014
Second quarter 2014
First quarter 2014
Fourth quarter 2013
Third quarter 2013
Second quarter 2013
Month ended April 28, 2015 (2)
Month ended March 31, 2015
Month ended February 28, 2015
Month ended January 31, 2015
Month ended December 31, 2014
Month ended November 30, 2014
Month ended October 31, 2014
(1) For the period from April 8, 2011 through December 31, 2011.
(2) For the period from April 1, 2015 through April 28, 2015.
109
High
Low
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
39.35
36.00
39.05
30.91
29.08
32.28
38.39
39.35
38.50
31.70
33.22
34.78
36.00
29.08
27.50
28.54
32.28
34.19
36.94
38.39
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
26.54
27.55
25.52
22.41
26.25
24.12
26.54
32.79
29.44
28.66
27.55
30.75
30.53
26.25
24.28
25.48
24.12
26.54
31.35
30.00
Table of Contents
Item 10. Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
The information required to be disclosed under Item 10B is incorporated by reference to our Registration Statement on
Form 8-A filed with the SEC on April 5, 2011.
C. Material Contracts
The following is a summary of each material contract, other than material contracts entered into in the ordinary course
of business, to which we or any of our subsidiaries is a party, for the two years immediately preceding the date of this Annual
Report, each of which is included in the list of exhibits in Item 19:
1. Credit facility agreement dated September 29, 2008 providing for a Senior Secured Revolving Credit Facility by and
among Golar LNG Partners L.P. (as borrower) and the Banks and Financial Institutions Referred to therein (as lenders).
In September 2008, we entered into a revolving credit facility with a banking consortium to refinance existing loan
facilities in respect of two of our vessels, the Methane Princess and the Golar Spirit (or the Golar LNG Partners credit
facility). The loan is secured against the Golar Spirit and assignment to the lending bank of a mortgage given to us by
the lessors of the Methane Princess and the Golar Spirit, with a second priority charge over the Golar Mazo. The Golar
LNG Partners credit facility accrues floating interest at a rate per annum equal to LIBOR plus a margin. See “Item 5—
Operating and Financial Review and Prospects—Liquidity and Capital Resources” for a summary of certain terms.
2. Omnibus Agreement dated April 13, 2011, by and among Golar LNG Ltd., Golar LNG Partners LP, Golar GP LLC and
Golar Energy Limited. See “Item 7—Major Unitholders and Related Party Transactions—Certain Relationships and
Related Party Transactions for a summary of certain contract terms.”
3. Amendment No. 1 to Omnibus Agreement, dated October 5, 2011 by and among Golar LNG Ltd., Golar LNG Partners
LP, Golar GP LLC and Golar Energy Limited. See “Item 7—Major Unitholders and Related Party Transactions—Certain
Relationships and Related Party Transactions for a summary of certain contract terms.”
4. First Amended and Restated Management and Administrative Services Agreement between Golar LNG Partners LP and
Golar Management Limited. In connection with our initial public offering, we entered into a management and
administrative services agreement (as amended and restated, the management and administrative services agreement)
with Golar Management, pursuant to which Golar Management agreed to provide certain management and administrative
support services to us. As of July 1, 2011, we and Golar Management entered into an amended and restated management
and administrative services agreement to reflect changes in the titles of certain of our officers. The material provisions
of the amended and restated management and administrative services agreement, including terms related to our obligations
and the obligations of Golar Management to provide us with services, remain unchanged from those contained in the
management and administrative services agreement entered into at the time of our initial public offering. See “Item 7—
Major Unitholders and Related Party Transactions—Certain Relationships and Related Party Transactions” for a summary
of certain contract terms.
5. Contribution and Conveyance Agreement, dated as of April 5, 2011, among Golar LNG Limited, Golar GP LLC, Golar
LNG Partners LP, Golar LNG Holding Co., and Golar Partners Operating LLC, pursuant to which, among other things,
Golar contributed interests in certain vessels in our initial fleet to us in connection with our initial public offering.
6. Time Charter Party dated July 2, 1997 between Faraway Maritime Shipping Company and Pertamina. See “Item 4—
Information on the Partnership—Business Overview—Charters” for a summary of certain contract terms.
7. Time Charter Party dated August 27, 2003 between Golar 2215 UK Ltd. and Methane Services Limited. See “Item 4—
Information on the Partnership—Business Overview—Charters” for a summary of certain contract terms.
8. Time Charter Party dated September 4, 2007 between Golar Spirit UK Ltd. and Petróleo Brasileiro S.A. “Item 4—
Information on the Partnership—Business Overview—Charters” for a summary of certain contract terms.
9. Operation and Services Agreement dated September 4, 2007 between Golar Serviços de Operação de Embarcações
Limitada and Petróleo Brasileiro S.A. “Item 4—Information on the Partnership—Business Overview—Charters” for a
summary of certain contract terms.
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10. Time Charter Party dated September 4, 2007 between Golar Winter UK Ltd. and Petróleo Brasileiro S.A. See “Item 4
—Information on the Partnership—Business Overview—Charters” for a summary of certain contract terms.
11. Operation and Services Agreement dated September 4, 2007 between Golar Serviços de Operação de Embarcações
Limitada and Petróleo Brasileiro S.A. See “Item 4—Information on the Partnership—Business Overview—Charters”
for a summary of certain contract terms.
12. $20.0 Million Revolving Credit Agreement, dated April 11, 2011, by and between Golar LNG Partners LP and Golar
LNG Limited, as amended by supplemental deed dated April 29, 2015. In connection with our initial public offering,
we entered into a $20.0 million revolving credit facility (or the sponsor credit facility) with Golar, to be used to fund our
working capital requirements. The facility matures in June 2015 and is interest-free and unsecured. See “Item 5—
Operating and Financial Review and Prospects—Liquidity and Capital Resources” for a summary of certain terms.
13. Purchase, Sale and Contribution Agreement, dated October 5, 2011, by and between Golar LNG Partners LP, Golar
Partners Operating LLC and Golar LNG Ltd., providing for, among other things, the acquisition of the Golar Freeze.
See “Item 7—Major Unitholders and Related Party Transactions—Certain Relationships and Related Party Transactions”
for a summary of certain contract terms.
14. Purchase, Sale and Contribution Agreement, dated July 9, 2012, by and between Golar LNG Partners LP, Golar Partners
Operating LLC and Golar LNG Ltd., providing for, among other things, the acquisition of the NR Satu. See “Item 7—
Major Unitholders and Related Party Transactions—Certain Relationships and Related Party Transactions” for a summary
of certain contract terms.
15. Purchase, Sale and Contribution Agreement, dated November 1, 2012, by and between Golar LNG Partners LP, Golar
Partners Operating LLC and Golar LNG Ltd, providing for, among other things, the acquisition of the Golar Grand. See
“Item 7—Major Unitholders and Related Party Transactions—Certain Relationships and Related Party Transactions” for
a summary of certain contract terms.
16. $175 million Facility Agreement, dated December 14, 2012, by and among a group of banks as the lender and PT Golar
Indonesia as the borrower. PT Golar Indonesia, the company that owns and operates the FSRU, NR Satu, entered into a
7 year secured loan facility. The total facility amount is $175 million and is split into two tranches, a $155 million term
loan facility and a $20 million revolving facility. The facility is with a syndicate of banks and bears interest at LIBOR
plus a margin of 3.5%. The loan is payable on a quarterly basis with a final balloon payment of $52.5 million payable
after 7 years. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources” for a
summary of certain terms.
17. Purchase, Sale and Contribution Agreement, dated January 30, 2013, by and between Golar LNG Partners LP, Golar
Partners Operating LLC and Golar LNG Ltd., providing for, among other things, the acquisition of the Golar Maria. See
“Item 7—Major Unitholders and Related Party Transactions—Certain Relationships and Related Party Transactions” for
a summary of certain contract terms.
18. Bond Agreement dated October 11, 2012 between Golar LNG Partners LP and Norsk Tillitsmann ASA as bond trustee.
We completed the issuance of NOK 1,300 million senior unsecured bonds that mature in October 2017. The bonds bear
interest at a rate equal to 3 months NIBOR plus a margin of 5.20% payable quarterly. See “Item 5—Operating and
Financial Review and Prospects—Liquidity and Capital Resources” for a summary of certain terms.
19. $275 million Facility Agreement, dated June 25, 2013, by and among a group of banks as the lender and Golar Partners
Operating LLC as the borrower. We refinanced existing lease financing arrangements in respect of two vessels, the Golar
Winter and the Golar Grand, and entered into a new five year, $275 million loan facility with a banking consortium. The
total facility amount is $275 million and is split into two tranches, a $225 million term loan facility and a $50 million
revolving facility. The facility bears interest at LIBOR plus a margin of 3%. The loan is payable on a quarterly basis with
a final balloon payment of $130 million payable after 5 years. See “Item 5—Operating and Financial Review and Prospects
—Liquidity and Capital Resources” for a summary of certain terms.
20. Purchase, Sale and Contribution Agreement, dated December 5, 2013, by and between Golar LNG Partners LP, Golar
Partners Operating LLC and Golar LNG Ltd., providing for, among other things, the acquisition of the Golar Igloo. See
“Item 7—Major Unitholders and Related Party Transactions—Certain Relationships and Related Party Transactions” for
a summary of certain contract terms.
21. The Purchase, Sale and Contribution Agreement dated December 22,2014, by by and between Golar LNG Partners LP,
Golar Partners Operating LLC and Golar LNG Ltd., providing for, among other things, the acquisition of the Golar
Eskimo. See “Item 7—Major Unitholders and Related Party Transactions—Certain Relationships and Related Party
Transactions” for a summary of certain contract terms.
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22. Letter Agreement, dated as of January 20, 2015, by and between Golar LNG Partners LP and Golar LNG Limited. See
“Item 7-Major Unitholders and Related Party Transactions-Certain Relationships and Related Party Transactions-Other
Related Party Transactions-Vessel Acquisitions and Related Transactions.”
23. Loan Agreement, dated as of January 20, 2015, by and between Golar LNG Partners LP and Golar LNG Limited. See
“Item 7-Major Unitholders and Related Party Transactions-Certain Relationships and Related Party Transactions-Other
Related Party Transactions-Vessel Acquisitions and Related Transactions”
24. Facility Agreement between Golar Hull M021 Corp, Golar Hull M026 Corp, Golar Hull M2031 Corp, Golar Hull M2022
Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and
a consortium of banks for $1.125 billion facility, dated July 24, 2013. See "Item 5 - Operating and Financial Review and
Prospects-Liquidity and Capital Resources."
25. Supplemental Agreement between Golar Hull M021 Corp, Golar Hull M026 Corp, Golar Hull M2031 Corp, Golar Hull
M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation,
and a consortium of banks for $1.125 billion facility, dated July 25, 2013. See "Item 5 - Operating and Financial Review
and Prospects-Liquidity and Capital Resources."
26. Second Supplemental Agreement between Golar Hull M021 Corp, Golar Hull M026 Corp, Golar Hull M2031 Corp,
Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB
12 Corporation, and a consortium of banks for $1.125 billion facility, dated August 28, 2014. See "Item 5 - Operating
and Financial Review and Prospects-Liquidity and Capital Resources."
27. $120 million Loan Agreement dated April 19, 2006, among Golar LNG 2234 Corporation, as Borrower, Fokus Bank
ASA, as Swap Bank, Agent and Security Trustee and the lenders party thereto. See "Item 5 - Operating and Financial
Review and Prospects-Liquidity and Capital Resources."
28. $125 million Facilities Agreement dated June 17, 2010, among Golar Freeze Holding Co., DnB NOR Bank ASA, as
Facility Agent and Security Agent, the lenders party thereto and the other parties thereto. See "Item 5 - Operating and
Financial Review and Prospects-Liquidity and Capital Resources."
29. Supplemental Deed, dated December 23, 2014, relating to the $120 million Loan Agreement dated April 19, 2006, among
Golar LNG 2234 Corporation, as Borrower, Fokus Bank ASA, as Swap Bank, Agent and Security Trustee and the lenders
party thereto. See "Item 5 - Operating and Financial Review and Prospects-Liquidity and Capital Resources."
D. Exchange Controls
We are not aware of any governmental laws, decrees or regulations, including foreign exchange controls, in the Republic
of The Marshall Islands that restrict the export or import of capital, or that affect the remittance of dividends, interest or other
payments to non-resident holders of our securities.
We are not aware of any limitations on the right of non-resident or foreign owners to hold or vote our securities imposed
by the laws of the Republic of The Marshall Islands or our partnership agreement.
E. Taxation
Material U.S. Federal Income Tax Considerations
The following is a discussion of the material U.S. federal income tax considerations that may be relevant to prospective
unitholders.
This discussion is based upon provisions of the Code, Treasury Regulations, and current administrative rulings and court
decisions, all as in effect or existence on the date of this Annual Report and all of which are subject to change, possibly with
retroactive effect. Changes in these authorities may cause the tax consequences of unit ownership to vary substantially from the
consequences described below. Unless the context otherwise requires, references in this section to “we,” “our” or “us” are references
to Golar LNG Partners LP.
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The following discussion applies only to beneficial owners of common units that own the common units as “capital
assets” within the meaning of Section 1221 of the Code (i.e., generally, for investment purposes) and is not intended to be applicable
to all categories of investors, such as unitholders subject to special tax rules (e.g., financial institutions, insurance companies,
broker-dealers, tax-exempt organizations, retirement plans or individual retirement accounts or former citizens or long-term
residents of the United States), persons who will hold the units as part of a straddle, hedge, conversion, constructive sale or other
integrated transaction for U.S. federal income tax purposes, or persons that have a functional currency other than the U.S. dollar,
each of whom may be subject to tax rules that differ significantly from those summarized below. If a partnership or other entity
classified as a partnership for U.S. federal income tax purposes holds our common units, the tax treatment of its partners generally
will depend upon the status of the partner and the activities of the partnership. Unitholders who are partners in a partnership
holding our common units, should consult a tax advisor regarding the tax consequences to them of the partnership’s ownership
of our common units.
No ruling has been or will be requested from the IRS regarding any matter affecting us or our unitholders. The statements
made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review in a court.
This discussion does not contain information regarding any U.S. state or local, estate, gift or alternative minimum tax
considerations concerning the ownership or disposition of common units. This discussion does not comment on all aspects of
U.S. federal income taxation that may be important to particular unitholders in light of their individual circumstances, and each
prospective unitholder is urged to consult its own tax advisor regarding the U.S. federal, state, local and other tax consequences
of the ownership or disposition of common units.
Election to be Treated as a Corporation
We have elected to be treated as a corporation for U.S. federal income tax purposes. Consequently, among other things,
U.S. Holders (as defined below) will not be directly subject to U.S. federal income tax on our income, but rather will be subject
to U.S. federal income tax on distributions received from us and dispositions of units as described below.
U.S. Federal Income Taxation of U.S. Holders
As used herein, the term “U.S. Holder” means a beneficial owner of our common units that owns (actually or constructively)
less than 10.0% of our equity and that is:
•
•
•
•
an individual U.S. citizen or resident (as determined for U.S. federal income tax purposes),
a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) organized under
the laws of the United States or any of its political subdivisions,
an estate the income of which is subject to U.S. federal income taxation regardless of its source, or
a trust if (i) a court within the United States is able to exercise primary jurisdiction over the administration of the
trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust
has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.
Distributions
Subject to the discussion below of the rules applicable to PFICs, any distributions to a U.S. Holder made by us with
respect to our common units generally will constitute dividends, which may be taxable as ordinary income or “qualified dividend
income” as described in more detail below, to the extent of our current and accumulated earnings and profits, as determined under
U.S. federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return
of capital to the extent of the U.S. Holder’s tax basis in its common units and, thereafter, as capital gain. U.S. Holders that are
corporations generally will not be entitled to claim dividends received deduction with respect to distributions they receive from
us because we are not a U.S. corporation. Dividends received with respect to our common units generally will be treated as
“passive category income” for purposes of computing allowable foreign tax credits for U.S. federal income tax purposes.
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Dividends received with respect to our common units by a U.S. Holder that is an individual, trust or estate (or a U.S.
Individual Holder) generally will be treated as “qualified dividend income,” which is taxable to such U.S. Individual Holder at
preferential capital gain tax rates provided that: (i) our common units are readily tradable on an established securities market in
the United States (such as The Nasdaq Global Market on which our common units are traded); (ii) we are not a PFIC for the taxable
year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we are, have been or
will be, as discussed below under "—PFIC Status and Significant Tax Consequences"); (iii) the U.S. Individual Holder has owned
the common units for more than 60 days during the 121-day period beginning 60 days before the date on which the common units
become ex-dividend (and has not entered into certain risk limiting transactions with respect to such common units); and (iv) the
U.S. Individual Holder is not under an obligation to make related payments with respect to positions in substantially similar or
related property. There is no assurance that any dividends paid on our common units will be eligible for these preferential rates
in the hands of a U.S. Individual Holder, and any dividends paid on our common units that are not eligible for these preferential
rates will be taxed as ordinary income to a U.S. Individual Holder.
Special rules may apply to any amounts received in respect of our common units that are treated as “extraordinary
dividends.” In general, an extraordinary dividend is a dividend with respect to a common unit that is equal to or in excess of
10.0% of the unitholder’s adjusted tax basis (or fair market value upon the unitholder’s election) in such common unit. In addition,
extraordinary dividends include dividends received within a one year period that, in the aggregate, equal or exceed 20.0% of a
unitholder’s adjusted tax basis (or fair market value). If we pay an “extraordinary dividend” on our common units that is treated
as “qualified dividend income,” then any loss recognized by a U.S. Individual Holder from the sale or exchange of such common
units will be treated as long-term capital loss to the extent of the amount of such dividend.
Medicare Tax on Net Investment Income
Certain U.S. Holders, including individuals, estates and trusts, will be subject to an additional 3.8% Medicare tax on,
among other things, dividends and capital gains from the sale or other disposition of equity interests. For individuals, the additional
Medicare tax applies to the lesser of (i) “net investment income” or (ii) the excess of “modified adjusted gross income” over
$200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). “Net investment income” generally
equals the taxpayer's gross investment income reduced by deductions that are allocable to such income. Unitholders should consult
their tax advisors regarding the implications of the additional Medicare tax resulting from their ownership and disposition of our
common units.
Sale, Exchange or Other Disposition of Common Units
Subject to the discussion of PFIC status below, a U.S. Holder generally will recognize capital gain or loss upon a sale,
exchange or other disposition of our units in an amount equal to the difference between the amount realized by the U.S. Holder
from such sale, exchange or other disposition and the U.S. Holder’s adjusted tax basis in such units. The U.S. Holder’s initial tax
basis in its units generally will be the U.S. Holder’s purchase price for the units and that tax basis will be reduced (but not below
zero) by the amount of any distributions on the units that are treated as non-taxable returns of capital, as discussed above under
"—Distributions." Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater
than one year at the time of the sale, exchange or other disposition. Certain U.S. Holders (including individuals) may be eligible
for preferential rates of U.S. federal income tax in respect of long-term capital gains. A U.S. Holder’s ability to deduct capital
losses is subject to limitations. Such capital gain or loss generally will be treated as U.S. source income or loss, as applicable, for
U.S. foreign tax credit purposes.
PFIC Status and Significant Tax Consequences
Adverse U.S. federal income tax rules apply to a U.S. Holder that owns an equity interest in a non-U.S. corporation that
is classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder
if, for any taxable year in which the holder held our units, either:
•
•
at least 75.0% of our gross income (including the gross income of our vessel-owning subsidiaries) for such taxable
year consists of passive income (e.g., dividends, interest, capital gains from the sale or exchange of investment
property, and rents derived other than in the active conduct of a rental business); or
at least 50.0% of the average value of the assets held by us (including the assets of our vessel-owning subsidiaries)
during such taxable year produce, or are held for the production of, passive income.
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Income earned, or deemed earned, by us in connection with the performance of services would not constitute passive
income for PFIC purposes. By contrast, rental income generally would constitute “passive income” unless we were treated as
deriving that rental income in the active conduct of a trade or business under the applicable rules.
Based on our current and projected method of operation, we believe that we were not a PFIC for any prior taxable year,
and we expect that we will not be treated as a PFIC for the current or any future taxable year. We believe that more than 25.0%
of our gross income for each taxable year was or will be nonpassive income and more than 50.0% of the average value of our
assets for each such year was or will be held for the production of such nonpassive income. This belief is based on certain valuation
and projections regarding our assets, income and charters, and its validity is conditioned on the accuracy of such valuations and
projections. While we believe such valuations and projections to be accurate, the shipping market is volatile and no assurance can
be given that they will continue to be accurate at any time in the future.
Moreover, there are legal uncertainties involved in determining whether the income derived from time-chartering activities
constitutes rental income or income derived from the performance of services. While there is legal authority supporting our
conclusions, including IRS pronouncements concerning the characterization of income derived from time charters as services
income, the United States Court of Appeals for the Fifth Circuit (or the Fifth Circuit) held in Tidewater Inc. v. United States, 565
F.3d 299 (5th Cir. 2009) that income derived from certain marine time charter agreements should be treated as rental income rather
than services income for purposes of a “foreign sales corporation” provision of the Code. In that case, the Fifth Circuit did not
address the definition of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how
the income from a time charter would be classified under such rules. If the reasoning of this case were extended to the PFIC
context, the gross income we derive or are deemed to derive from our time chartering activities may be treated as rental income,
and we would likely be treated as a PFIC. The IRS has announced its nonacquiescence with the court's holding in the Tidewater
case and, at the same time, announced the position of the IRS that the marine time charter agreements at issue in that case should
be treated as service contracts.
Distinguishing between arrangements treated as generating rental income and those treated as generating services income
involves weighing and balancing competing factual considerations, and there is no legal authority under the PFIC rules addressing
our specific method of operation. Conclusions in this area therefore remain matters of interpretation. We are not seeking a ruling
from the IRS on the treatment of income generated from our time chartering operations. Thus, it is possible that the IRS or a court
could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as
a PFIC with respect to any taxable year, we cannot assure unitholders that the nature of our operations will not change in the future
and that we will not become a PFIC in any future taxable year.
As discussed more fully below, if we were to be treated as a PFIC for any taxable year (and regardless of whether we
remain a PFIC for subsequent taxable years), a U.S. Holder would be subject to different taxation rules depending on whether the
U.S. Holder makes an election to treat us as a “Qualified Electing Fund,” which we refer to as a “QEF election.” As an alternative
to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our common units,
as discussed below. If we are a PFIC, a U.S. Holder will be subject to the PFIC rules described herein with respect to any of our
subsidiaries that are PFICs. However, the mark-to-market election discussed below will likely not be available with respect to
shares of such PFIC subsidiaries. In addition, if a U.S. Holder owns our common units during any taxable year that we are a PFIC,
such holder must file an annual report with the IRS.
Taxation of U.S. Holders Making a Timely QEF Election
If a U.S. Holder makes a timely QEF election (or an Electing Holder), then, for U.S. federal income tax purposes, that
holder must report as income for its taxable year its pro rata share of our ordinary earnings and net capital gain, if any, for our
taxable years that end with or within the taxable year for which that holder is reporting, regardless of whether or not the Electing
Holder received distributions from us in that year. The Electing Holder’s adjusted tax basis in the common units will be increased
to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that were previously taxed will result
in a corresponding reduction in the Electing Holder’s adjusted tax basis in common units and will not be taxed again once distributed.
An Electing Holder generally will recognize capital gain or loss on the sale, exchange or other disposition of our common units.
A U.S. Holder makes a QEF election with respect to any year that we are a PFIC by filing IRS Form 8621 with its U.S. federal
income tax return. If contrary to our expectations, we determine that we are treated as a PFIC for any taxable year, we will provide
each U.S. Holder with the information necessary to make the QEF election described above.
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Taxation of U.S. Holders Making a “Mark-to-Market” Election
If we were to be treated as a PFIC for any taxable year and, as we anticipate, our units were treated as “marketable stock,”
then, as an alternative to making a QEF election, a U.S. Holder would be allowed to make a “mark-to-market” election with respect
to our common units, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions
and related Treasury Regulations. If that election is made, the U.S. Holder generally would include as ordinary income in each
taxable year the excess, if any, of the fair market value of the U.S. Holder’s common units at the end of the taxable year over the
holder’s adjusted tax basis in the common units. The U.S. Holder also would be permitted an ordinary loss in respect of the excess,
if any, of the U.S. Holder’s adjusted tax basis in the common units over the fair market value thereof at the end of the taxable year,
but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s
tax basis in its common units would be adjusted to reflect any such income or loss recognized. Gain recognized on the sale,
exchange or other disposition of our common units would be treated as ordinary income, and any loss recognized on the sale,
exchange or other disposition of the common units would be treated as ordinary loss to the extent that such loss does not exceed
the net mark-to-market gains previously included in income by the U.S. Holder. Because the mark-to-market election only applies
to marketable stock, however, it would not apply to a U.S. Holder’s indirect interest in any of our subsidiaries that were determined
to be PFICs.
Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election
If we were to be treated as a PFIC for any taxable year, a U.S. Holder that does not make either a QEF election or a
“mark-to-market” election for that year (or a Non-Electing Holder) would be subject to special rules resulting in increased tax
liability with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on
our common units in a taxable year in excess of 125.0% of the average annual distributions received by the Non-Electing Holder
in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common units), and (2) any
gain realized on the sale, exchange or other disposition of the units. Under these special rules:
•
•
•
the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period
for the common units;
the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated
as a PFIC with respect to the Non-Electing Holder would be taxed as ordinary income; and
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for
the applicable class of taxpayers for that year, and an interest charge for the deemed deferral benefit would be imposed
with respect to the resulting tax attributable to each such other taxable year.
These penalties would not apply to a qualified pension, profit sharing or other retirement trust or other tax-exempt
organization that did not borrow money or otherwise utilize leverage in connection with its acquisition of our common units. If
we were treated as a PFIC for any taxable year and a Non-Electing Holder who is an individual dies while owning our common
units, such holder's successor generally would not receive a step-up in tax basis with respect to such units.
U.S. Federal Income Taxation of Non-U.S. Holders
A beneficial owner of our common units (other than a partnership or an entity or arrangement treated as a partnership for
U.S. federal income tax purposes) that is not a U.S. Holder is referred to as a Non-U.S. Holder. Unitholders who are partners in
a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holding our common
units, should consult a tax advisor regarding the tax consequences to them of the partnership’s ownership of our common units.
Distributions
Distributions we pay to a Non-U.S. Holder will not be subject to U.S. federal income tax or withholding tax if the Non-
U.S. Holder is not engaged in a U.S. trade or business. If the Non-U.S. Holder is engaged in a U.S. trade or business, our distributions
will be subject to U.S. federal income tax in the same manner as a U.S. Holder to the extent they constitute income effectively
connected with the Non-U.S. Holder’s U.S. trade or business. Effectively connected dividends received by a corporate Non-U.S.
Holder may also be subject to an additional U.S. branch profits tax at a 30% rate (or, if applicable, a lower treaty rate). However,
distributions paid to a Non-U.S. Holder that is engaged in a trade or business may be exempt from taxation under an income tax
treaty if the income arising from the distribution is not attributable to a U.S. permanent establishment maintained by the Non-U.S.
Holder.
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Disposition of Units
In general, a Non-U.S. Holder is not subject to U.S. federal income tax or withholding tax on any gain resulting from the
disposition of our common units provided the Non-U.S. Holder is not engaged in a U.S. trade or business. A Non-U.S. Holder
that is engaged in a U.S. trade or business will be subject to U.S. federal income tax in the event the gain from the disposition of
units is effectively connected with the conduct of such U.S. trade or business (provided, in the case of a Non-U.S. Holder entitled
to the benefits of an income tax treaty with the United States, such gain also is attributable to a U.S. permanent establishment).
However, even if not engaged in a U.S. trade or business, individual Non-U.S. Holders may be subject to tax on gain resulting
from the disposition of our common units if they are present in the United States for 183 days or more during the taxable year in
which those units are disposed and meet certain other requirements.
Backup Withholding and Information Reporting
In general, payments to a non-corporate U.S. Holder of distributions or the proceeds of a disposition of common units
will be subject to information reporting. These payments to a non-corporate U.S. Holder also may be subject to backup withholding
if the non-corporate U.S. Holder:
•
•
fails to provide an accurate taxpayer identification number;
is notified by the IRS that it has failed to report all interest or corporate distributions required to be reported on its
U.S. federal income tax returns; or
•
in certain circumstances, fails to comply with applicable certification requirements.
Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by
certifying their status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable.
Backup withholding is not an additional tax. Rather, a unitholder generally may obtain a credit for any amount withheld
against its liability for U.S. federal income tax (and obtain a refund of any amounts withheld in excess of such liability) by timely
filing a U.S. federal income tax return with the IRS.
In addition, individual citizens or residents of the United States holding certain “foreign financial assets” (which generally
includes stock and other securities issued by a foreign person unless held in account maintained by a financial institution) that
exceed certain thresholds (the lowest being holding foreign financial assets with an aggregate value in excess of: (1) $50,000 on
the last day of the tax year or (2) $75,000 at any time during the tax year) are required to report information relating to such assets.
Significant penalties may apply for failure to satisfy the reporting obligations described above. Unitholders should consult their
tax advisors regarding their reporting obligations, if any, that would result from their purchase, ownership or disposition of our
units.
Non-United States Tax Considerations
Marshall Islands Tax Consequences
The following discussion is based upon the current laws of the Republic of the Marshall Islands applicable to persons
who do not reside in, maintain offices in or engage in business in the Republic of the Marshall Islands.
We and certain of our subsidiaries are incorporated in the Marshall Islands. Under current Marshall Islands law, we are
not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends
by us to unitholders that are not residents or domiciled or carrying any commercial activity in the Marshall Islands, nor will such
unitholders be subject to any Marshall Islands taxation on the sale or other disposition of common units.
United Kingdom Tax Consequences
The following is a discussion of the material United Kingdom tax consequences that may be relevant to prospective
unitholders who are persons not resident for tax purposes in the United Kingdom (non-U.K. Holders).
Prospective unitholders who are resident in the United Kingdom are urged to consult their own tax advisors regarding
the potential United Kingdom tax consequences to them of an investment in our common units. For this purpose, a company
incorporated outside of the United Kingdom will be treated as resident in the United Kingdom in the event its central management
and control is carried out in the United Kingdom.
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The discussion that follows is based upon existing United Kingdom legislation and current H.M. Revenue & Customs
practice as of the date of this Annual Report. Changes in these authorities may cause the tax consequences to vary substantially
from the consequences of unit ownership described below. Unless the context otherwise requires, references in this section to
“we,” “our” or “us” are references to Golar LNG Partners LP.
Taxation of Non-U.K. Holders
Under the United Kingdom Tax Acts, non-U.K. holders will not be subject to any United Kingdom taxes on income or
profits (including chargeable (capital) gains) in respect of the acquisition, holding, disposition or redemption of the common units,
provided that:
• we are not treated as carrying on business in the United Kingdom;
•
•
such holders do not have a fixed base or permanent establishment in the United Kingdom to which such common
units pertain; and
such holders do not use or hold and are not deemed or considered to use or hold their common units in the course
of carrying on a business in the United Kingdom.
A non-United Kingdom resident company or an individual not resident in the United Kingdom that carries on a business
in the United Kingdom through a partnership is subject to United Kingdom tax on income derived from the business carried on
by the partnership in the United Kingdom. Nonetheless, we expect to conduct our affairs in such a manner that we will not be
treated as carrying on business in the United Kingdom. Consequently, we expect that non-U.K. Holders will not be considered
to be carrying on business in the United Kingdom for the purposes of the United Kingdom Tax Acts solely by reason of the
acquisition, holding, disposition or redemption of their common units.
While we do not expect it to be the case, if the arrangements we propose to enter into result in our being considered to
carry on business in the United Kingdom for the purposes of the United Kingdom Tax Acts, our unitholders would be considered
to be carrying on business in the United Kingdom and would be required to file tax returns with the United Kingdom taxing
authority and, subject to any relief provided in any relevant double taxation treaty (including, in the case of holders resident in
the United States, the double taxation agreement between the United Kingdom and the United States), would be subject to taxation
in the United Kingdom on any income and chargeable gains that are considered to be attributable to the business carried on by us
in the United Kingdom.
EACH PROSPECTIVE UNITHOLDER IS URGED TO CONSULT HIS OWN TAX COUNSEL OR OTHER ADVISOR
WITH REGARD TO THE LEGAL AND TAX CONSEQUENCES OF UNIT OWNERSHIP UNDER THEIR PARTICULAR
CIRCUMSTANCES.
F. Dividends and Paying Agents
Not applicable.
G. Statements by Experts
Not applicable.
H. Documents on Display
Documents concerning us that are referred to herein may be inspected at our principal executive headquarters at 2nd
Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 08, Bermuda.Those documents electronically filed via the SEC’s
Electronic Data Gathering, Analysis, and Retrieval (or EDGAR) system may also be obtained from the SEC’s website at
www.sec.gov, free of charge, or from the SEC’s Public Reference Section at 100 F Street, NE, Washington, D.C. 20549, at prescribed
rates. Further information on the operation of the SEC public reference rooms may be obtained by calling the SEC at 1-800-
SEC-0330.
I. Subsidiary Information
Not applicable.
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Item 11. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various market risks, including interest rate and foreign currency exchange risks. We enter into a
variety of derivative instruments and contracts to maintain the desired level of exposure arising from these risks.
Our policy is to hedge our exposure to risks, where possible, within boundaries deemed appropriate by management.
A discussion of our accounting policies for derivative financial instruments is included in Note 2 — Significant Accounting
Policies to our audited consolidated and combined financial statements. Further information on our exposure to market risk is
included in Note 24 — Financial Instruments to our audited consolidated and combined financial statements included elsewhere
in this Annual Report.
The following analyses provide quantitative information regarding our exposure to foreign currency exchange rate risk
and interest rate risk. There are certain shortcomings inherent in the sensitivity analyses presented, primarily due to the assumption
that exchange rates change in a parallel fashion and that interest rates change instantaneously.
Interest rate risk. A significant portion of our long-term debt is subject to adverse movements in interest rates. Our
interest rate risk management policy permits economic hedge relationships in order to reduce the risk associated with adverse
fluctuations in interest rates. We use interest rate swaps and fixed rate debt to manage the exposure to adverse movements in
interest rates. Interest rate swaps are used to convert floating rate debt obligations to a fixed rate in order to achieve an overall
desired position of fixed and floating rate debt. Credit exposures are monitored on a counterparty basis, with all new transactions
subject to senior management approval.
As of December 31, 2014, the notional amount of the designated interest rate swaps hedged against our debt was $438.8
million. The principal of the loans and net capital lease obligations, net of restricted cash, outstanding as of December 31, 2014
was $1,031.1 million. Based on our floating rate debt and net capital lease obligations outstanding of $572.4 million as of December
31, 2014, a 1% increase in the floating interest rate would increase interest expense by $4.1 million for the year ended December
31, 2014. For disclosure of the fair value of the derivatives and debt obligations outstanding as of December 31, 2014, please read
Note 24 to our audited consolidated and combined financial statements included elsewhere in this Annual Report.
Foreign currency risk. A substantial amount of our transactions, assets and liabilities are denominated in currencies other
than U.S. Dollars, such as GBPs, in relation to the administrative expenses we will be charged by Golar Management in the UK
and operating expenses incurred in a variety of foreign currencies and Brazilian Reals in respect of our Brazilian subsidiary which
receives income and pays expenses in Brazilian Reals. Based on our GBP expenses for the year ended December 31, 2014, a 10%
depreciation of the U.S. Dollar against GBP would have increased our expenses by approximately $0.7 million. Based on our
Brazilian Reals expenses for the year ended December 31, 2014, a 10% depreciation of the U.S. Dollar against the Brazilian Reals
would have increased our net revenue and expenses by approximately $1.0 million.
The base currency of the majority of our seafaring officers’ remuneration was the Euro, Indonesian Rupiah or Brazilian
Reals. Based on the crew costs for the year ended December 31, 2014, a 10% depreciation of the U.S. Dollar against the Euro,
Indonesian Rupiah and the Brazilian Reals would increase our crew cost by approximately $1.8 million.
We are exposed to some extent in respect of the lease transaction entered into with respect to the Methane Princess, which
is denominated in British Pounds, although it is hedged by the British Pound cash deposit that secures the obligations under the
lease. We use cash from the deposit to make payments in respect of the lease transaction entered into with respect to the Methane
Princess. Gains or losses that we incur are unrealized unless we choose or are required to withdraw monies from or pay additional
monies into the deposit securing this obligation. Among other things, movements in interest rates give rise to a requirement for
us to adjust the amount of the British Pound cash deposit. Based on this lease obligation and the related cash deposit as of December
31, 2014, a 10% appreciation in the U.S. Dollar against British Pounds would give rise to a foreign exchange movement of
approximately $0.8 million.
We issued senior unsecured high-yield bonds denominated in Norwegian Kroner. We are therefore exposed to the currency
movements on the liability of $174.5 million as of December 31, 2014. In order to hedge this exposure, we entered into cross
currency interest rate swaps with banks to exchange our Norwegian payment obligations into U.S. Dollar payment obligations.
We could be exposed to a currency fluctuation risk if upon the occurrence of a change of control event, the bondholders exercise
their right of pre-payment.
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Item 12. Description of Securities Other than Equity Securities
Not applicable.
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PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15. Controls and Procedures
(a) Disclosure Controls and Procedures
Management assessed the effectiveness of the design and operation of our disclosure controls and procedures pursuant
to Rule 13a-15(e) of the Securities Exchange Act of 1934, as of the end of the period covered by this annual report as of December
31, 2014. Based upon that evaluation, our principal executive officer and principal financial and accounting officer concluded
that our disclosure controls and procedures were effective as of the evaluation date.
(b) Management's Annual Report on Internal Control over Financial Reporting
In accordance with the requirements of Rule 13a-15 of the Securities Exchange Act of 1934, the following report is
provided by management in respect of our internal control over financial reporting. As defined by the Securities and Exchange
Commission, internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive
Officer and Chief Financial Officer, or persons performing similar functions, and effected by our Board of Directors, management
and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the
Consolidated Financial Statements for external purposes in accordance with GAAP and includes those policies and procedures
that:
•
•
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Partnership;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with GAAP, and that receipts and expenditures of the Partnership are being made only in accordance with
authorizations of management and directors of the Partnership; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
the Partnership’s assets that could have a material effect on the financial statements.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control system was designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our published Consolidated
Financial Statements for external purposes under GAAP.
In connection with the preparation of our annual Consolidated Financial Statements, management has undertaken an
assessment of the effectiveness of our internal control over financial reporting as of December 31, 2014, based on criteria established
in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organisations of the Treadway
Commission.
Management’s assessment included an evaluation of the design of the Partnership's internal control over financial reporting
and testing of the operational effectiveness of those controls. Based on this assessment, management has concluded and hereby
reports that as of December 31, 2014, the Partnership’s internal control over financial reporting is effective.
(c) Attestation Report of the Registered Public Accounting Firm
The effectiveness of the Partnership's internal control over financial reporting as of December 31, 2014 has been audited
by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears on page F-3 of
our Consolidated Financial Statements.
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(d) Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this
annual report that have materially affected, or are reasonably likely to materially affect, the Partnership's internal control over
financial reporting.
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
Our board of directors has determined that Kate Blankenship qualifies as an audit committee financial expert and is
independent under applicable Nasdaq and SEC standards.
Item 16B. Code of Ethics
We have adopted the Golar LNG Partners LP Corporate Code of Business Ethics and Conduct that applies to all of our
employees and our officers and directors. This document is available under the “Corporate Governance” tab in the “Investor
Relations” section of our website (www.golarlngpartners.com). We intend to disclose, under this tab of our web site, any waivers
to or amendments of the Golar LNG Partners LP Corporate Code of Business Ethics and Conduct for the benefit of any of our
directors and executive officers.
Item 16C. Principal Accountant Fees and Services
In August 2014, we engaged Ernst & Young LLP as our principal accountants and PricewaterhouseCoopers LLP was
dismissed. The decision to change accountants was approved by the Audit Committee and our Board of Directors. Our principal
accountant for 2013 was PricewaterhouseCoopers LLP.
Fees Incurred by the Partnership for Ernst & Young LLP and PricewaterhouseCoopers LLP’s Services
In 2014 and 2013, the fees rendered by the auditors were as follows:
Audit Fees
Tax Fees
Audit Fees
2014
2013
$
$
602,385
64,040
666,425
$
$
847,579
33,670
881,249
Audit fees for 2014 and 2013 include fees related to aggregate fees billed for professional services rendered by the
principal accountant, for the audit of the Partnership’s annual financial statements and services provided by the principal accountant,
in connection with statutory and regulatory filings or engagements for the two most recent fiscal years.
Total audit fees incurred with respect to Ernst & Young LLP were approximately $0.5 million and $nil for 2014 and 2013,
respectively. Total audit fees incurred with respect to PricewaterhouseCoopers LLP were approximately $0.1 million and $0.8
million for 2014 and 2013, respectively.
In addition, audit fees in 2013 include fees of $0.2 million relating to professional services comprising of assurance work
in connection with financing and other agreements in connection with our acquisition of the Golar Maria in January 2013 and
our December 2013 Equity Offerings.
Tax Fees
Tax fees for 2014 and 2013 are largely for tax consultation services, provided by Ernst & Young LLP and
PricewaterhouseCoopers LLP, respectively.
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The Audit Committee has the authority to pre-approve permissible audit-related and non-audit services not prohibited
by law to be performed by our independent auditors and associated fees. Engagements for proposed services either may be
separately pre-approved by the audit committee or entered into pursuant to detailed pre-approval policies and procedures established
by the audit committee, as long as the audit committee is informed on a timely basis of any engagement entered into on that basis.
The audit committee separately pre-approved all engagements and fees paid to our principal accountant in 2014.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item 16F. Change in Registrants’ Certifying Accountant
On August 14, 2014, our Audit Committee and Board of Directors approved the appointment of Ernst & Young LLP
(“Ernst &Young”) as our principal accountants. PricewaterhouseCoopers LLP was previously our principal accountants. Following
the Audit Committee’s approval of Ernst & Young LLP, PricewaterhouseCoopers LLP was dismissed.
The audit reports of PricewaterhouseCoopers LLP on the consolidated financial statements of the Partnership as of and
for the years ended December 31, 2012 and 2013 did not contain any adverse opinion or disclaimer of opinion, nor was the opinion
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two fiscal years ended December 31, 2013, and the subsequent period through August 14, 2014, there were:
(1) no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinions to the subject matter of the disagreement, or (2) no reportable events as defined
under Item 16F(a)(1)(v).
The Partnership has requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to the SEC stating
whether or not it agrees with the above statements. A copy of such letter, dated April 29, 2015, is filed as Exhibit 99.1 to this Form
20-F.
Item 16G. Corporate Governance
Because we qualify as a foreign private issuer under SEC rules, we are permitted to follow the corporate governance
practices of the Marshall Islands (the jurisdiction in which we are organized) in lieu of certain Nasdaq corporate governance
requirements that would otherwise be applicable to us.
Nasdaq rules do not require a listed company that is a foreign private issuer to have a board of directors that is comprised
of a majority of independent directors. Under Marshall Islands law, we are not required to have a board of directors comprised
of a majority of directors meeting the independence standards described in Nasdaq rules. In addition, Nasdaq rules do not require
limited partnerships like us to have boards of directors comprised of a majority of independent directors.
Nasdaq rules do not require foreign private issuers like us to establish a compensation committee or a nominating/corporate
governance committee. Similarly, under Marshall Islands law, we are not required to have a compensation committee or a
nominating/corporate governance committee. In addition, Nasdaq rules do not require limited partnerships like us to have a
compensation committee or a nominating/corporate governance committee. Accordingly, we do not have a compensation
committee or a nominating/corporate governance committee.
Item 16H. Mine Safety Disclosure
Not applicable.
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PART III
Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
The following financial statements, together with the related reports of Ernst & Young LLP, Independent Registered
Public Accounting Firm thereon, are filed as part of this Annual Report appearing on pages F-1 through F-51.
Item 19. Exhibits
The following exhibits are filed as part of this Annual Report:
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Exhibit
Number
1.1**
1.2**
4.1**
4.2**
4.2(a)**
4.3**
4.4**
4.5**†
4.6**†
4.7**†
4.10**†
4.11**†
4.13**
4.14**
4.15**
4.16**
Description
Certificate of Limited Partnership of Golar LNG Partners LP (incorporated by reference to Exhibit 3.1 to the
registrant’s Registration Statement on Form F-1 (Registration No. 333-173160))
First Amended and Restated Agreement of Limited Partnership of Golar LNG Partners LP (incorporated by
reference to the Exhibits of the Partnership's Annual Report on Form 20-F for fiscal year ended December
31, 2011)
Facility Agreement dated September 29, 2008 for a Senior Secured Revolving Credit Facility by and among
Golar LNG Partners L.P. (as borrower) and the Banks and Financial Institutions Referred to therein (as
lenders) (incorporated by reference to Exhibit 10.1 to the registrant’s Registration Statement on Form F-1
(Registration No. 333-173160))
Omnibus Agreement dated April 13, 2011, by and among Golar LNG Ltd., Golar LNG Partners LP, Golar
GP LLC and Golar Energy Limited (incorporated by reference to the Exhibits of the Partnership's Annual
Report on Form 20-F for fiscal year ended December 31, 2011)
Amendment No. 1 to Omnibus Agreement, dated October 5, 2011 by and among Golar LNG Ltd., Golar
LNG Partners LP, Golar GP LLC and Golar Energy Limited (incorporated by reference to the Exhibits of the
Partnership's Annual Report on Form 20-F for fiscal year ended December 31, 2011)
First Amended and Restated Management and Administrative Services Agreement, effective as of July 1,
2011, between Golar LNG Partners LP and Golar Management Limited (incorporated by reference to the
Exhibits of the Partnership's Annual Report on Form 20-F for fiscal year ended December 31, 2011)
Contribution and Conveyance Agreement, dated as of April 5, 2011, among Golar LNG Limited, Golar GP
LLC, Golar LNG Partners LP, Golar LNG Holding Co., and Golar Partners Operating LLC (incorporated by
reference to the Exhibits of the Partnership's Annual Report on Form 20-F for fiscal year ended December
31, 2011)
Time Charter Party dated July 2, 1997 between Faraway Maritime Shipping Company and Pertamina
(incorporated by reference to Exhibit 10.5 to the registrant’s Registration Statement on Form F-1
(Registration No. 333-173160))
Time Charter Party dated August 27, 2003 between Golar 2215 UK Ltd. and Methane Services Limited
(incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form F-1
(Registration No. 333-173160))
Time Charter Party dated September 4, 2007 between Golar Spirit UK Ltd. and Petróleo Brasileiro S.A.
(incorporated by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form F-1
(Registration No. 333-173160))
Time Charter Party dated September 4, 2007 between Golar Winter UK Ltd. and Petróleo Brasileiro S.A.
(incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form F-1
(Registration No. 333-173160))
Operation and Services Agreement dated September 4, 2007 between Golar Serviços de Operação de
Embarcações Limitada and Petróleo Brasileiro S.A. (incorporated by reference to Exhibit 10.11 to the
registrant’s Registration Statement on Form F-1 (Registration No. 333-173160))
Form of Management Agreement with Golar Management Limited (incorporated by reference to
Exhibit 10.13 to the registrant’s Registration Statement on Form F-1 (Registration No. 333-173160))
$20.0 Million Revolving Credit Agreement by and between Golar LNG Partners LP and Golar LNG Limited
(incorporated by reference to the Exhibits of the Partnership's Annual Report on Form 20-F for fiscal year
ended December 31, 2011)
Purchase, Sale and Contribution Agreement, dated October 5, 2011, by and between Golar LNG Partners LP,
Golar Partners Operating LLC and Golar LNG Ltd., providing for, among other things, the acquisition of the
Golar Freeze (incorporated by reference to the Exhibits of the Partnership's Annual Report on Form 20-F for
fiscal year ended December 31, 2011)
Loan Agreement, dated October 18, 2011, by and between Golar LNG Limited as the lender and Golar LNG
Partners LP as the borrower (incorporated by reference to the Exhibits of the Partnership's Annual Report on
Form 20-F for fiscal year ended December 31, 2011)
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Exhibit
Number
4.17**
4.18**
4.19**
4.20**
4.21**
4.22**
4.23**
4.24**
4.25**
4.26**
4.27**
4.28**
4.29**
4.30*
4.31*
4.32*
Description
Purchase, Sale and Contribution Agreement, dated July 9, 2012, by and between Golar LNG Partners
LP, Golar Partners Operating LLC and Golar LNG Ltd., providing for, among other things, the
acquisition of the NR Satu (incorporated by reference to Exhibit 10.2 to the registrant’s Report of
Foreign Issuer on Form 6-K filed on July 16, 2012)
Purchase, Sale and Contribution Agreement, dated November 1, 2012, by and between Golar LNG
Partners LP, Golar Partners Operating LLC and Golar LNG Ltd., providing for, among other things, the
acquisition of the Golar Grand (incorporated by reference to Exhibit 10.2 to the registrant’s Report of
Foreign Issuer on Form 6-K filed on November 6, 2012)
$175 million Facility Agreement, dated December 14, 2012, by and among a group of banks as the
lender and PT Golar Indonesia as the borrower (incorporated by reference to Exhibit 10.3 to the
registrant’s Report of Foreign Issuer on Form 6-K filed on February 5, 2013)
Purchase, Sale and Contribution Agreement, dated January 30, 2013, by and between Golar LNG
Partners LP, Golar Partners Operating LLC and Golar LNG Ltd., providing for, among other things, the
acquisition of the Golar Maria (incorporated by reference to Exhibit 10.2 to the registrant’s Report of
Foreign Issuer on Form 6-K filed on February 5, 2013)
Bond Agreement dated October 11, 2012 between Golar LNG Partners LP and Norsk Tillitsmann ASA
as bond trustee (incorporated by reference to Exhibit 10.3 to the registrant’s Report of Foreign Issuer on
Form 6-K filed on November 6, 2012)
$275 million Facility Agreement, dated June 25, 2013, by and among a group of banks as the lender and
Golar Partners Operating LLC as the borrower (incorporated by reference to Exhibit 4.1 to the
registrant’s Report of Foreign Issuer on Form 6-K filed on September 30, 2013)
Purchase, Sale and Contribution Agreement, dated December 5, 2013, by and between Golar LNG
Partners LP, Golar Partners Operating LLC and Golar LNG Ltd., providing for, among other things, the
acquisition of the Golar Igloo (incorporated by reference to Exhibit 10.1 to the registrant’s Report of
Foreign Issuer on Form 6-K filed on December 10, 2013)
Facility Agreement between Golar Hull M021 Corp, Golar Hull M026 Corp, Golar Hull M2031 Corp,
Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp,
Golar LNG NB 12 Corporation, and a consortium of banks for $1.125 billion facility, dated July 24,
2013 (incorporated by reference to Exhibit 10.1 to the registrant's Report of Foreign Issuer on Form 6-K
filed on December 8, 2014)
Supplemental Agreement between Golar Hull M021 Corp, Golar Hull M026 Corp, Golar Hull M2031
Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024
Corp, Golar LNG NB 12 Corporation, and a consortium of banks for $1.125 billion facility, dated July
25, 2013 (incorporated by reference to Exhibit 10.1 to the registrant's Report of Foreign Issuer on Form
6-K filed on December 8, 2014)
Second Supplemental Agreement between Golar Hull M021 Corp, Golar Hull M026 Corp, Golar Hull
M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull
M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for $1.125 billion facility,
dated August 28, 2014 (incorporated by reference to Exhibit 10.1 to the registrant's Report of Foreign
Issuer on Form 6-K filed on December 8, 2014)
Purchase, Sale and Contribution Agreement of the acquisition of the Golar Eskimo dated December 15,
2014 among Golar LNG Ltd, Golar LNG Partners LP and Golar Partners Operating LLC (incorporated
by reference to Exhibit 10.1 to the registrant's Report of Foreign Issuer on Form 6-K filed on December
19, 2014)
Letter Agreement, dated as of January 20, 2015, by and between Golar LNG Partners LP and Golar
LNG Limited (incorporated by reference to Exhibit 10.3 to the registrant’s Report of Foreign Issuer on
Form 6-K filed on January 22, 2015)
Loan Agreement, dated as of January 20, 2015, by and between Golar LNG Partners LP and Golar LNG
Limited (incorporated by reference to Exhibit 10.3 to the registrant’s Report of Foreign Issuer on Form
6-K filed on January 22, 2015)
$120 million Loan Agreement dated April 19, 2006 and as amended on February 27, 2008, among Golar
LNG 2234 Corporation, as Borrower, Fokus Bank ASA, as Swap Bank, Agent and Security Trustee and
the lenders party thereto
$125 million Facilities Agreement dated June 17, 2010, among Golar Freeze Holding Co., DnB NOR
Bank ASA, as Facility Agent and Security Agent, the lenders party thereto and the other parties thereto
Supplemental Deed, dated December 23, 2014, relating to the $120 million Loan Agreement dated April
19, 2006, among Golar LNG 2234 Corporation, as Borrower, Fokus Bank ASA, as Swap Bank, Agent
and Security Trustee and the lenders party thereto
126
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4.33*
8.1*
12.1*
12.2*
13.1*
13.2*
15.1*
15.2*
99.1*
101. INS
101. SCH
101. CAL
101. DEF
101. LAB
101. PRE
Supplemental Deed, dated April 29, 2015, between Golar LNG Limited, as lender and Golar LNG
Partners LP as borrower.
Subsidiaries of Golar LNG Partners LP
Rule 13a-14(a)/15d-14(a) Certification of Golar LNG Partners LP Principal Executive Officer
Rule 13a-14(a)/15d-14(a) Certification of Golar LNG Partners LP Principal Financial and Accounting
Officer
Certification under Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
Certification under Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial and
Accounting Officer
Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP
Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP
Letter from PricewaterhouseCoopers, Inc. addressed to the SEC regarding the disclosure provided in
Item 16F
XBRL Instance Document
XBRL Taxonomy Extension Schema
XBRL Taxonomy Extension Schema Calculation Linkbase
XBRL Taxonomy Extension Schema Definition Linkbase
XBRL Taxonomy Extension Schema Label Linkbase
XBRL Taxonomy Extension Schema Presentation Linkbase
_________________________
* Filed herewith.
** Incorporated by reference.
† Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed
separately with the Securities and Exchange Commission.
127
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused
and authorized the undersigned to sign this annual report on its behalf.
GOLAR LNG PARTNERS LP
By:
/s/ Graham Robjohns
Name:
Title:
Graham Robjohns
Principal Executive Officer
Date: April 29, 2015
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INDEX TO FINANCIAL STATEMENTS
GOLAR LNG PARTNERS LP
AUDITED CONSOLIDATED AND COMBINED CARVE-OUT FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firms
Consolidated and Combined Carve-Out Statements of Operations for the years ended December 31, 2014, 2013
and 2012
Consolidated and Combined Carve-Out Statements of Comprehensive Income for the years ended December 31,
2014, 2013 and 2012
Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated and Combined Carve-Out Statements of Cash Flows for the years ended December 31, 2014, 2013
and 2012
Consolidated and Combined Carve-Out Statements of Changes in Partners’ Capital/Owners’ and Dropdown
Predecessor Equity for the years ended December 31, 2014, 2013 and 2012
Notes to the Audited Consolidated and Combined Carve-Out Financial Statements
Page
F-2
F-5
F-6
F-7
F-8
F-10
F-11
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Partners of Golar LNG Partners LP:
We have audited the accompanying consolidated balance sheet of Golar LNG Partners LP as of December 31, 2014 and the related
consolidated statements of operations, comprehensive income, changes in partners’ capital and cash flows for the period ended
December 31, 2014. These financial statements are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position
of Golar LNG Partners LP at December 31, 2014, and the consolidated results of its operations and its cash flows for the period
ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Golar
LNG Partners LP’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) and our report dated April 29, 2015 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Ernst & Young LLP
London, United Kingdom
April 29, 2015
F-2
Table of Contents
The Board of Directors and Unitholders of Golar LNG Partners LP (and subsidiaries)
We have audited Golar LNG Partners LP's internal control over financial reporting as of December 31, 2014, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). Golar LNG Partners LP management is responsible for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting
included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is
to express an opinion on the Partnership’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A Partnership’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the Partnership; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Golar LNG Partners LP maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
2014 consolidated financial statements of Golar LNG Partners LP and our report dated April 29, 2015 expressed an unqualified
opinion thereon.
/s/ Ernst & Young LLP
Ernst & Young LLP
London, United Kingdom
April 29, 2015
F-3
Table of Contents
Report of Independent Registered Public Accounting Firm
To Board of Directors and Partners of Golar LNG Partners LP:
In our opinion, the consolidated balance sheet as of December 31, 2013 and the related consolidated and combined carve-out
statements of operations, comprehensive income, changes in partners’ capital/owners’ and dropdown predecessor equity and cash
flows for each of two years in the period ended December 31, 2013 present fairly, in all material respects, the financial position
of Golar LNG Partners LP and its subsidiaries at December 31, 2013, and the results of their operations and their cash flows for
each of the two years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
United Kingdom
April 30, 2014
F-4
Table of Contents
GOLAR LNG PARTNERS LP
CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 2014, 2013 AND 2012
(in thousands of $, except per unit amounts)
Operating revenues
Time charter revenues
Total operating revenues
Operating expenses
Vessel operating expenses (1)
Voyage and commission expenses
Administrative expenses (2)
Depreciation and amortization
Total operating expenses
Operating income
Financial income (expense)
Interest income
Interest expense (3)
Other financial items, net
Net financial expenses
Income before income taxes
Income taxes
Net income
Net income attributable to non-controlling interest
Net income attributable to Golar LNG Partners LP
Owners
Dropdown Predecessor’s interest in net income
General Partner’s interest in net income (4)
Limited Partners’ interest in net income
Earnings per unit:
Common units (basic and diluted)
Cash distributions declared and paid per unit in the
period
Notes
2014*
2013*
2012**
6
7
8
28
28
396,026
396,026
59,191
6,048
5,757
80,574
151,570
244,456
1,131
(43,781)
(22,118)
(64,768)
179,688
5,047
184,735
(10,581)
329,190
329,190
52,390
5,239
5,194
66,336
129,159
200,031
1,097
(43,195)
(1,661)
(43,759)
156,272
(5,453)
150,819
(9,523)
174,154
141,296
—
23,908
150,246
2.47
2.14
—
13,796
127,500
2.31
2.05
286,630
286,630
45,474
4,471
7,269
51,167
108,381
178,249
1,797
(38,090)
(5,389)
(41,682)
136,567
(9,426)
127,141
(10,723)
116,418
28,015
2,750
85,653
2.08
1.78
___________________________________________
(1) This includes related party ship management fee recharges of $7.7 million, $6.7 million and $4.2 million for the years ended December 31, 2014, 2013 and
2012, respectively. See note 25.
(2) This includes related party management and administrative fee recharges of $2.9 million, $2.6 million and $2.9 million for the years ended December 31,
2014, 2013 and 2012, respectively. See note 25.
(3) This includes related party interest expense of $nil, $2.0 million and $18.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. See
note 25.
(4) This includes net income attributable to IDR holders of $18.3 million, $11.0 million and $nil for the years ended December 31, 2014, 2013 and 2012,
respectively.
* 2014 and 2013 refers to the Consolidated Statements of Operations.
** 2012 refers to the Consolidated and Combined Carve-out Statement of Operations.
The accompanying notes are an integral part of these financial statements.
F-5
Table of Contents
CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF COMPREHENSIVE INCOME FOR THE
YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012
GOLAR LNG PARTNERS LP
(in thousands of $)
Net income
Unrealized net gain (loss) on qualifying cash flow hedging instruments:
Other comprehensive (loss) income before reclassification (1)
Amounts reclassified from accumulated other comprehensive income
(loss) to statement of operations (2)
Net other comprehensive income (loss)
Comprehensive income
Comprehensive income attributable to:
Partners’ and Dropdown Predecessor Equity
Non-controlling interest
2014*
184,735
2013*
150,819
(1,031)
1,339
308
7,370
(775)
6,595
185,043
157,414
174,462
10,581
185,043
147,891
9,523
157,414
2012**
127,141
(3,950)
—
(3,950)
123,191
112,468
10,723
123,191
__________________________________________
(1) There is no tax impact on any of the periods presented.
(2) Amounts reclassified from accumulated other comprehensive income (loss) to 'Other financial items, net' on the consolidated and combined carve-out statements
of operations relate to losses (gains) on cash flow hedges in respect of interest rate swaps.
* 2014 and 2013 refers to the Consolidated Statements of Comprehensive Income.
** 2012 refers to the Consolidated and Combined Carve-out Statement of Comprehensive Income.
The accompanying notes are an integral part of these financial statements.
F-6
Table of Contents
GOLAR LNG PARTNERS LP
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2014 AND 2013
(in thousands of $)
Notes
2014
2013
ASSETS
Current assets
Cash and cash equivalents
Restricted cash and short-term investments
Trade accounts receivable
Other receivables, prepaid expenses and accrued income
Inventories
Total current assets
Long-term assets
Restricted cash
Vessels and equipment, net
Vessel under capital lease, net
Intangible assets, net
Deferred charges
Other non-current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities
Short-term debt due to related parties
Current portion of long-term debt
Trade accounts payable
Accrued expenses
Amounts due to related parties
Other current liabilities
Total current liabilities
Long-term liabilities
Long-term debt
Obligations under capital lease
Other long-term liabilities
Total liabilities
Commitments and contingencies (See Note 26)
Equity
Partners’ capital:
Common unitholders: 45,663,096 units issued and outstanding at December 31, 2014 and
2013
Subordinated unitholders: 15,949,831 units issued and outstanding at December 31, 2014
and 2013
General partner interest: 1,257,408 units issued and outstanding at December 31, 2014 and
2013
Total partners’ capital
Accumulated other comprehensive loss
Non-controlling interest
Total equity
Total liabilities and equity
The accompanying notes are an integral part of these financial statements.
F-7
17
11
12
17
13
14
15
16
18
25
21
19
25
20
21
22
23
98,998
25,831
9,122
7,516
89
141,556
146,552
1,501,170
122,253
16,032
13,356
15,283
1,956,202
20,000
124,221
2,621
21,700
9,851
99,481
277,874
103,100
24,451
717
7,026
1,085
136,379
145,725
1,281,591
127,693
—
14,270
15,561
1,721,219
—
156,363
1,587
20,088
5,989
57,045
241,072
908,311
150,997
17,281
1,354,463
733,108
159,008
17,904
1,151,092
490,824
475,610
12,063
6,900
33,320
536,207
(2,086)
534,121
67,618
601,739
1,956,202
19,234
501,744
(2,394)
499,350
70,777
570,127
1,721,219
Table of Contents
GOLAR LNG PARTNERS LP
CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS FOR
THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012
(in thousands of $)
Operating activities
Net income
Notes
2014*
2013*
2012**
184,735
150,819
127,141
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Recognition of foreign tax losses
Release of deferred tax asset
Amortization of deferred tax benefit on intragroup transfers
Amortization of deferred charges
Unrealized foreign exchange (gains) losses
Drydocking expenditure
Interest element included in obligations under capital leases
Change in assets and liabilities, net of effects from purchase of Golar Maria and
Golar Igloo:
Trade accounts receivable
Inventories
Prepaid expenses, accrued income and other assets
Amounts due from/to related parties
Trade accounts payable
Accrued expenses
Other current liabilities
Net cash provided by operating activities
Investing activities
Additions to vessels and equipment
Acquisition of Golar Maria and Golar Igloo, net of cash acquired (1)
Restricted cash and short-term investments
Net cash used in investing activities
Financing activities
Proceeds from issuance of equity, net of issue costs
Proceeds from short-term debt due to related parties
Proceeds from long-term debt
Repayment of short-term debt due to related parties
Repayments of long-term debt
Repayments of obligations under capital lease
Payments in connection with the lease terminations
Financing arrangement fees and other costs
Dividends paid to non-controlling interests
Cash distributions paid
Distribution to Golar for acquisition of the NR Satu
Distribution to Golar for acquisition of the Golar Grand
Contributions from owner’s funding
Net cash used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest paid, net of capitalized interest
Income taxes paid
________________________________________________________
F-8
10
27
21
25(k)
25(k)
80,574
(11,832)
2,308
—
3,554
(674)
(2,468)
1,639
(1,989)
1,005
8,901
6,659
755
24
3,789
276,980
(1,293)
(155,319)
(11,143)
(167,755)
—
20,000
115,000
—
(93,558)
(41)
—
(846)
(13,740)
(140,142)
—
—
—
(113,327)
(4,102)
103,100
98,998
66,336
—
—
—
5,828
(7,435)
(50,979)
233
(717)
971
(9,747)
1,581
(1,820)
(6,632)
241
148,679
(18,152)
(119,927)
54,027
(84,052)
280,586
20,000
230,000
(20,000)
(149,822)
(2,365)
(250,980)
(4,794)
(10,604)
(119,875)
—
—
—
(27,854)
36,773
66,327
103,100
51,167
—
—
(912)
1,123
13,893
(8,288)
401
173
(849)
(6,948)
3,781
2,617
14,015
(7,971)
189,343
(72,286)
—
(6,512)
(78,798)
401,851
—
537,194
—
(427,217)
(6,287)
—
(8,400)
(1,799)
(77,588)
(387,993)
(176,769)
53,572
(93,436)
17,109
49,218
66,327
43,011
2,707
44,651
5,575
40,858
1,444
Table of Contents
(1) In addition to the cash consideration paid for the acquisition of the Golar Igloo and Golar Maria in 2014 and 2013 respectively, there was a non-cash
consideration in relation to the assumption of bank debts of $161.3 million and $89.5 million, respectively (see note 10).
* 2014 and 2013 refers to the Consolidated Statements of Cash Flows.
** 2012 refers to the Consolidated and Combined Carve-out Statement of Cash Flows.
The accompanying notes are an integral part of these financial statements.
F-9
Table of Contents
GOLAR LNG PARTNERS LP
CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL /
OWNERS’ AND DROPDOWN PREDECESSOR EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014, 2013
AND 2012
(in thousands of $)
Dropdown
Predecessor
Equity
Partners’ Capital
Common
Units
Subordinated
Units
General
Partner
Accumulated
Other
Comprehensive
Income
(loss)
Total
before
Non-
controlling
interest
Non-
controlling
Interest
Total
Owner’s
Equity
Combined balance at December 31, 2011
Net income (1)
Movement in invested equity
Non-controlling interest dividends
Other comprehensive loss
Cash distributions
Net proceeds from issuance of common units
Elimination of equity not transferred to the
Partnership
Purchase of NR Satu from Golar (note 25(k))
208,069
28,015
53,572
—
—
—
—
30,163
53,998
—
—
—
(47,725)
393,814
9,046
(387,993)
—
—
Allocation of Dropdown Predecessor equity - NR
Satu (note 25(k))
132,321
(129,671)
Purchase of Golar Grand from Golar (note 25(k))
(176,769)
—
Allocation of Dropdown Predecessor equity -
Golar Grand (note 25(k))
133,739
(131,064)
Consolidated balance at December 31, 2012**
Net income
Cash distributions (2)
Non-controlling interest dividends
Other comprehensive income
Net proceeds from issuance of common units
Contribution to equity (3)
Consolidated balance at December 31, 2013*
Net income
Cash distributions (2)
Non-controlling interest dividends
Other comprehensive income
Contribution to equity
Consolidated balance at December 31, 2014*
—
—
—
—
—
—
—
—
—
—
—
—
—
—
169,515
91,576
(81,096)
—
—
274,974
20,641
475,610
111,351
(96,577)
—
—
440
369
31,655
—
—
—
(28,311)
—
—
—
—
—
—
3,713
35,924
1,537
2,750
—
—
—
(1,552)
8,037
—
—
(2,650)
—
(2,675)
5,447
13,796
(32,737)
(6,042)
—
—
—
—
6,900
38,895
—
—
5,612
421
19,234
23,908
(33,732)
(9,833)
—
—
—
—
—
11
(5,039)
—
—
—
(3,950)
—
—
—
—
—
—
—
(8,989)
—
—
—
6,595
—
—
(2,394)
—
—
—
308
—
235,099
116,418
53,572
62,934
10,723
298,033
127,141
—
53,572
—
(1,799)
(3,950)
(77,588)
401,851
9,046
(387,993)
(1,799)
(3,950)
(77,588)
401,851
9,046
—
—
—
—
— (387,993)
—
—
—
(176,769)
— (176,769)
—
—
—
169,686
141,296
(119,875)
—
6,595
280,586
21,062
499,350
174,154
(140,142)
—
308
451
71,858
241,544
9,523
150,819
— (119,875)
(10,604)
(10,604)
—
—
—
70,777
10,581
6,595
280,586
21,062
570,127
184,735
— (140,142)
(13,740)
(13,740)
—
—
308
451
490,824
12,063
33,320
(2,086)
534,121
67,618
601,739
__________________________________________
(1)
(2)
(3)
The post acquisition net income in 2012 relating to the NR Satu (from July 19, 2012 to December 31, 2012) and the Golar Grand (from November
8, 2012 to December 31, 2012) included within net income amounted to $11.5 million and $4.8 million, respectively.
This includes cash distributions to IDR holders for the year ended December 31, 2014 and 2013 of $5.6 million and $3.7 million, respectively.
In June 2013, the Golar Winter and the Golar Grand were refinanced. We made a cash payment of $251.0 million to the lessors to terminate the
respective lease financing arrangements (including the associated Golar Winter currency swap of $25.3 million) and to acquire the legal title of
both these vessels. The transaction to acquire the legal title of the vessels was between controlled entities, thus, the vessels continue to be recorded
at their historical book values and the difference between the cash payment made and the carrying value of the vessels is an equity contribution.
The contribution recognized was $21.1 million.
* 2014 and 2013 refers to the Consolidated Statements of Changes in Partners' Capital.
** 2012 refers to the Consolidated and Combined Carve-out Statement of Changes in Partners' Capital/Owners' and Dropdown Predecessor Equity.
The accompanying notes are an integral part of these financial statements.
F-10
Table of Contents
GOLAR LNG PARTNERS LP
NOTES TO THE AUDITED CONSOLIDATED AND COMBINED CARVE-OUT FINANCIAL STATEMENTS
1. GENERAL
Golar LNG Partners LP (the "Partnership," "we," "our," or "us") was formed as an indirect wholly-owned subsidiary of Golar
LNG Limited ("Golar") in September 2007 under the laws of the Marshall Islands for the purpose of acquiring the interests in
wholly-owned and partially owned subsidiaries of Golar.
In November 2008, Golar transferred to us interests in certain of its wholly-owned and partially owned subsidiaries that owned a
60% interest in a liquefied natural gas ("LNG") carrier, the Golar Mazo, and which leased the LNG carrier, the Methane Princess,
and the floating storage and regasification unit ("FSRU"), the Golar Spirit.
In April 2011, Golar contributed to us the shares of a subsidiary which leased the FSRU, the Golar Winter.
During April 2011, we completed our initial public offering ("IPO"). In connection with the IPO, (i) we issued to Golar 23,127,254
common units and 15,949,831 subordinated units, representing a 98% limited partner interest in us; (ii) we issued to Golar GP
LLC, a wholly-owned subsidiary of Golar and our general partner (the "General Partner"), a 2% general partner interest in us and
81% of our incentive distribution rights ("IDRs"); (iii) we issued to Golar LNG Energy Limited, a subsidiary of Golar ("Golar
Energy"), 19% of the IDRs; (iv) Golar sold 13,800,000 common units to the public in the IPO and received gross proceeds of
$310.5 million, all as further described in Note 3.
The transfers and contributions of the subsidiaries holding interests in the Golar Mazo, the Methane Princess and the Golar Spirit
in November 2008, and the Golar Winter in April 2011 from Golar to us were deemed to be a reorganization of entities under
common control. As a result, we recorded these transactions at Golar’s historical book values. Accordingly, prior to April 13, 2011
(the closing date of the IPO), Golar LNG Partners LP and its subsidiaries that have interests in four vessels, the Golar Mazo, the
Methane Princess, the Golar Spirit and the Golar Winter ("Initial Fleet"), are collectively referred to as the "Combined Entity".
In October 2011 and July 2012, we acquired from Golar interests in subsidiaries that own and operate the FSRUs, the Golar Freeze
and the Nusantara Regas Satu ("NR Satu"), respectively. In addition, in November 2012, we acquired from Golar interests in
subsidiaries that lease and operate the LNG carrier, the Golar Grand. These transactions are also deemed to be a reorganization
of entities under common control. As a result, our financial statements prior to the date the vessels were acquired were retroactively
adjusted to include these vessels (herein collectively referred to as the "Dropdown Predecessor") during the periods they and we
were under common control of Golar. The excess of the consideration paid by us over Golar’s historical costs is accounted for as
an equity distribution to Golar (refer to note 25(k)).
Under the Partnership Agreement, the general partner has irrevocably delegated to our board of directors the power to oversee
and direct the operations, manage and determine the strategies and policies of Golar Partners. During the period from the IPO in
April 2011 until the time of our first annual general meeting ("AGM") on December 13, 2012, Golar retained the sole power to
appoint, remove and replace all members of our board of directors. From the first AGM, four of our seven board members became
electable by the common unitholders and accordingly, from this date, Golar no longer retains the power to control the board of
directors and, hence, the Partnership. As a result, we are no longer considered to be under common control of Golar, and from
December 13, 2012, we no longer account for vessel acquisitions from Golar as transfers of equity interests between entities under
common control.
In February 2013 and March 2014, we acquired from Golar 100% interests in the subsidiaries that own and operate the LNG
carrier, the Golar Maria, and the FSRU, the Golar Igloo, respectively, which we accounted for as acquisitions of a business.
Accordingly, the results of the Golar Maria and the Golar Igloo are consolidated into our results from the date of their acquisitions.
There has been no retroactive restatement of our financial statements to reflect the historical results of the Golar Maria and the
Golar Igloo prior to their acquisition.
As of December 31, 2014, we operated a fleet of five FSRUs and four LNG carriers. Our vessels operate under long-term charter
contracts with expiration dates between 2017 and 2024, except for the Golar Grand, which operates on a medium-term charter
with an initial term that expired in February 2015. Please see note 25.
F-11
Table of Contents
The consolidated financial statements have been prepared assuming that we will continue as a going concern. As of December 31,
2014, we recorded net current liabilities of $136.3 million. Included in current liabilities are short term loan obligations that mature
before December 31, 2015 and are therefore, presented as current debt. We have a debt facility in respect of the Golar Maria of
$79.5 million that matures in December 2015 and the commercial loan tranche under the Golar Freeze facility of $39.6 million
that matures in June 2015.
In April 2015, we obtained a signed term sheet from certain lenders in an amount equal to the lesser of $180 million or 60% of
the combined fair market value of the Golar Maria and Golar Freeze (of which $120 million is a binding commitment), to refinance
the Golar Maria credit facility and the commercial loan tranche of the Golar Freeze credit facility. The entry into the new credit
agreement to refinance these facilities is subject to the negotiation and execution of a definitive credit agreement and the satisfaction
of conditions ordinarily contained in these types of credit agreements. There is no assurance that such proposed new credit agreement
will be executed or that it will become effective prior to the maturity of the Golar Maria facility and the commercial loan tranche
of the Golar Freeze facility. In addition, the cash expected to be generated from operations (assuming the current market rates
from existing charters) will be sufficient to cover our operational cash outflows and our ongoing obligations under our financing
commitments to pay loan interest and make scheduled loan repayments. Furthermore, included within current liabilities as of
December 31, 2014, are: (i) mark-to-market valuations of swap derivatives of $71.9 million (includes $56.6 million mark-to-
market valuations for our cross-currency interest rate swap). The swaps mature between 2016 and 2020. We have no intention of
terminating these swaps before their maturity and hence realizing these liabilities; (ii) deferred dry docking and operating cost
revenue of $20.6 million which relates to charter hire received in advance from our charterers, thus, no cash outflows are expected
in respect of these liabilities in the next twelve months.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
These consolidated and combined financial statements are prepared in accordance with accounting principles generally accepted
in the United States of America. Investments in entities in which we directly or indirectly hold more than 50% of the voting control
are consolidated in the financial statements, as well as certain variable interest entities in which we are deemed to be the primary
beneficiary. All intercompany balances and transactions are eliminated. The non-controlling interests of the above mentioned
subsidiaries are included in the Balance Sheets and Statements of Operations as "Non-controlling interests".
A variable interest entity ("VIE") is defined by the accounting standard as a legal entity where either (a) equity interest holders,
as a group, lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entity’s
residual risks and rewards, or (b) the equity holders have not provided sufficient equity investment to permit the entity to finance
its activities without additional subordinated financial support, or (c) the voting rights of some investors are not proportional to
their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or
both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately
few voting rights. A party that is a variable interest holder is required to consolidate a VIE if the holder has both (a) the power to
direct the activities that most significantly impact the entity's economic performance and (b) the obligation to absorb losses that
could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the
VIE.
The accompanying consolidated and combined financial statements include the financial statements of the entities listed in Note 4.
As discussed in note 1, from December 13, 2012, we are no longer considered to be under common control with Golar. Any
references to consolidated and combined financial statements and allocations to historical combined carve-out financial statements
pertain to periods prior to November 2012, the date of our last common control dropdown (Golar Grand).
The consolidated and combined financial statements reflect the results of operations, cash flows and net assets of the Combined
Entity including the Dropdown Predecessor, which have been carved out of the consolidated financial statements of Golar. The
historical combined financial statements include revenues, expenses and cash flows directly attributable to our interests in the four
vessels in the Initial Fleet and the Dropdown Predecessor. Accordingly, the historical combined carve-out financial statements for
the year ended December 31, 2012 reflect allocations of certain expenses, including that of administrative expenses including
share options and pension costs, mark-to-market of interest rate and foreign currency swap derivatives and amortization of deferred
tax benefits on intragroup transfers. Allocated costs (income) included in the accompanying consolidated and combined statements
of income are as follows:
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(in thousands of $)
Administrative expenses
Pension costs
Net financial income
2012
1,365
220
(149)
1,436
For the year ended December 31, 2012, the above table includes allocated costs (income) for the combined entity for the Dropdown
Predecessor, for the periods prior to their acquisition from Golar.
These consolidated and combined financial statements include the results of operations and cashflows of the Combined Entity
and the Dropdown Predecessor. In the preparation of these consolidated and combined financial statements, general and
administrative expenses (including pension and stock-based compensation), income tax expense, and certain derivatives’ related
expenses which were not directly attributable to the respective vessels have been allocated to us on the following basis:
Amortization of deferred tax benefits on intragroup transfers has been reflected in these financial statements at Golar’s book value,
as it was readily separable and identifiable within the books of Golar.
Vessel operating expenses includes ship management fees for the provision of technical and commercial management of vessels,
which have been allocated to us based on intercompany charges invoiced by Golar.
Vessel operating expenses include an allocation of Golar’s defined benefit pension plan costs. Golar operates two defined benefit
pension plans for itself and its subsidiaries: one for the crews and one for administrative personnel. The pension cost is calculated
in the subsidiaries on a contribution basis and relates principally to crew whose employment cannot be tied to a specific vessel,
as they were a shared resource across all vessels. Accordingly, the pension costs have been allocated based on the number of
vessels in Golar’s fleet.
Administrative expenses (including stock-based compensation, which are described further below) of Golar that cannot be attributed
to a specific vessel and for which we were deemed to have received benefit have been allocated based on the number of vessels
in Golar’s fleet.
Administrative expenses include an allocation of Golar’s stock-based compensation costs. In respect of options awarded to certain
employees and directors of Golar, whose employment or service cannot be specifically attributed to any specific vessel. Therefore,
it is considered that we, as a part of Golar, received benefit from their services, and so should recognize a share of the respective
cost. Accordingly, stock-based compensation costs have been allocated based on the number of vessels in Golar’s fleet.
Other financial items include an allocation of Golar’s mark-to-market adjustments for interest rate swap and foreign currency
swap derivatives. In respect of mark-to-market adjustments for interest rate swap derivatives these have been allocated on the
basis of our proportion of Golar’s debt including capital leases. For foreign currency derivatives and related adjustments to earnings,
these have been allocated on the basis of being separately identifiable and specifically for our benefit.
Income tax expense has been determined for us on a separate returns basis.
Management has deemed the related allocation reasonable to present the results of operations, and cash flows of the Combined
Entity and Dropdown Predecessor on a stand-alone basis. However, the results of operations and cash flows of the Combined
Entity and Dropdown Predecessor, which are presented as part of the results for the year ended December 31, 2012, may differ
from those that would have been achieved had we operated autonomously for that year as we would have had additional
administrative expenses, including legal, accounting, treasury and regulatory compliance and other costs normally incurred by a
listed public entity for the periods prior to the IPO. Accordingly, the financial statements do not purport to be indicative of our
future financial position, results of operations or cash flows.
Business combinations
Reorganization of entities under common control are accounted for similar to the pooling of interests method of accounting. Under
this method, the carrying amount of net assets recognized in the balance sheets of each combining entity are carried forward to
the balance sheet of the combined entity, and no other assets or liabilities are recognized as a result of the combination. The excess
of the proceeds paid, if any, over the historical cost of the combining entity is accounted for as an equity distribution. In addition,
re-organization of entities under common control are accounted for as if the transfer occurred from the date that both the combining
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entity and combined entity were both under the common control of Golar. Therefore, our financial statements prior to the date
the interests in the combining entity were actually acquired are retroactively adjusted to include the results of the Combined Entity
during the periods it was under common control of Golar.
As discussed in note 1, following the first AGM of common unitholders on December 13, 2012, Golar ceased to control the board
of directors as the majority of board members became electable by the common unitholders. As a result, we are no longer considered
to be under common control with Golar. As a consequence, effective from December 13, 2012, we no longer account for vessel
acquisitions from Golar as a transfer of equity interest between entities under common control.
Business combinations are accounted for under the acquisition method. On acquisition, the identifiable assets, liabilities and
contingent liabilities are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair
values of the identifiable net assets acquired is recognized as goodwill. Any deficiency of the cost of acquisition below the fair
values of the identifiable net assets acquired (i.e. bargain purchase) is credited to the statement of operations in the period of
acquisition. The consideration transferred for an acquisition is measured at fair value of the consideration given. Acquisition related
costs are expensed as incurred. The results of subsidiary undertakings are included from the date of acquisition.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the acquisition is recorded based on provisional amounts. During the measurement period, we will retrospectively adjust
the provisional amounts recognized at the acquisition date reflecting new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.
However, the measurement period does not exceed one year from the acquisition date. During the measurement period, we recognize
adjustments to the provisional amounts as if the accounting for the business combination had been completed at the acquisition
date and we revise comparative information for prior periods presented in financial statements as needed, including making any
change in depreciation, amortization, or other income effects recognized in completing the initial accounting.
Revenue and expense recognition
Revenues include minimum lease payments under time charters, fees for repositioning vessels as well as the reimbursement of
certain vessel operating and drydocking costs. Revenues generated from time charters, which we classified as operating leases,
are recorded over the term of the charter as service is provided. We do not recognize revenues during days that the vessel is off-
hire. Incentives for charterers to enter into lease agreements are spread evenly over the lease term.
Repositioning fees (which are included in time charter revenue) received in respect of time charters are recognized at the end of
the charter when the fee becomes fixed and determinable. However, where there is a fixed amount specified in the charter, which
is not dependent upon redelivery location, the fee will be recognized evenly over the term of the charter. Where a vessel undertakes
multiple single voyage time charters, revenue is recognized, including the repositioning fee if fixed and determinable, on a discharge-
to-discharge basis. Under this basis, revenue is recognized evenly over the period from departure of the vessel from its last discharge
port to departure from the next discharge port. For arrangements where operating costs are borne by the charterer on a pass through
basis, the pass through of operating costs is reflected in revenue and expenses.
Reimbursement for drydocking costs is recognized evenly over the period to the next drydocking, which is generally between two
to five years.
Under our time charters, the majority of voyage expenses are paid by our customers. Voyage related expenses, principally fuel,
may also be incurred when positioning or repositioning the vessel before or after the period of time charter and during periods
when the vessel is not under charter or is off-hire, for example when the vessel is undergoing repairs. These expenses are recognized
as incurred.
Vessel operating expenses, which are recognized when incurred, include crewing, repairs and maintenance, insurance, stores, lube
oils, communication expenses and third party management fees.
Operating leases
Initial direct costs (those directly related to the negotiation and consummation of the lease) are deferred and allocated to earnings
over the lease term. Rental income and expense are amortized over the lease term on a straight-line basis.
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Income taxes
Income taxes are based on a separate return basis. The guidance on income taxes prescribes a recognition threshold and measurement
attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between
the tax bases of assets and liabilities and their reported amounts. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years.
We use a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return regarding
uncertainties in income tax positions. The first step is recognition: we determine whether it is more likely than not that a tax
position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the
technical merits of the position. The second step is measurement: a tax position that meets the more-likely-than-not recognition
threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at
the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.
Penalties and interest related to uncertain tax positions are recognized in "Income taxes" in the Consolidated and Carve-out
Statements of Operations.
Comprehensive Income
As of December 31, 2014, 2013 and 2012, our accumulated other comprehensive loss consisted of the following components:
(in thousands of $)
Unrealized net loss on qualifying cash flow hedging instruments
2014
2013
2012
(2,086)
(2,394)
(8,989)
Cash and cash equivalents
We consider all demand and time deposits and highly liquid investments with original maturities of three months or less to be
equivalent to cash.
Restricted cash and short-term investments
Restricted cash and short-term investments consist of bank deposits, which may only be used to settle certain pre-arranged loan
or lease payments and which are held as cash collateral required for certain swaps. We consider all short-term investments as held
to maturity. These investments are carried at amortized cost. We place our short-term investments primarily in fixed term deposits
with high credit quality financial institutions.
Trade accounts receivables
Trade receivables are presented net of allowances for doubtful balances. At each balance sheet date, all potentially uncollectible
accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts.
Inventories
Inventories, which are comprised principally of fuel, lubricating oils and ship spares, are stated at the lower of cost or market
value. Cost is determined on a first-in, first-out basis.
Vessels and equipment
Vessels are stated at cost less accumulated depreciation. The cost of vessels less the estimated residual value is depreciated on a
straight-line basis over the assets’ remaining useful economic lives. Management estimates the residual values of our vessels based
on a scrap value cost of steel and aluminium times the weight of the ship noted in lightweight ton. Residual values are periodically
reviewed and revised to recognize changes in conditions, new regulations or other reasons.
Cost of building the mooring equipment is capitalized and depreciated over the initial lease term of the related charter.
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Refurbishment costs incurred during the period are capitalized as part of vessels and depreciated over the vessels’ remaining useful
economic lives. Refurbishment costs are costs that appreciably increase the capacity, or improve the efficiency or safety of vessels
and equipment.
Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking, which
is generally between two and five years. For vessels that are newly built or acquired, we have adopted the “built-in overhaul”
method of accounting. The built-in overhaul method is based on the segregation of vessel costs into those that should be depreciated
over the useful life of the vessel and those that require drydocking at periodic intervals to reflect the different useful lives of the
components of the assets. The estimated cost of the drydocking component is amortized until the date of the first drydocking
following acquisition, upon which the cost is capitalized and the process is repeated. When a vessel is disposed, any unamortized
drydocking expenditure is charged against income in the period of disposal.
Useful lives applied in depreciation are as follows:
Vessels
Drydocking expenditure
Mooring equipment
Vessel under capital lease
40 to 55 years
two to five years
11 years
We lease a vessel under an agreement that has been accounted for as a capital lease. Obligation under capital lease is carried at
the present value of future minimum lease payments, and the asset balance is amortized on a straight-line basis over the remaining
economic useful life of the vessel. Interest expense is calculated at a constant rate over the term of the lease.
Depreciation of the vessel under capital lease is included within depreciation and amortization expense in the statement of
operations. The vessel under capital lease is depreciated on a straight-line basis over the vessel's remaining useful economic life,
based on a useful life of 40 years. Refurbishment costs and drydocking expenditures incurred in respect of vessel under capital
lease is accounted for consistently as that of an owned vessel.
Our capital lease is ‘funded’ via long term cash deposits which closely match the lease liability. Future changes in the lease liability
arising from interest rate changes are only partially offset by changes in interest income on the cash deposits, and where differences
arise, this is funded by, or released to, available working capital.
Income derived from the sale of subsequently leased assets is deferred and amortized in proportion to the amortization of the
leased assets (see note 23). Amortization of deferred income is offset against depreciation and amortization expense in the statement
of operations.
Intangible assets
Intangible assets pertain to customer related and contract based assets representing primarily long-term time charter party
agreements acquired in connection with the acquisition of certain subsidiaries from Golar. Intangible assets identified are recorded
at fair value. Fair value is determined by reference to the discounted amount of expected future cash flows. These intangible assets
are amortized over the term of the time charter party agreement and the amortization expense is included in the statement of
operations in the depreciation and amortization line item. Impairment testing is performed when events or changes in circumstances
indicate that the carrying amount of the intangible asset may not be recoverable.
Interest costs capitalized
Interest costs are expensed as incurred except for interest costs that are capitalized. Interest is capitalized on all qualifying assets
that require a period of time to get them ready for their intended use. Qualifying assets consist of vessels under construction and
includes vessels undergoing retrofitting into FSRUs for our own use. The interest capitalized is calculated using the rate of interest
on the loan to fund the expenditure or our weighted average cost of borrowings where appropriate, over the term period from
commencement of the conversion work until substantially all the activities necessary to prepare the assets for its intended use are
complete.
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Impairment of long-lived assets
We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not
be recoverable. In assessing the recoverability of our vessels’ carrying amounts, we make assumptions regarding estimated future
cash flows and estimates in respect of residual or scrap value. When such events or changes in circumstances are present, we
assess the recoverability of long-term assets by determining whether the carrying value of such assets will be recovered through
undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we
recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.
The following table presents the market values and carrying values of certain of our vessels that we have determined to have a
market value that is less than their carrying value as of December 31, 2014. However, it should be noted that these vessels have
existing operating contracts where the remaining term is significant and the estimated future undiscounted cash flows relating to
such contracts are sufficiently greater than the carrying value of the vessels. While the market values of these vessels are below
their carrying values, no vessel impairment has been recognized on any of these vessels as the estimated future undiscounted cash
flows relating to such vessels are greater than their carrying values.
(in thousands of $)
Vessel
Nusantara Regas Satu
Golar Mazo
Golar Winter
Golar Maria
2014 Market value(1)
2014 Carrying value
169,000
125,000
196,000
146,000
220,000
154,000
248,000
202,000
(1) Market values are determined using reference to market comparable values as provided by independent valuators as at December 31, 2014.
Since vessel values can be volatile, our estimates of market value may not be indicative of either the current or future prices we could obtain if
we sold any of the vessels. In addition, the determination of estimated market values may involve considerable judgment, given the illiquidity
of the second-hand markets for these types of vessels.
Deferred charges
Costs associated with long-term financing, including debt arrangement fees, are deferred and amortized over the term of the
relevant loan. Amortization of deferred loan costs is included in "Other financial items, net" in the statement of operations. If a
loan is repaid early, any unamortized portion of the related deferred charges is charged against income in the period in which the
loan is repaid.
Provisions
We, in the ordinary course of business, are subject to various claims, suits and complaints. Management, in consultation with
internal and external advisers, will provide for a contingent loss in the financial statements if the contingency was present at the
date of the financial statements and the likelihood of loss was probable and the amount can be reasonably estimated. If we have
determined that the reasonable estimate of the loss is a range and there is no best estimate within the range, we will provide the
lower amount within the range. See Note 26, "Other Commitments and Contingencies" for further discussion.
Derivatives
We use derivatives to reduce market risks associated with our operations. We use interest rate swaps for the management of interest
risk exposure. The interest rate swaps effectively convert a portion of our debt from a floating to a fixed rate over the life of the
transactions without an exchange of underlying principal.
We seek to reduce our exposure to fluctuations in foreign exchange rates through the use of foreign currency forward contracts.
All derivative instruments are initially recorded at cost as either assets or liabilities in the accompanying balance sheets and
subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative.
Where the fair value of a derivative instrument is a net liability, the derivative instrument is classified in "Other current liabilities"
in the balance sheet. Where the fair value of a derivative instrument is a net asset, the derivative instrument is classified in "Other
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non-current assets" in the balance sheet, except if the current portion is a liability, in which case the current portion is included in
"Other current liabilities." The method of recognizing the resulting gain or loss is dependent on whether the derivative contract
is designed to hedge a specific risk and also qualifies for hedge accounting. We have adopted hedge accounting for certain of our
interest rate swap arrangements designated as cash flow hedges. For derivative instruments that are not designated or do not qualify
as hedges, the changes in fair value of the derivative financial instrument are recognized in earnings and recorded each period in
current earnings in "Other financial items, net".
When a derivative is designated as a cash flow hedge, we formally document the relationship between the derivative and the
hedged item. This documentation includes the strategy risk and risk management for undertaking the hedge and the method that
will be used to assess effectiveness of the hedge. If the derivative is an effective hedge, changes in the fair value are initially
recorded as a component of accumulated other comprehensive income in equity. The ineffective portion of the hedge is recognized
immediately in earnings, as are any gains or losses on the derivative that are excluded from the assessment of hedge effectiveness.
We do not apply hedge accounting if it is determined that the hedge was not effective or will no longer be effective, the derivative
was sold or exercised, or the hedged item was sold or repaid.
In the periods when the hedged items affect earnings, the associated fair value changes on the hedged derivatives are transferred
from equity to the corresponding earnings line item on the settlement of a derivative. The ineffective portion of the change in fair
value of the derivative financial instrument is immediately recognized in earnings. If a cash flow hedge is terminated and the
originally hedged item is still considered probable of occurring, the gains and losses initially recognized in equity remain there
until the hedged item impacts earnings at which point they are transferred to the corresponding earnings line item (i.e. interest
expense). If the hedged items are no longer probable of occurring, amounts recognized in equity are immediately reclassified to
earnings.
Cash flows from derivative instruments that are accounted for as cash flow hedges are classified in the same category as the cash
flows from the items being hedged. Cash flows from economic hedges are classified in the same category as the items subject to
the economic hedging relationship.
Foreign currencies
Our and our subsidiaries’ functional currency is the U.S. dollar as the majority of the revenues are received in U.S. dollars and a
majority of our expenditures are incurred in U.S. dollars. Our reporting currency is U.S. dollars.
Transactions in foreign currencies during the year are translated into U.S. dollars at the rates of exchange in effect at the date of
the transaction. Foreign currency monetary assets and liabilities are translated using rates of exchange at the balance sheet date.
Foreign currency non-monetary assets and liabilities are translated using historical rates of exchange. Foreign currency transaction
and translation gains or losses are included in the statements of operations.
Fair value measurements
We account for fair value measurements in accordance with the accounting standards guidance using fair value to measure assets
and liabilities. The guidance provides a single definition of fair value, together with a framework for measuring it, and requires
additional disclosure about the use of fair value to measure assets and liabilities.
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 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.
3. FORMATION TRANSACTIONS AND INITIAL PUBLIC OFFERING
During April 2011, the following transactions in connection with the transfer of the interests in the Golar Winter and the subsequent
IPO occurred:
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Capital contribution
(i)
Golar contributed to us its 100% interest in the subsidiary which leased the Golar Winter. This has been accounted for
as a capital contribution by Golar to us.
Recapitalization of the Partnership
(ii)
We issued to Golar 23,127,254 common units and 15,949,831 subordinated units, representing a 98% limited partner
interest in us, in exchange for Golar’s existing 98% limited partner interest in us; and
(iii) We issued 797,492 general partner units to the General Partner, representing a 2% general partner interest in us, and 81%
of the IDRs. The remaining 19% of the IDRs were issued to Golar Energy. The IDRs entitle the holder to increasing
percentages of the cash we distribute in excess of $0.4428 per unit per quarter.
Initial Public Offering
(iv)
In the IPO, Golar sold 13,800,000 of our common units to the public at a price of $22.50 per unit, raising gross proceeds
of $310.5 million. 1,800,000 of our common units were sold pursuant to the exercise of the overallotment option granted
to the underwriters. Expenses relating to the IPO were borne by Golar.
Rights and Obligations of Partnership Units
• Common units. These represent limited partner interests in us. During the subordination period, the common units have
preferential dividend and liquidation rights over the subordinated units as described in note 28. 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 of directors 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.
•
Subordinated units. These represent limited partner interests in us. Subordinated units have limited voting rights and
most notably are excluded from voting in the election of the elected directors. During the subordination period, the
common units have preferential dividend rights to the subordinated units (see note 28). The subordination period will
end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31,
2016, except with the removal of the General Partner as the general partner. Upon the expiration of the subordination
period, the subordinated units will convert into common units and will be subject to the same rights as common units.
• General Partner units. General partner units have preferential liquidation and dividend rights over the subordinated 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, the
General Partner in their sole discretion appoints three of the seven board directors.
•
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 as described in note 28. The General Partner (including Golar Energy) or its affiliates may not transfer
all or any part of its IDRs 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, 2016 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 Partnership Agreement provides that if the General Partner is removed as a general partner under circumstances where cause
does not exist and units held by the General Partner and its affiliates are not voted in favor of that removal:
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•
•
•
the subordination period will end and all outstanding subordinated units will immediately convert into common units on
a one-for-one basis;
any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and
the General Partner will have the right to convert its general partner interest and its IDRs (and Golar Energy will have
the right to convert its IDRs) into common units or to receive cash in exchange for those interests based on the fair market
value of the interests at the time.
Agreements
In connection with the IPO, we entered into several agreements including:
•
•
•
A management and administrative services agreement with Golar Management Limited, a subsidiary of Golar ("Golar
Management"), pursuant to which Golar Management agreed to provide certain management and administrative services
to us;
A $20.0 million revolving credit agreement with Golar; and
An Omnibus Agreement with Golar, the General Partner and others governing, among other things:
• 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.
We exercised our option under the Omnibus Agreement to purchase the Golar Freeze from Golar in October 2011 and the NR
Satu in July 2012.
4. SUBSIDIARIES
The following table lists our significant subsidiaries and their purpose as of December 31, 2014. Unless otherwise indicated, we
own 100% of each subsidiary.
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Name
Golar Partners Operating LLC
Jurisdiction of
Incorporation
Purpose
Marshall Islands
Holding Company
Golar LNG Holding Corporation
Marshall Islands
Holding Company
Golar Maritime (Asia) Inc.
Oxbow Holdings Inc.
Republic of Liberia
Holding Company
British Virgin Islands
Holding Company
Faraway Maritime Shipping Company (60% ownership)
Republic of Liberia
Owns and operates Golar Mazo
Golar LNG 2215 Corporation
Golar Spirit Corporation
Marshall Islands
Leases Methane Princess
Marshall Islands
Owns Golar Spirit
Golar Freeze Holding Corporation
Marshall Islands
Owns Golar Freeze
Golar 2215 UK Ltd
Golar Spirit UK Ltd
Golar Winter UK Ltd
Golar Freeze UK Ltd
United Kingdom
Operates Methane Princess
United Kingdom
Operates Golar Spirit
United Kingdom
Operates Golar Winter
United Kingdom
Operates Golar Freeze
Golar Servicos de Operacao de Embaracaoes Limited
Brazil
Management Company
Golar Khannur Corporation
Golar LNG (Singapore) Pte.Ltd.
PT Golar Indonesia*
Golar 2226 UK Ltd
Marshall Islands
Holding Company
Singapore
Indonesia
Holding Company
Owns and operates NR Satu
United Kingdom
Operates Golar Grand
Golar LNG 2234 Corporation
Republic of Liberia
Owns and operates Golar Maria
Golar Winter Corporation
Golar Grand Corporation
Marshall Islands
Owns Golar Winter
Marshall Islands
Owns Golar Grand
Golar Hull M2031 Corporation
Marshall Islands
Owns and operates Golar Igloo
__________________________________________
* We hold all of the voting stock and control all of the economic interests in PT Golar Indonesia ("PTGI") pursuant to a Shareholder's Agreement with the other
shareholder of PTGI, PT Pesona Sentra Utama ("PT Pesona"). PT Pesona holds the remaining 51% interest in the issued share capital of PTGI.
We consolidated PTGI, which owns the NR Satu, in our consolidated financial statements effective September 28, 2011. PTGI
became a VIE and we became its primary beneficiary upon our agreement to acquire all of Golar's interests in certain subsidiaries
that own and operate the NR Satu (see note 25(k)) on July 19, 2012. We consolidate PTGI as we hold all of the voting stock and
control all of the economic interests in PTGI.
The following table summarizes the balance sheets of PTGI as of December 31, 2014 and 2013:
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(in thousands of $)
ASSETS
Cash
Restricted cash
Vessels and equipment, net*
Other assets
Total assets
LIABILITIES AND EQUITY
Accrued liabilities
Current portion of long-term debt
Amounts due to related parties
Long-term debt
Other liabilities
Total liabilities
Total equity
Total liabilities and equity
2014
2013
17,181
10,152
333,152
13,545
374,030
6,307
14,300
188,323
112,100
8,693
329,723
44,307
374,030
8,225
9,980
354,255
9,056
381,516
25,020
14,300
189,835
126,400
6,283
361,838
19,678
381,516
*PTGI recorded the NR Satu at acquisition price when it purchased the vessel from a Golar related party entity. However, as the
acquisition of the subsidiaries which own and operate the NR Satu was deemed to be a reorganization of entities under common
control, we recorded the NR Satu at historical book values.
Trade creditors of PTGI have no recourse to our general credit.
The long-term debt of PTGI is secured against the NR Satu and has been guaranteed by us.
5. RECENTLY ISSUED ACCOUNTING STANDARDS
Adoption of new accounting standards
In February 2013, the Financial Accounting Standards Board ("FASB") issued guidance for the recognition, measurement
and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation
is fixed at the reporting date, including debt arrangements, other contractual obligations and settled litigation and judicial rulings.
The guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total
amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of (a) the amount the reporting
entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects
to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well
as other information about those obligations. The amendments are effective for fiscal years, and interim periods within those years,
beginning after December 15, 2013. The amendment did not have a material impact on our consolidated financial statements.
In February 2013, further guidance was provided relating to the reporting of the effects on net income of significant
amounts reclassified out of each component of accumulated other comprehensive income. Under the updated guidance, the effects
on net income of significant amounts reclassified out of each component of accumulated other comprehensive income shall be
shown, in one location, either on the face of the statement where net income is presented or as a separate disclosure in the notes
to the financial statements. The amendment resulted in additional disclosures in our consolidated and combined carve-out statement
of comprehensive income.
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In July 2013, the FASB issued guidance for the presentation of an unrecognized tax benefit when a net operating loss
carryforward, a similar tax loss, or a tax credit carryforward exists to provide guidance on the presentation of unrecognized tax
benefits. The guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in
the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit
carryforward, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the
reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the
disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does
not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements
as a liability and should not be combined with deferred tax assets. The amendments are effective for fiscal years, and interim
periods within those years, beginning after December 15, 2013. The amendment did not have a material impact on our consolidated
financial statements.
In July 2013, the FASB amended ASC Topic 815 permitting the Fed Funds Effective Swap Rate to be used as a U.S.
benchmark interest rate for hedge accounting purposes, in addition to U.S. Treasury interest rates and the London Interbank Offered
Rate. The amendments also remove the restriction on using different benchmark rates for similar hedges. The amendments shall
be applied prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. We did
not enter into any qualifying new or redesignated hedging relationships after July 17, 2013 up to the date of these consolidated
financial statements and the adoption of this guidance did not have a material effect in our consolidated financial statements.
Accounting pronouncements to be adopted
In January 2014, the FASB issued guidance for derivatives and hedging, accounting for certain receive-variable, pay-
fixed interest rate swaps - simplified hedge accounting approach. The guidance permits companies to recognize swaps at their
settlement value rather than their fair value and to complete formal hedge documentation by the date on which the company’s
annual financial statements are available to be issued. Companies can adopt the guidance using a modified retrospective approach
or a full retrospective approach. The guidance is effective for annual periods beginning after 15 December 2014 and interim periods
within annual periods beginning after 15 December 2015. Early adoption is permitted for any annual or interim period for which
the entity’s financial statements have not yet been made available for issuance. Entities may elect the simplified hedge accounting
approach for qualifying swaps existing at the date of adoption and new swaps. We are assessing what impact, if any, the adoption
of this guidance will have on our consolidated financial position, results of operations and cash flows.
In April 2014, the FASB issued guidance that amends the definition of a discontinued operation and requires entities to
provide additional disclosures about disposal transactions. The revised guidance will change how entities identify and disclose
information about disposal transactions. The guidance is effective prospectively for all disposals (except disposals classified as
held for sale before the adoption date) or components initially classified as held for sale in periods beginning on or after December
15, 2014, with early adoption permitted. Under the revised standard, a discontinued operation is defined as, (i) a component of
an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale
that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (ii) an acquired
business or nonprofit activity (the entity to be sold) that is classified as held for sale on the date of the acquisition. We are assessing
what impact, if any, the adoption of this guidance will have on our consolidated financial position, results of operations and cash
flows.
In May 2014, the FASB issued guidance that will supersede virtually all of the existing revenue recognition guidance.
The standard is intended to increase comparability across industries and jurisdictions. The single, global revenue recognition model
applies to most contracts with customers. Leases, insurance contracts, financial instruments, guarantees and certain non-monetary
transactions are excluded from the scope of the guidance. Revenue will be recognized in a manner that depicts the transfer of
goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled, subject to
certain limitations. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within
those annual periods. Early adoption is prohibited for companies applying US GAAP. We are assessing what impact, if any, the
adoption of this guidance will have on our consolidated financial position, results of operations and cash flows.
In August 2014, the FASB issued guidance for presentation of financial statement - going concern. The amendments in
this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an
entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or available
to be issued and to provide related footnote disclosures. The amendments are effective for the annual period ending after December
15, 2016, and for annual periods and interim period thereafter. We are assessing what impact, if any, the adoption of this guidance
will have on our consolidated financial position, results of operations and cash flows.
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6. SEGMENTAL INFORMATION
Operating segment, are components for an enterprise of which separate financial information is available that is evaluated regularly
by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Based on the Company’s
methods of internal reporting and management structure, we consider that we operate in one segment, the LNG market. During
2014, our fleet operated under time charters and in particular with seven charterers, Petrobras, Dubai Supply Authority ("DUSUP"),
Pertamina, PT Nusantara Regas ("PTNR"), BG Group plc, Eni S.p.A. and Kuwait National Petroleum Company ("KNPC").
Petrobras is a Brazilian energy company. DUSUP is a government entity which is the sole supplier of natural gas to the Emirates.
Pertamina is the state-owned oil and gas company of Indonesia. PTNR is a joint venture company of Pertamina and Perusahaan
Gas Negara, an Indonesian company engaged in the transport and distribution of natural gas in Indonesia. BG Group plc is
headquartered in the United Kingdom. Eni S.p.A is an integrated energy company headquartered in Italy. KNPC is a subsidiary
of Kuwait Petroleum Corporation, the state-owned oil and gas company of Kuwait.
In the years ended December 31, 2014, 2013 and 2012, revenues from each of the following customers accounted for over 10%
of our consolidated and combined revenues:
(in thousands of $)
Petrobras
DUSUP
Pertamina
BG Group plc
PTNR
KNPC
2014
2013
2012
99,976
48,392
40,004
68,884
66,345
43,220
25%
12%
10%
17%
17%
11%
85,899
48,029
37,302
66,341
65,478
—
26%
15%
11%
20%
20%
—%
92,952
48,328
37,300
66,148
41,902
—
32%
17%
13%
23%
15%
—%
Geographic segment data
The following geographical data presents our revenues and fixed assets with respect only to our FSRUs, operating under long-
term charters, at specific locations. LNG carriers operate on a worldwide basis and are not restricted to specific locations.
Accordingly, it is not possible to allocate the assets of these operations to specific countries:
Revenues
Brazil
United Arab Emirates
Indonesia
Kuwait
Fixed assets
Brazil
United Arab Emirates
Indonesia
Kuwait
2014
2013
2012
99,976
48,392
66,345
43,220
85,899
48,029
65,478
—
92,952
48,328
41,902
—
2014
2013
392,132
133,082
219,610
281,946
413,967
142,757
233,734
—
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7. OTHER FINANCIAL ITEMS, NET
(in thousands of $)
Amortization of deferred financing costs
Financing arrangement fees and other costs
Interest expense on un-designated interest rate swaps
Mark-to-market adjustment for interest rate swap derivatives (see note 24)
Mark-to-market adjustment for currency swap derivatives (see note 24)
Foreign exchange gain (loss) on capital lease obligations and related
restricted cash
Foreign exchange loss on operations
Total
2014
2013
2012
(3,554)
(147)
(12,163)
(5,953)
—
677
(978)
(22,118)
(5,828)
(2,101)
(8,188)
12,845
(4,839)
7,084
(634)
(1,661)
(1,123)
(411)
(6,609)
1,328
7,204
(5,602)
(176)
(5,389)
Amortization of deferred financing costs amount to $3.6 million, $5.8 million and $1.1 million for the years ended December 31,
2014, 2013 and 2012, respectively. The higher charge in 2013 included a write-off of deferred charges of $2.7 million relating to
the refinancing of the Golar Winter and the Golar Grand in June 2013.
Financing arrangement fees and other costs of $2.1 million in 2013 included $1.2 million of commitment fees in relation to the
Golar Partners Operating credit facility.
As discussed in note 2, mark-to-market adjustments on interest rate and currency swap derivatives also include an allocation of
Golar's mark-to-market adjustments on derivatives entered into by Golar. For the year ended December 31, 2012, the amount
allocated to the Partnership was a gain of $0.1 million.
8. TAXATION
The components of income tax (credit)/expense are as follows:
(in thousands of $)
Current tax expense (credit):
U.K.
Indonesia
Brazil
Kuwait
Total current tax expense
Deferred tax income:
Indonesia
Amortization of deferred tax benefit on intra-group transfer (Note 2)
Total income tax (credit) expense
2014
2013
2012
852
544
1,136
1,945
4,477
(9,524)
—
(5,047)
(373)
5,047
779
—
5,453
—
—
5,453
1,888
7,395
1,055
—
10,338
—
(912)
9,426
The income taxes for the years ended December 31, 2014, 2013 and 2012 differed from the amount computed by applying the
Marshall Islands statutory income tax rate of 0% as follows:
(In thousands of $)
Income taxes at statutory rate
Effect of carved-out deferred tax benefit on intra-group transfer
Effect of change on uncertain tax positions relating to prior year
Effect of recognition of previously unrecognized deferred tax asset
Effect of taxable income in various countries
Total tax (credit) expense
F-25
Year ended December 31,
2014
2013
2012
—
—
(5,042)
(9,524)
9,519
(5,047)
—
—
—
—
5,453
5,453
—
(912)
—
—
10,338
9,426
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United States
Pursuant to the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operations
of ships is generally exempt from U.S. tax if the company operating the ships meets certain requirements. Among other things, in
order to qualify for this exemption, the company operating the ships must be incorporated in a country which grants an equivalent
exemption from income taxes to U.S. citizens and U.S. corporations and must be more than 50% owned by individuals who are
residents, as defined, in such country or another foreign country that grants an equivalent exemption to U.S. citizens and U.S.
corporations. Our management believes that we satisfied these requirements and therefore by virtue of the above provisions, we
were not subject to tax on its U.S. source income.
United Kingdom
Current taxation charge of $0.9 million, credit of $0.4 million and charge of $1.9 million for the years ended December 31, 2014,
2013 and 2012, respectively, relates to taxation of the operations of our United Kingdom subsidiaries. Taxable revenues in the
United Kingdom are generated by our UK subsidiary companies and are comprised of revenues from the operation of five of our
vessels. The statutory tax rate in the United Kingdom as of December 31, 2014 was 21% and will be reduced to 20% with effect
from 1 April 2015.
We record deferred income taxes to reflect the net tax effects of temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. We did not have any deferred tax assets
at December 31, 2014 or 2013.
Brazil
Current taxation charges of $1.1 million, $0.8 million and $1.1 million for the years ended December 31, 2014, 2013 and 2012,
respectively, refer to taxation levied on the operations of our Brazilian subsidiary.
Indonesia
Current taxation charges of $0.5 million, $5.0 million and $7.4 million for the years ended December 31, 2014, 2013 and 2012,
respectively, refer to taxation levied on the operations of our Indonesian subsidiary. However, the tax exposure in Indonesia is
intended to be mitigated by revenue due under the time charter. This tax element of the time charter rate was established at the
beginning of the time charter, and shall be adjusted only where there is a change in Indonesian tax laws or the invalidity of certain
stipulated tax assumptions.
We record deferred income taxes to reflect the net tax effects of temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. The net tax benefit for the year ended
December 31, 2014 principally related to the recognition of certain historical tax positions related to foreign tax net operating
losses that due to previous uncertainty as to realization, were not recognized until the current year. The historical foreign net
operating losses relating to these positions recognized in the year ended December 31, 2014 was $9.5 million.
Kuwait
Current taxation charges of $1.9 million, $nil and $nil for the years ended December 31, 2014, 2013 and 2012, respectively, relates
to taxation levied on our Marshall Island operating company which is deemed a tax resident in Kuwait in connection with our
charter with KNPC.
Other jurisdictions
No tax has been levied on income derived from our subsidiaries registered in the Marshall Islands, Liberia and the British Virgin
Islands.
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The following table summarizes the earliest tax year that remain subject to examination by the major taxable jurisdictions in which
we operate:
Jurisdiction
U.K.
Brazil
Indonesia
Kuwait
Earliest
2011
2009
2013
2014
Interest and penalties charged to "Income taxes" on our statement of operations amounted to $0.3 million, $0.8 million and $nil
for the years ended December 31, 2014, 2013 and 2012 respectively.
Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for
financial reporting purposes and such amounts recognized for tax purposes. The net deferred tax assets (liabilities) consist of the
following:
(in thousands of $)
Net operating loss carried forward
Gross deferred tax asset
Valuation allowance
Deferred tax assets, net
Net deferred taxes are classified as follows:
(in thousands of $)
Short-term deferred tax asset
Long-term deferred tax asset
Net deferred tax
2014
2013
9,524
9,524
—
9,524
2014
3,085
6,439
9,524
6,070
6,070
(6,070)
—
2013
—
—
—
As of December 31, 2014, deferred tax assets related to net operating loss ("NOL") carryforwards was $38.1 million, which can
be used to offset future taxable income. NOL carryforwards were generated from our Indonesian subsidiary, which includes $1.6
million that will not expire until 2017 and $7.9 million that will expire in 2018, if not utilized.
A reconciliation of deferred tax assets, net, is shown below:
(in thousands of $)
Balance at January 1
Additions for tax positions of prior years
Release of deferred tax asset
Movement in valuation allowance
Balance at December 31
2014
2013
2012
—
13,920
(4,396)
—
9,524
—
6,070
—
(6,070)
—
—
—
—
—
—
Deferred tax assets, gross relate to net operating losses carried forward for the NR Satu. The deferred tax asset as of December
31, 2014 solely related to the recognition of certain historical tax positions related to foreign tax net operating losses that due to
previous uncertainty as to realization, were not recognized until the current year. Deferred tax assets of $9.5 million, $nil and $nil
were recognized in our consolidated and combined carve-out statements of operations for the years ended December 31, 2014,
2013 and 2012, respectively.
There are no potential deferred tax liabilities arising on undistributed earnings within the Partnership. This is because either: (i)
no tax would arise on distribution, or (ii) in the case of PTGI, the Partnership intends to utilise surplus earnings to reduce borrowings,
as opposed to making any distribution.
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Table of Contents
Expiry of net operating losses carried forward relating to the NR Satu is as follows:
(in thousands of $)
Net operating losses in 2012
Net operating losses in 2013
Uncertainty in tax positions
Amount
Date of expiry
6,335
31,761
2017
2018
The Partnership’s Indonesian subsidiary which owns the NR Satu, is a party to an on-going tax examination by the Indonesian
tax authorities with regard to its reported taxable operating losses for the year ended December 31, 2013. A tax examination with
regard to its 2012 tax returns was concluded in September 2014. Following completion of the tax examination of the 2012 tax
returns, we recognized deferred tax assets of $9.5 million for the year ended December 31, 2014.
As of December 31, 2014, $5.3 million of foreign tax operating losses were not recognized due to uncertainty of realization.
9. OPERATING LEASES
Rental income
The minimum contractual future revenues to be received on time charters as of December 31, 2014, were as follows:
Year ending December 31,
(in thousands of $)
2015
2016
2017
2018
2019
2020 and later
Total
Total
380,508
388,234
383,203
253,663
199,393
586,686
2,191,687 (1)
____________________________________
(1) This includes revenues from Golar relating to the Option Agreement entered into in connection with the acquisition of the Golar Grand in November 2012.
Prior to February 2015, the Golar Grand operated under a time charter with BG Group which was not extended beyond its initial term and expired in the middle
of February 2015. In February 2015, we exercised our option to require Golar to charter in the vessel until October 2017 at approximately 75% of the hire rate
paid by BG Group representing an approximate 25% loss of daily revenue to us with respect to the Golar Grand.
Minimum lease revenues are calculated based on certain assumptions such as those relating to expected off-hire days and, for
those days on-hire, estimates of the operating component of the charter rate (where applicable) which includes assumptions as to
forecast foreign currency rates, changes in the specified consumer price index, amongst others. For those charters containing
provisions for reimbursement for drydocking expenditure, these revenues have not been reflected in minimum lease revenues
above.
PTNR has the right to purchase the NR Satu at any time after the first anniversary of the commencement date of its charter at a
price that must be agreed upon between us and PTNR. We have assumed that this option will not be exercised. Accordingly, the
minimum lease revenues set out above include revenues arising within the option period.
The cost and accumulated depreciation of vessels leased to third parties at December 31, 2014 and 2013 were $2,121.0 million
and $1,858.3 million; and $497.5 million and $449.0 million, respectively. For arrangements where operating costs are borne by
the charterer on a pass through basis, the pass through of operating costs are reflected in both revenue and expenses.
10. BUSINESS COMBINATION
We acquired from Golar equity interests in the subsidiaries which own and operate the Golar Igloo and the Golar Maria on March
28, 2014 and February 7, 2013, respectively.
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Table of Contents
The Board and the Conflicts Committee of the Board (the "Conflicts Committee") approved the purchase price for each transactions.
The Conflicts Committee retained a financial advisor to assist the evaluation of each transaction. The details of each transaction
are as follows:
(in thousands of $)
Purchase consideration (1)
Less: Fair value of net assets (liabilities) acquired:
Vessel and equipment
Intangible asset
Cash
Fair value of interest rate swap
Other assets and liabilities
Long-term debt
Subtotal
Difference between the purchase price and fair value of net assets acquired
__________________________________________
(1) The purchase consideration comprises the following:
(in thousands of $)
Cash consideration paid to Golar
Adjustment for the interest rate swap asset (liability) assumed
Purchase price adjustments
Golar Igloo
Golar Maria
March 28, 2014
156,001
February 7, 2013
127,910
287,542
19,099
682
3,636
6,312
(161,270)
(156,001)
—
215,000
—
7,981
(3,096)
(2,450)
(89,525)
(127,910)
—
Golar Igloo
Golar Maria
148,730
3,636
3,635
156,001
125,500
(3,096)
5,506
127,910
Golar Igloo
On March 28, 2014, we acquired Golar's 100% interest in the company that owns and operates the FSRU, the Golar Igloo pursuant
to a Purchase, Sale and Contribution Agreement that we entered into on December 5, 2013. The purchase consideration was $310.0
million less the assumed bank debt of $161.3 million, plus the fair value of the interest rate swap asset of $3.6 million and other
purchase price adjustments of $3.6 million. The Golar Igloo was delivered to its current charterer, KNPC, the national oil refining
company of Kuwait in March 2014 under a charter expiring in December 2018. The purchase price of the acquisition has been
allocated to the identifiable assets acquired. The allocation of the purchase price to acquired identifiable assets was based on their
estimated fair values at the date of acquisition. The acquisition of the Golar Igloo was deemed accretive to our distributions.
Revenue and profit contributions
The Golar Igloo contributed revenues of $43.2 million and net income of $22.3 million to the financial results for the period from
March 28, 2014 to December 31, 2014.
The table below shows our summarized consolidated pro forma consolidated annual financial information for the year ended
December 31, 2014, giving effect to our acquisition of the Golar Igloo as if it had taken place on January 1, 2014.
(in thousands of $, except per unit data)
Revenues
Net income
Earnings per unit (basic and diluted):
Common unitholders
F-29
Unaudited
2014
400,209
184,751
$2.56
Table of Contents
The Golar Igloo was under construction and not operational during the year ended December 31, 2013. As a result, we have
evaluated that had the acquisition been consummated as of January 1, 2013, Golar Igloo's pro forma revenue and net income effect
for the year ended December 31, 2013 would be immaterial and thus, have not been presented here.
Golar Maria
On February 7, 2013, we acquired Golar's 100% interest in the company that owns and operates the Golar Maria. The purchase
consideration was $215 million for the vessel less the assumed bank debt of $89.5 million and the fair value of the interest rate
swap liability of $3.1 million plus other purchase price adjustments of $5.5 million. The Golar Maria was delivered to its current
charterer, LNG Shipping S.p.A. ("LNG Shipping"), a subsidiary of Eni S.p.A in November 2012 under a charter expiring in
December 2017. The acquisition of the Golar Maria was deemed accretive to our distributions.
Revenue and profit contributions
The table below shows our comparative summarized consolidated pro forma financial information for the years ended December
31, 2013 and 2012, giving effect to our acquisition of the Golar Maria as if it had taken place on January 1, 2012.
(in thousands of $, except per unit data)
Revenues
Net income
Earnings per unit (basic and diluted):
Common unitholders
11. TRADE ACCOUNTS RECEIVABLE
Unaudited
Unaudited
2013
2012
332,150
152,388
308,617
135,472
$2.33
$2.52
Trade accounts receivable are presented net of provisions for doubtful accounts. As of December 31, 2014 and 2013, there was
no provision for doubtful accounts. The increase in trade accounts receivable as of December 31, 2014 is due to the invoicing of
charterhire revenues relating to the Golar Igloo in arrears as agreed on the time charter party agreement.
12. OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME
(in thousands of $)
Other receivables
Deferred tax asset (see note 8)
Prepaid expenses
2014
2013
2,174
3,085
2,257
7,516
2,937
—
4,089
7,026
As of December 31, 2013, included in other receivables was an amount for an indemnification receivable of $2 million. This was
settled in December 2014 (see note 26).
13. VESSELS AND EQUIPMENT, NET
(in thousands of $)
Cost
Accumulated depreciation
Net book value
2014
2013
1,952,390
(451,220)
1,501,170
1,665,039
(383,448)
1,281,591
As of December 31, 2014 and 2013, we owned nine and eight vessels, respectively.
The increase in the number of vessels in the year ended December 31, 2014 is due to the acquisition of the Golar Igloo in March
2014 (see note 10).
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Table of Contents
Drydocking costs of $72.6 million and $68.7 million are included in the vessel cost for December 31, 2014 and 2013, respectively.
Accumulated amortization of those costs at December 31, 2014 and 2013 was $27.9 million and $16.6 million, respectively.
Mooring equipment of $38.1 million is included in the cost for December 31, 2014 and 2013. Accumulated depreciation of the
mooring equipment at December 31, 2014 and 2013 was $9.6 million and $6.0 million, respectively.
Interest costs capitalized in connection with the conversion of the NR Satu into an FSRU for the years ended December 31, 2014,
2013 and 2012 were $nil, $nil and $1.8 million, respectively.
Depreciation and amortization expense for the years ended December 31, 2014, 2013 and 2012 was $72.6 million, $55.1 million
and $35.2 million, respectively.
As of December 31, 2014 and 2013, vessels and equipment with a net book value of $1,501.2 million and $1,281.6 million,
respectively, were pledged as security for certain debt facilities (see note 26).
14. VESSEL UNDER CAPITAL LEASE, NET
(in thousands of $)
Cost
Accumulated depreciation
Net book value
2014
168,577
(46,324)
122,253
2013
168,492
(40,799)
127,693
As of December 31, 2014 and 2013, we operated one vessel, the Methane Princess, under capital lease. The lease is in respect of
a refinancing transaction undertaken during 2003, as described in note 22.
Drydocking costs of $8.1 million are included in the cost amounts above as of December 31, 2014 and 2013. Accumulated
amortization of those costs at December 31, 2014 and 2013 was $2.5 million and $0.9 million, respectively.
Depreciation and amortization expense for vessels under capital leases for the years ended December 31, 2014, 2013 and 2012
was $5.5 million, $11.9 million and $16.6 million, respectively.
15. INTANGIBLE ASSETS, NET
(in thousands of $)
Cost
Accumulated amortization
Net book value
2014
2013
19,096
(3,064)
16,032
—
—
—
The intangible assets pertain to customer related and contract based assets representing primarily the long-term time charter party
agreement acquired in connection with the acquisition of the Golar Igloo in March 2014 (see note 10). The intangible asset is
amortized over the term of the contract with KNPC of five years. As of December 31, 2014, there was no impairment of intangible
assets.
The estimated future amortization for the intangible assets as of December 31, 2014 is as follows:
Year Ending December 31,
(in thousands of $)
2015
2016
2017
2018
2019
Total
F-31
3,820
3,820
3,820
3,820
752
16,032
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16. DEFERRED CHARGES
Deferred charges represent financing costs, principally bank fees that are capitalized and amortized to other financial items over
the life of the debt instrument. If a loan is repaid early, any unamortized portion of the related deferred charges is charged against
income in the period in which the loan is repaid. The deferred charges are comprised of the following amounts:
(in thousands of $)
Debt arrangement fees and other deferred financing charges
Accumulated amortization
2014
2013
23,384
(10,028)
13,356
20,677
(6,407)
14,270
Amortization expense of deferred charges, for the years ended December 31, 2014, 2013 and 2012 was $3.6 million, $5.8 million
and $1.1 million, respectively.
17. RESTRICTED CASH AND SHORT-TERM INVESTMENTS
Our short-term restricted cash and investment balances in respect of our debt and lease obligations are as follows:
(in thousands of $)
Total security lease deposits for lease obligations
Restricted cash relating to the Golar Freeze facility (see note 21)
Restricted cash relating to the NR Satu facility (see note 21)
2014
2013
5,671
10,008
10,152
25,831
5,639
8,832
9,980
24,451
Restricted cash does not include minimum consolidated cash balances of $30 million required to be maintained as part of the
financial covenants in some of our loan facilities, as these amounts are included in "Cash and cash equivalents" (see note 21).
As of December 31, 2014 and 2013, the value of deposits used to obtain letters of credit to secure the obligations for the lease
arrangements described in note 22 was $142.5 million and $151.4 million, respectively. These security deposits are referred to in
these financial statements as restricted cash. The Methane Princess Lease security deposit earns interest based upon GBP LIBOR.
Our restricted cash balances in respect of our debt and capital lease obligations are as follows:
(in thousands of $)
Methane Princess Lease security deposits
Restricted cash relating to the cross currency interest rate swap (see note 24)
Total security deposits for lease obligations
Included in short-term restricted cash and short-term investments
Long-term restricted cash
18. OTHER NON-CURRENT ASSETS
2014
2013
142,513
9,710
152,223
(5,671)
146,552
151,364
—
151,364
(5,639)
145,725
(in thousands of $)
2014
2013
Mark-to-market interest rate swaps valuation (see note 24)
Methane Princess Lease security deposit movements (see note 25(h))
Deferred tax asset (see notes 8 and 12)
Other long-term assets
3,617
—
6,439
5,227
15,283
5,335
4,257
—
5,969
15,561
Included within "Other long-term assets" are: (i) capitalized commission expenses and lease incentives incurred in connection
with securing the NR Satu time charter amounting to $5.2 million and $6.0 million as of December 31, 2014 and 2013, respectively.
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These costs are amortized over the term of the NR Satu time charter. Amortization expense for the years ended December 31,
2014, 2013 and 2012 was $0.7 million, $0.7 million and $0.2 million, respectively, which are mainly recognized under the "Voyage
and commission expenses" in the statement of operations.
19. ACCRUED EXPENSES
(in thousands of $)
Vessel operating and drydocking expenses
Administrative expenses
Interest expense
Provision for tax
2014
2013
5,762
967
7,043
7,928
21,700
5,538
757
6,273
7,520
20,088
Provision for tax includes provision for interest and penalties of $1.1 million and $0.8 million as of December 31, 2014 and 2013,
respectively.
20. OTHER CURRENT LIABILITIES
(in thousands of $)
Deferred revenue
Mark-to-market interest rate swaps valuation (see note 24)
Mark-to-market cross currency interest rate swaps valuation (see note 24)
Mark-to-market foreign exchange rate swaps valuation (see note 24)
Deferred credits from capital lease transactions (see note 23)
Other creditors
21. DEBT
(in thousands of $)
Total debt
Less: Short-term debt due to related parties
Less: Current portion of long-term debt due to third parties
Long-term debt
Our outstanding debt as of December 31, 2014 is repayable as follows:
Year Ending December 31,
(in thousands of $)
2015
2016
2017
2018
2019
2020 and thereafter
Total
2014
2013
20,594
15,222
56,639
16
625
6,385
99,481
17,888
15,119
16,804
—
625
6,609
57,045
2014
2013
1,052,532
(20,000)
(124,221)
908,311
889,471
—
(156,363)
733,108
144,221
87,989
262,439
393,906
44,122
119,855
1,052,532
Excluding the high-yield bonds, our debt is denominated in U.S. dollars and bears interest at fixed or floating rates at a weighted
average interest rate for the years ended December 31, 2014 and 2013 of 2.90% and 3.37%, respectively.
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At December 31, 2014, the maturity dates for our debt were as follows:
(in thousands of $)
Golar LNG revolving credit facility (see note 25 (i))
Golar Maria facility
High-yield bonds
Golar LNG Partners credit facility
Golar Partners Operating credit facility
Golar Freeze facility
NR Satu facility
Golar Igloo debt
__________________________________________
2014
2013
Maturity date
20,000
79,525
174,450
203,500
235,000
59,107
126,400
154,550
—
84,525
214,100
160,500
215,000
74,646
140,700
2015
2018*
2017
2018
2018
2018**
2020
— 2019/2026***
1,052,532
889,471
* A final balloon payment is due on the facility in December 2015. In April 2015, we obtained a signed term sheet from certain lenders to
refinance the Golar Maria credit facility (see "Golar Maria Facility" below).
**The Commercial Loan facility tranche matures in June 2015. In April 2015, we obtained a signed term sheet from certain lenders to refinance
the Commercial Loan facility tranche (see "Golar Freeze Facility" below) . The Exportfinans Loan facility tranche matures in June 2018.
***The Kexim and K-sure tranches have a term of twelve years from the date of draw down and the Commercial tranche has a term of five years
from the date of draw down.
Golar Maria Facility
The Golar Maria facility was assumed by us upon the acquisition of the company that owns and operates the vessel from Golar
in February 2013. The amount originally drawn down under the facility was $120 million, but the balance outstanding under the
facility at the date of acquisition was $89.5 million. The facility is secured against the Golar Maria. In December 2014, we accepted
an offer from the incumbent lenders to extend the Golar Maria facility for up to 12 months from its original maturity of December
2014. In December 2014, we entered into a supplemental deed with the incumbent lenders which amended the existing loan
agreement. The amended deed provided for the release of World Shipholding Ltd. and other related companies indirectly controlled
by trusts established by Mr. John Fredriksen for the benefit of certain members of his immediate family, as guarantors to the facility
and amended certain terms mainly extending the Golar Maria facility for up to 12 months from its original maturity of December
2014. In connection with the extension, the margin on LIBOR on this facility was increased from 0.95% to 1.65%. The facility is
repayable in quarterly installments with a final balloon payment of $75.8 million due in December 2015. As of December 31,
2014, we had $79.5 million of borrowings outstanding under the Golar Maria facility.
In April 2015, we obtained a signed term sheet from certain lenders to refinance the Golar Maria credit facility (which matures in
December 2015) and the commercial loan tranche of the Golar Freeze facility (which matures in June 2015). The entry into the
new credit agreement to refinance the Golar Maria credit facility and the commercial loan tranche of the Golar Freeze facility is
subject to the negotiation and execution of a definitive credit agreement and the satisfaction of certain conditions ordinarily
contained in these types of credit agreements. We cannot assure you that such proposed new credit agreement will be executed or
that it will be effective prior to the maturity date of the Golar Maria facility or the commercial loan tranche of the Golar Freeze
facility. Based on the term sheet, we expect that the facility will be a senior secured amortizing term loan and revolving credit
facility in an amount equal to the lesser of $180 million or 60% of the combined fair market value of the vessels, the Golar Maria
and the Golar Freeze, of which $120 million is a binding commitment. We expect that the facility will be divided into a term loan
facility and a revolving credit facility. We expect that the term loan will in an amount equal to the lower of $150 million or 50%
of the combined fair market value of the vessels and will be repaid in 12 quarterly installments of $3 million plus a balloon payment
of $114 million. We expect that the revolving credit facility will be in an amount equal to the lower of $30 million or 10% of the
combined fair market value of the vessels. The revolving credit facility will be available for drawing on a full revolving basis from
drawdown of the term loan, up to three months prior to the final maturity date, in minimum amount of $5 million. All amounts
outstanding are subject to repayment by the final maturity date, which we expect will be in June 2018. We therefore classified
the $73.5 million outstanding loan under the Golar Maria credit facility, under long-term debt in our consolidated balance sheet.
High-yield Bonds
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In October 2012, we completed the issuance of NOK 1,300 million senior unsecured bonds that mature in October 2017. The
aggregate principal amount of the bonds at the time of issuance is equivalent to approximately $227 million. The bonds bear
interest at three months NIBOR plus a margin of 5.20% payable quarterly. All interest and principal payments on the bonds were
swapped into U.S. dollars including fixing interest payments at 6.485%. The net proceeds from the bonds were used primarily to
repay the $222.3 million 6.75% loan due October 2014 from Golar that was utilized to purchase the Golar Freeze (Golar LNG
Vendor Financing Loan - Golar Freeze). The bonds were listed on the Oslo Bors ASA in December 2012. As of December 31,
2014, the U.S. dollar equivalent of the principal amount is $174.5 million.
Golar LNG Partners Credit Facility
In September 2008, we refinanced existing loan facilities in respect of two of our vessels, the Methane Princess and the Golar
Spirit, and entered into a new $285 million revolving credit facility with a banking consortium. The loan is secured against the
Golar Spirit and the assignment to the lending banks of a mortgage given to us by the lessors of the Methane Princess, with a
second priority charge over the Golar Mazo.
The revolving credit facility accrued floating interest at a rate per annum equal to LIBOR plus a margin of 1.15% until November
2014. The margin on LIBOR was changed to 1.34% in November 2014 due to a change in covenant requirements. The initial draw
down amounted to $250 million in November 2008. The total amount outstanding at the time of refinancing, in respect of the two
vessels’ facilities was $202.3 million. The revolving credit facility is a reducing facility which decreases by $2.5 million per quarter
from June 30, 2009 through December 31, 2012 and by $5.5 million per quarter from March 31, 2013 through December 31, 2017.
As of December 31, 2013, we had an undrawn $65 million available to us under this revolving credit facility, which we drew down
in March 2014. Accordingly, as of December 31, 2014, we have no ability to draw additional amounts under this facility. The loan
has a term of ten years and is repayable in quarterly installments commencing in May 2009 with a final balloon payment of $137.5
million due in March 2018, its maturity date. As of December 31, 2014, $203.5 million was outstanding on the revolving credit
facility.
Golar Partners Operating Credit Facility
In June 2013, we refinanced existing lease financing arrangements in respect of two vessels, the Golar Winter and the Golar
Grand, and entered into a new five year, $275 million loan facility with a banking consortium. The loan facility is split into two
tranches, a $225 million term loan facility and a $50 million revolving credit facility which matures in June 2018. In December
2014, we drew down $40 million on the revolving credit facility. As of December 31, 2014, we had an undrawn balance of $10
million available to us under this revolving credit facility. The loan facility is secured against the Golar Winter and the Golar
Grand and is repayable in quarterly installments with a final balloon payment of $130 million payable in July 2018. The loan
facility and the revolving credit facility bear interest at LIBOR plus a margin of 3% together with a commitment fee of 1.2% on
any undrawn portion of the facility. As of December 31, 2014, we had $235.0 million of borrowings outstanding under the Golar
Partners Operating credit facility.
Golar Freeze Facility
We assumed the Golar Freeze facility pursuant to the purchase of the Golar Freeze from Golar, in October 2011. The amount
originally drawn down under the facility in June 2010 was $125 million. The amount outstanding under the facility at the time we
assumed the debt was approximately $108.0 million. The Golar Freeze facility is secured against the Golar Freeze. The facility
is with a syndicate of banks and financial institutions and bears interest at LIBOR plus a margin of 3%. The facility is split into
two tranches, the commercial loan facility and the Exportfinans loan facility. The Exportfinans loan facility tranche is for $50
million with a term of eight years and repayable in equal quarterly installments with the final payment due in June 2018. The
Golar Freeze facility requires certain balances to be held on deposit during the period of the loan (see note 17). The commercial
loan facility tranche matures in May 2015 and the Exportfinans loan facility tranche matures in 2018.
Repayments under the commercial loan facility tranche are due quarterly based on an annuity profile with a final balloon payment
of $34.8 million payable in May 2015 which is presented under current debt. As of December 31, 2014, we had $59.1 million of
borrowings outstanding under the Golar Freeze facility.
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In April 2015, we obtained a signed term sheet from certain lenders to refinance the Golar Maria credit facility (which matures in
December 2015) and the commercial loan tranche of the Golar Freeze facility (which matures in June 2015). The entry into the
new credit agreement to refinance the Golar Maria credit facility and the commercial loan tranche of the Golar Freeze facility is
subject to the negotiation and execution of a definitive credit agreement and the satisfaction of certain conditions ordinarily
contained in these types of credit agreements. We cannot assure you that such proposed new credit agreement will be executed or
that it will become effective prior to the maturity date of the Golar Maria credit facility or the commercial loan tranche of the
Golar Freeze facility. Based on the term sheet, we expect that the facility will be a senior secured amortizing term loan and
revolving credit facility in an amount equal to the lesser of $180 million or 60% of the combined fair market value of the vessels,
the Golar Maria and the Golar Freeze, of which $120 million is a binding commitment. We expect that the facility will be divided
to a term loan facility and a revolving credit facility. We expect that the term loan will be in an amount equal to the lesser of $150
million or 50% of the combined fair market value of the vessels and will be repaid in 12 quarterly installments of $3 million plus
a balloon payment of $114 million. We expect that the revolving credit facility will be equal to the lower of $30 million or 10%
of the combined fair market value of the vessels. The revolving credit facility will be available for drawing on a full revolving
basis from drawdown of the term loan, up to three months prior to the final maturity date, in a minimum amount of $5 million.
All amounts outstanding will be subject to repayment by the final maturity date, which we expect will be June 30, 2018. We
therefore classified $34.8 million due under the commercial loan tranche of the Golar Freeze credit facility under long term-debt
in our consolidated balance sheet.
NR Satu Facility
In December 2012, PTGI, the company that owns and operates the FSRU, NR Satu, entered into a seven year secured loan facility.
The total facility amount is $175 million and is split into two tranches, a $155 million term loan facility and a $20 million revolving
facility. The facility is with a syndicate of banks and bears interest at LIBOR plus a margin of 3.5% together with a commitment
fee of 1.4% on any undrawn portion of the facility. PTGI drew down $155 million on the term loan facility in December 2012.
As of December 31, 2014, we had an undrawn balance of $20 million available to us under the revolving facility. The loan is
payable on a quarterly basis with a final balloon payment of $52.5 million payable in March 2020. The NR Satu facility requires
certain balances to be held on deposit during the period of the loan (see note 17). As of December 31, 2014, we had $126.4 million
of borrowings outstanding under this facility.
Golar Igloo Debt
?
The Golar Igloo debt originally formed part of Golar's $1.125 billion facility to fund eight of its newbuildings. The portion of the
debt secured against the Golar Igloo was assumed by us upon our acquisition of the vessel from Golar in March 2014. The amount
drawn down under the original facility and the balance outstanding at the date of acquisition was $161.3 million. The Golar Igloo
debt bears interest at LIBOR plus a margin. The debt is divided into three tranches, with the following general terms, in line with
the original facility:
?
Tranche
K-Sure
KEXIM
Proportion of
debt
40%
40%
Term of loan
12 years
12 years
Commercial
20%
5 years
Repayment terms
Semi-annual installments
Semi-annual installments
Semi-annual installments, unpaid balance to be
refinanced after 5 years
Margin on
LIBOR
2.10%
2.75%
2.75%
?
The K-Sure Tranche, is funded by a consortium of lenders, of which 95% is guaranteed by a Korean Trade Insurance Corporation
(or K-Sure) policy; the KEXIM tranche is funded by the Export Import Bank of Korea (or KEXIM). The commercial tranche is
funded by a syndicate of banks and is for a term of five years from the date of drawdown with a final balloon payment of $20.2
million due in February 2019. In the event the commercial tranche is not refinanced prior to the end of the five years, KEXIM has
an option to demand repayment of the balance outstanding under the KEXIM tranche. As of December 31, 2014, we had $154.6
million of borrowings outstanding under the facility.
As of December 31, 2014, the margins we pay under our loan agreements are above LIBOR at a fixed or floating rate ranging
from 1.34% to 3.50%. The margin related to our high-yield bond is 5.20% above NIBOR.
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Debt and lease restrictions
Our loan debt is collateralized by ship 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 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 lenders. In addition, lenders may accelerate the maturity of indebtedness under 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 the covenants contained in the financing agreements. Our various debt agreements contain certain covenants, which require
compliance with certain financial ratios. Such ratios include equity ratio covenants, working capital ratios, net debt to EBITDA
ratios and minimum free cash restrictions. With regards to cash restrictions, we have covenanted to retain at least $30 million of
cash and cash equivalents on a consolidated group basis. In addition, there are cross default provisions in most of our and Golar's
loan and lease agreements.
22. CAPITAL LEASES
(in thousands of $)
Total obligations under capital leases
2014
2013
150,997
159,008
As of December 31, 2014 and 2013, we operated one vessel under capital lease.
The leasing transaction, which occurred in August 2003, was in relation to the newbuilding, the Methane Princess. We novated
the Methane Princess newbuilding contract prior to completion of construction and leased the vessel from the same financial
institution in the United Kingdom (“The Methane Princess Lease”). The lessor of the Methane Princess has a second priority
security interest in the Methane Princess and the Golar Spirit. Our obligation to the lessor under the Methane Princess Lease is
secured by a letter of credit (“LC”) provided by other banks. Details of the security deposit provided by us to the bank providing
the LC are given in note 17.
As of December 31, 2014, we are committed to make quarterly minimum capital lease payments (including interest), as follows:
Year ending December 31,
(in thousands of $)
2015
2016
2017
2018
2019
2020 and thereafter
Total minimum lease payments
Less: Imputed interest
Present value of minimum lease payments
Methane
Princess Lease
7,579
7,866
8,163
8,489
8,814
163,895
204,806
(53,809)
150,997
The Methane Princess Lease liability continues to increase until 2018 and thereafter decreases over the period to 2033, which is
the end of the primary term of the lease. The interest element of the lease rentals is accrued at a floating rate based upon British
Pound (GBP) LIBOR.
We determined that the entities that owned the vessels were variable interest entities in which we had a variable interest and was
the primary beneficiary. Upon the initial transfer of the vessels to the financial institutions, we measured the subsequently leased
vessels at the same amounts as if the transfer had not occurred, which was cost less accumulated depreciation at the time of transfer.
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23. OTHER LONG-TERM LIABILITIES
(in thousands of $)
Deferred credits from capital lease transactions
Deferred credits from capital lease transactions
(in thousands of $)
Deferred credits from capital lease transactions
Less: Accumulated amortization
Short-term (see note 20)
Long-term
2014
2013
17,281
17,904
2014
2013
24,691
(6,785)
17,906
625
17,281
17,906
24,691
(6,162)
18,529
625
17,904
18,529
In connection with the Methane Princess Lease (see note 22), we recorded an amount representing the difference between the net
cash proceeds received upon sale of the vessel and the present value of the minimum lease payments. The amortization of the
deferred credit for the year is offset against depreciation and amortization expense in the statement of operations. The deferred
credits represent the upfront benefits derived from undertaking finance in the form of a UK lease. The deferred credits are amortized
over the remaining estimated useful economic life of the Methane Princess on a straight-line basis.
Amortization for each of the years ended December 31, 2014, 2013 and 2012 was $0.6 million.
24. FINANCIAL INSTRUMENTS
Interest rate risk management
In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates. we
have entered into swaps that convert floating rate interest obligations to fixed rates, which from an economic perspective hedge
the interest rate exposure. Certain interest rate swap agreements qualify and are designated, for accounting purposes, as cash flow
hedges. We do not hold or issue instruments for speculative or trading purposes. The counterparties to such contracts are major
banking and financial institutions. Credit risk exists to the extent that the counterparties are unable to perform under the contracts;
however, we do not anticipate non-performance by any of our counterparties.
We manage our debt and capital lease portfolio with interest rate swap agreements in U.S. dollars to achieve an overall desired
position of fixed and floating interest rates. We hedge account for certain of our interest rate swap arrangements designated as
cash flow hedges. Accordingly, the net gains and losses have been reported in a separate component of accumulated other
comprehensive income to the extent the hedges are effective. The amount recorded in accumulated other comprehensive income
will subsequently be reclassified into earnings, within interest expense, in the same period as the hedged items affect earnings.
We have entered into the following interest rate swap transactions involving the payment of fixed rates in exchange for LIBOR:
Instrument
(in thousands of $)
Interest rate swaps:
Year End
Notional Amount
Maturity
Dates
Fixed Interest
Rate
Receiving floating, pay fixed
Receiving floating, pay fixed
December 31, 2014
December 31, 2013
919,130
2015 to 2020
0.92% to 2.96%
997,607
2014 to 2020
0.92% to 5.04%
During the year ended December 31, 2014, in connection with the acquisition of the Golar Igloo in March 2014, we assumed
Golar Igloo's bank debt and the related interest rate swap with a notional value of $100 million. Interest rate swaps with a notional
value of $130 million expired during the year ended December 31, 2014.
As of December 31, 2014 and 2013 the notional principal amount of the debt and capital lease obligations outstanding subject to
such swap agreements was $919.1 million and $997.6 million, respectively.
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The effect of cash flow hedging relationships relating to interest rate swap agreements on the statements of operations is as follows:
Derivatives designated as
hedging instruments
(in thousands of $)
Interest rate swaps
Effective
portion gain/(loss)
reclassified from
Accumulated Other
Comprehensive Loss
Ineffective Portion
Location
Other financial items, net
2014
(1,339)
2013
2012
775
—
2014
(1,210)
2013
2012
1,015
(409)
The effect of cash flow hedging relationships relating to interest rate swap agreements excluding the cross currency interest rate
swap on the other comprehensive income is as follows:
Derivatives designated as hedging instruments
(in thousands of $)
Interest rate swaps
Amount of gain/
(loss) recognized in
OCI on derivative
(effective portion)
2014
2013
2012
492
5,515
1,113
As of December 31, 2014 and 2013, our accumulated other comprehensive income included $3.4 million and $1.6 million of
unrealized gains, respectively, on interest rate swap agreements excluding the cross currency interest rate swap designated as cash
flow hedges.
The amounts reclassified from accumulated other comprehensive income (loss) to "Other financial items, net" for the years ended
December 31, 2014, 2013 and 2012 were $1.3 million loss, $0.8 million gain and $nil, respectively.
As of December 31, 2014, we do not expect any material amounts to be reclassified from accumulated other comprehensive income
to earnings during the next twelve months.
Foreign currency risk
For the periods reported, the majority of the vessels’ gross earnings were receivable in U.S. dollars and the majority of our
transactions, assets and liabilities were denominated in U.S. dollars, our functional currency. However, we incur expenditures in
other currencies. Our capital lease obligation and related restricted cash deposit are denominated in British Pounds. There is a risk
that currency fluctuations will have a negative effect on the value of our cash flows.
A net foreign exchange gain of $0.7 million, $2.3 million and $1.6 million arose in the years ended December 31, 2014, 2013 and
2012, respectively. The net foreign exchange gain of $0.7 million arose in the year ended December 31, 2014 as a result of the
$0.7 million gain (2013: $7.1 million gain) on the retranslation of our capital lease obligations and the cash deposits securing those
obligations offset by $nil (2013: $4.8 million loss) on the mark-to-market valuation on the Golar Winter currency swap. This swap
was terminated and cash settled in June 2013 in connection with the termination of the Golar Winter lease.
We entered into the Golar Winter currency swap in connection with the lease arrangement in respect of the Golar Winter, the
obligation in respect of which was denominated in GBP. In this transaction the restricted cash deposit, which secured the letter of
credit given to the lessor to secure part of Golar’s obligations to the lessor, was much less than the obligation and therefore, unlike
the Methane Princess Lease, did not provide a natural hedge. In order therefore, to hedge this exposure, we entered into a currency
swap with a bank, who was also the lessor, to exchange GBP payment obligations into U.S. dollar payment obligations. The swap
hedged the full amount of the GBP lease obligation. In June 2013, in connection with the termination of the lease financing
arrangement in respect of the Golar Winter, the associated Golar Winter currency swap was also terminated.
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As of December 31, 2014, we have the following foreign currency forward contract:.
Instrument
(in thousands)
Currency rate swaps:
Singapore dollars
Notional Amount
Receiving in
foreign currency
Pay in USD
Maturity
Date
Average forward
rate USD foreign
currency
563
441
2015
1.276
As of December 31, 2013, we had no foreign currency forward contract.
Cross currency interest rate swap
As of December 31, 2014 and 2013, the details of our cross currency interest rate swap are as follows:
Interest rate element
Currency element
Notional Amount
Instrument
(in thousands)
Notional
Amount
Fixed Interest
Rate
Receiving in
Norwegian
Kroner
Pay in USD
Maturity
Date
Average forward
rate USD foreign
currency
Cross currency interest rate swap
227,193
6.485%
1,300,000
227,193
2017
5.722
As described in note 21, we issued NOK denominated senior unsecured bonds. In order to hedge our exposure, we entered into a
non-amortizing cross currency interest rate swap agreement. The swap hedges both the full redemption amount of the NOK
obligation and the related quarterly interest payments. We designated the cross currency interest rate swap as a cash flow hedge.
Accordingly, the net loss recognized in accumulated other comprehensive income is as follows:
Derivatives designated as hedging instruments
(in thousands of $)
Cross currency interest rate swap
Amount of gain/
(loss) recognized in
OCI on derivative
(effective portion)
2014
2013
2012
(184)
1,080
(5,063)
As of December 31, 2014 and 2013, our accumulated other comprehensive income included $4.2 million and $4.0 million of
unrealized losses, respectively, on the cross currency interest rate swap designated as a cash flow hedge. There has been no
ineffectiveness in any of the years presented.
The amount recorded in accumulated other comprehensive income will subsequently be reclassified into earnings in the same
period as the hedged item affects earnings. As of December 31, 2014, we do not expect any material amounts to be reclassified
from accumulated other comprehensive income to earnings during the next twelve months.
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.
There have been no transfers between different levels in the fair value hierarchy during the year.
The carrying value and estimated fair value of our financial instruments at December 31, 2014 and 2013 are as follows:
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(in thousands of $)
Non-Derivatives:
Cash and cash equivalents
Restricted cash and short-term investments
Short-term debt due to related party
High-yield bonds(1)
Long-term debt—floating(2)
Obligations under capital leases(2)
Derivatives:
Interest rate swaps asset(3)(4)
Interest rate swaps liability(3)(4)
Cross currency interest rate swap liability(3)(5)
Foreign currency swaps liability(3)
Fair Value
Hierarchy(1)
2014
Carrying
Value
2014 Fair
Value
2013
Carrying
Value
2013 Fair
Value
Level 1
Level 1
Level 3
Level 1
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
98,998
172,383
20,000
174,450
858,082
150,997
3,617
15,222
56,639
16
98,998
172,383
20,000
173,578
858,082
150,997
3,617
15,222
56,639
16
103,100
170,176
—
214,100
675,371
159,008
5,335
15,119
16,804
—
103,100
170,176
—
221,166
675,371
159,008
5,335
15,119
16,804
—
__________________________________________
(1) This pertains to high-yield bonds with a carrying value of $174.5 million as of December 31, 2014 which is included under long-term debt
on the balance sheet. The fair value of the high-yield bonds as of December 31, 2014 was $173.6 million (2013: $221.2 million), which
represents 99.5% (2013: 103.3%) of its face value.
(2) Our debt and capital lease obligations are recorded at amortized cost in the consolidated balance sheets.
(3) Derivative liabilities are captured within other current liabilities and derivative assets are captured within long-term assets on the balance
sheet.
(4) The fair value/carrying value of interest rate swap agreements (excluding the cross currency interest rate swap described in footnote 5) that
qualify and are designated as cash flow hedges as of December 31, 2014 and 2013 was $2.0 million (with a notional amount of $211.6
million) and $3.5 million (with a notional amount of $287.1 million), respectively. The expected maturity of these interest rate agreements
is from May 2015 to March 2018.
(5) We issued NOK denominated senior unsecured bonds. In order to hedge our exposure, we entered into a non-amortizing cross currency
interest rate swap agreement. The swap hedges both the full redemption amount of the NOK obligation and the related quarterly interest
payments. We designated the cross currency interest rate swap as a cash flow hedge.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument.
The carrying values of accounts receivable, accounts payable, accrued liabilities and working capital facilities approximate fair
values because of the short maturity of these instruments.
Certain methods and assumptions were used to estimate the fair value of each class of financial instruments. The carrying amounts
of accounts receivables, accounts payables and accrued liabilities approximate fair values because of the short maturity of those
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 investments 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 carrying value of short-term debt due to related party refers to our revolving credit facility with Golar. The carrying amount
of this debt approximates its fair value because of the short maturity of this instrument.
The estimated fair value of our high yield bonds is based on the quoted market price as of the balance sheet date.
The estimated fair value for 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 values of long-term lease obligations under capital leases are considered to be equal to the carrying value since
they bear interest at rates, which are reset on a quarterly basis.
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The fair value of our 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, and our credit worthiness and of our swap
counterparty. The mark-to-market gain or loss on our interest rate and foreign currency swaps that are not designated as hedges
for accounting purposes for the period is reported in the statement of operations caption "other financial items, net" (see note 7).
The credit exposure of interest rate swap agreements is represented by the fair value of contracts with a positive fair value at the
end of each period, reduced by the effects of master netting agreements. 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 that 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. However, if we were to offset and record the asset and liability balance of
derivatives on a net basis, the amounts presented in our consolidated balance sheets as of December 31, 2014 and 2013 would be
adjusted as detailed in the following table:
December 31, 2014
Gross amounts
not offset in the
consolidated
balance sheet
subject to
netting
agreements
(1,831)
(1,831)
Gross amounts
presented in the
consolidated
balance sheet
3,617
15,222
Gross amounts
presented in the
consolidated
balance sheet
5,335
15,119
Net amount
1,786
13,391
December 31, 2013
Gross amounts
not offset in the
consolidated
balance sheet
subject to
netting
agreements
—
—
Net amount
5,335
15,119
(in thousands of $)
Total asset derivatives
Total liability derivatives
The cross currency interest rate swap has a credit support arrangement that requires us to provide cash collateral in the event that
the market valuation drops below a certain level. Valuation has fallen below this level and a cash collateral amounting to $9.7
million has been provided as of December 31, 2014 (see note 17).
The fair value measurement of an asset or a liability must reflect the non-performance of the entity. Therefore, the impact of our
credit worthiness has also been factored into the fair value measurement of the derivative instruments in a liability position. A
credit valuation adjustment of $3.2 million (2013: $nil) was recognized for the year ended December 31, 2014 in relation to our
cross-currency swap.
The cash flows from economic hedges are classified in the same category as the cash flows from the items subject to the economic
hedging relationship.
Concentrations of risk
The maximum exposure to credit risk is the carrying value of cash and cash equivalents, restricted cash and short-term investments,
trade accounts receivable, other receivables and amounts due from related parties. There is a concentration of credit risk with
respect to cash and cash equivalents, restricted cash and short-term investments to the extent that substantially all of the amounts
are carried with Nordea Bank Finland Plc, Lloyds TSB Bank plc, Citibank, DNB Bank ASA, Santander UK plc, Sumitomo Mitsui
Banking Corporation and Standard Chartered PLC. However, we believe this risk is remote.
During the year ended December 31, 2014, seven customers accounted for all of our revenues. These revenues and associated
accounts receivable are derived from two time charters with BG Group plc, one time charter with Pertamina, one time charter
with DUSUP, two time charters with Petrobras, one time charter with PTNR, one time charter with Eni S.p.A. and one time charter
with KNPC. We consider the credit risk of BG Group plc, Petrobras, DUSUP, PTNR, Eni S.p.A and KNPC to be low. Pertamina
is a state enterprise of the Republic of Indonesia. Credit risk is mitigated by the long-term contract with Pertamina being payable
monthly in advance and further, the gas sales contracts are with the Chinese Petroleum Corporation, our joint venture partner in
the Golar Mazo.
During the years ended December 31, 2014, 2013 and 2012, Petrobras accounted for at least 25% of gross revenue (see note 6).
Details of revenues derived from each customer for the years ended December 31, 2014, 2013 and 2012 are found in note 6.
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25. RELATED PARTY TRANSACTIONS
Historically, the Combined Entity and the Dropdown Predecessor were an integrated part of Golar. As such, the Bermudan and
London office locations of Golar have provided general and corporate management services for the Combined Entity and Dropdown
Predecessor as well as other Golar entities and operations. Consequently, for the purpose of the combined statement of operations
this includes allocations for administrative expenses and other financial items as described in note 2 which are excluded from the
disclosures below:
Net expenses from related parties:
(in thousands of $)
Transactions with Golar and affiliates:
Management and administrative services fees (a)
Ship management fees (b)
Interest expense on high-yield bonds (c)
Interest expense on Golar LNG vendor financing loan - Golar Freeze (d)
Interest expense on Golar LNG vendor financing loan - NR Satu (e)
Interest expense on Golar Energy loan (f)
2014
2013
2012
2,877
7,746
—
—
—
—
2,569
6,701
1,972
—
—
—
2,876
4,222
575
11,921
4,737
829
25,160
Total
10,623
11,242
Receivables (payables) from related parties:
As of December 31, 2014 and 2013, balances with related parties consisted of the following:
(in thousands of $)
Trading balances due to Golar and affiliates (g)
Methane Princess Lease security deposit movements (h)
Short-term loan due to Golar (i)
2014
2013
(13,337)
3,486
(20,000)
(29,851)
(5,989)
4,257
—
(1,732)
__________________________________________
(a) Management and administrative services agreement - On March 30, 2011, we entered into a management and administrative
services agreement with Golar Management, a wholly-owned subsidiary of Golar, pursuant to which Golar Management will
provide to us certain management and administrative services. The services provided by Golar Management are charged at cost
plus a management fee equal to 5% of Golar Management’s costs and expenses incurred in connection with providing these
services. We may terminate the agreement by providing 120 days' written notice.
(b) Ship management fees - Golar and certain of its affiliates charged ship management fees to us for the provision of technical
and commercial management of the vessels. Each of our vessels is subject to management agreements pursuant to which certain
commercial and technical management services are provided by certain affiliates of Golar, including Golar Management and Golar
Wilhelmsen AS ("Golar Wilhelmsen"), a partnership that is jointly controlled by Golar and by Wilhelmsen Ship Management
(Norway) AS. We may terminate these agreements by providing 30 days' written notice.
(c) High-yield bonds - In October 2012, we completed the issuance of NOK1,300 million in senior unsecured bonds that mature
in October 2017. The aggregate principal amount of the bonds is equivalent to approximately $227 million at the time of issuance.
Of this amount, NOK200 million (2012: approximately $35.0 million) was held by Golar until their disposal in November 2013
(see note 21).
(d) Golar LNG vendor financing loan - Golar Freeze - In October 2011, in connection with the purchase of the Golar Freeze, we
entered into a financing loan agreement with Golar for an amount of $222.3 million. The facility was unsecured and bore interest
at a fixed rate of 6.75% per annum payable quarterly. The loan was non-amortizing with a final balloon payment of $222.3 million
due in October 2014. The loan was repaid in October 2012 using the net proceeds from the bond issuance.
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(e) Golar LNG vendor financing loan - NR Satu - In July 2012, in connection with the purchase of the NR Satu, we entered into
a financing loan agreement with Golar for an amount of $175 million. Of this amount, $155 million was drawn down in July 2012.
A further $20 million was available for draw down until July 2015. The facility is unsecured and bears interest at a fixed rate of
6.75% per annum payable quarterly. The loan is non-amortizing with a final balloon payment for the amount drawn down due
within three years from the date of draw down. The loan was repaid in December 2012 using the proceeds from the NR Satu
facility.
(f) Golar Energy loan - In January 2012, Golar LNG (Singapore) Pte. Ltd. ("Golar Singapore"), the subsidiary which holds the
investment in PTGI, drew down $25 million on its loan agreement entered into in December 2011 with Golar LNG Energy Limited
("Golar Energy"). The loan was unsecured, repayable on demand and bore interest at the rate of 6.75% per annum payable on a
quarterly basis. In connection with the acquisition of the subsidiaries that own and operate the NR Satu, all amounts payable to
Golar Energy by the subsidiaries acquired by us, including Golar Singapore, were extinguished.
(g) Trading balances - Primarily relate to unpaid fees and expenses for management and administrative services and vessel
management services performed by Golar and its affiliates. In addition, certain receivables and payables arise when we pay an
invoice on behalf of a related party and vice versa. Receivables and payables are generally settled quarterly in arrears. Trading
balances due to Golar and its affiliates are unsecured, interest-free and intended to be settled in the ordinary course of business.
(h) Methane Princess Lease security deposit movements - This represents net advances to Golar since the IPO, which correspond
with the net release of funds from the security deposits held relating to the Methane Princess Lease. This is in connection with the
Methane Princess tax lease indemnity provided by Golar under the Omnibus Agreement (see below). Accordingly, these amounts
held with Golar will be settled as part of the eventual termination of the Methane Princess Lease.
(i) $20 million revolving credit facility - On April 13, 2011, we entered into a $20 million revolving credit facility with Golar. The
facility matures in June 2015 and is unsecured and interest-free. In March 2014, we drew down $20 million from the facility. As
of December 31, 2014, we have an outstanding balance of $20 million under this facility.
(j) Dividends to China Petroleum Corporation - During the years ended December 31, 2014, 2013 and 2012, Faraway Maritime
Shipping Co., which is 60% owned by us and 40% owned by China Petroleum Corporation ("CPC"), paid total dividends to CPC
of $13.7 million, $10.6 million and $1.8 million, respectively.
(k) Acquisitions from Golar - We acquired from Golar equity interests in certain subsidiaries which own or lease and operate the
NR Satu, the Golar Grand, the Golar Maria and the Golar Igloo. The acquisition of the first two vessels were concluded between
entities under common control and, thus, the net assets acquired were recorded at historic book value. The acquisition of the Golar
Maria and the Golar Igloo were accounted for as a business combination (see note 10).
Our Board of Directors ("the Board") and the Conflicts Committee of the Board (the "Conflicts Committee") approved the purchase
price and vendor financing loan (where applicable) for each transaction. The Conflicts Committee retained a financial advisors,
to assist with its evaluation of the transaction.
NR Satu
On July 19, 2012, we acquired Golar’s equity interests in certain subsidiaries which own and operate the NR Satu. The purchase
consideration was $385 million for the vessel and working capital adjustments of $3.0 million, resulting in total purchase
consideration of approximately $388 million of which $230 million was financed from the proceeds of the July 2012 equity offering
and $155 million in the form of the Golar LNG vendor financing loan, further described in paragraph (e) above.
Golar Grand
On November 8, 2012, we acquired Golar's equity interests in subsidiaries which lease and operate the Golar Grand. The purchase
consideration was $265 million for the vessel and working capital adjustments of $2.6 million, net of the assumed capital lease
obligation of $90.8 million, resulting in total purchase consideration of $176.8 million which was principally financed from the
proceeds of the November 2012 equity offering.
Golar Maria and the Golar Igloo
In February 2013 and March 2014, we acquired Golar's 100% interest in the companies that own and operate the Golar Maria
and the Golar Igloo, respectively. The details of the transactions are omitted from the table above, as these were accounted for as
business combinations (see note 10).
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(l) Payment due under Omnibus Agreement - During the years ended December 31, 2014 and 2013, we incurred expenses of $nil
and $3.3 million, respectively, which was indemnified by Golar as part of the Omnibus agreement.
(m) Dividends to Golar - Since our IPO in April 2011, we have declared and paid quarterly distributions totaling $61.3 million,
$63.7 million and $47.3 million to Golar for each of the years ended December 31, 2014, 2013 and 2012, respectively.
Golar Grand option
In connection with the acquisition of the Golar Grand in November 2012, we entered into an Option Agreement with Golar. Under
the Option Agreement, we had an option to require Golar to enter into a new time charter with Golar as charterer until October
2017, if the original charterer did not renew or extend the existing charter after the initial term (which expired in February 2015).
The charterer did not extend the charter. Accordingly, in February 2015, we exercised our option to require Golar to charter the
vessel through to October 2017 at approximately 75% of the hire rate that would have been payable by the charterer, representing
an approximate 25% loss of daily revenue to us with respect to the Golar Grand.
Indemnifications and guarantees
Tax lease indemnifications
Under the Omnibus Agreement, Golar has agreed to indemnify us in the event of any liabilities in excess of scheduled or final
settlement amounts arising from the Methane Princess leasing arrangement and the termination thereof.
In addition, Golar has agreed to indemnify us against any liabilities incurred as a consequence of a successful challenge by the
UK Revenue Authorities with regard to the initial tax basis of the transactions in respect of the Methane Princess and other vessels
previously financed by UK tax leases or in relation to the restructuring terminations in 2010.
Environmental and other indemnifications
Under the Omnibus Agreement, Golar has agreed to indemnify us until April 13, 2016, against certain environmental and toxic
tort liabilities with respect to the assets that Golar contributed or sold to us to the extent arising prior to the time they were
contributed or sold. However, claims are subject to a deductible of $0.5 million and an aggregate cap of $5 million.
In addition, pursuant to the Omnibus Agreement, Golar agreed to indemnify us for any defects in title to the assets contributed or
sold to us and any failure to obtain, prior to April 13, 2011, certain consents and permits necessary to conduct our business, which
liabilities arise within three years after the closing of our IPO on April 13, 2011.
Acquisition of Golar Freeze and NR Satu
Under the Purchase, Sale and Contribution Agreement entered into between Golar and us on October 19, 2011 and July 19, 2012,
Golar has agreed to extend the above indemnifications to include any liabilities relating to the Golar Freeze and the NR Satu.
Accordingly, as of December 31, 2014, Golar indemnified us $0.5 million in relation to a claim related to the NR Satu (see note
26).
Acquisition of the Golar Maria and the Golar Igloo
Under the Purchase, Sale and Contribution Agreement entered into between Golar and us on February 7, 2013 and March 28, 2014
in relation to the Golar Maria and the Golar Igloo, respectively, Golar has agreed to indemnify us against certain environmental
and toxic tort liabilities with respect to the assets that Golar contributed or sold to us to the extent arising prior to the time they
were contributed or sold and to the extent that we notify Golar within five years of the date of the agreements.
Additionally, any losses, suffered or incurred by us as a result of any offhire time and repair costs due to delays in the mobilization
of the Golar Igloo will be indemnified by Golar.
26. OTHER COMMITMENTS AND CONTINGENCIES
Assets pledged
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(in thousands of $)
Book value of vessels and equipment secured against long-term loans and capital leases
2014
2013
1,623,423
1,409,284
Other contractual commitments and contingencies
Insurance
We insure the legal liability risks for our shipping activities with Gard and Skuld, which are mutual protection and indemnity
associations. As a member of a mutual association, we have inquired to the associations based on our claims record in addition to
the claims records of all other members of the association. A contingent liability exists to the extent that the claims records of the
members of the association in the aggregate show significant deterioration, which results in additional calls on the members.
Tax lease benefits
The benefits under lease financings are derived primarily from tax depreciation assumed to be available to lessors as a result of
their investment in the vessels. If that tax depreciation ultimately proves not to be available to the lessors, or is recovered from
the lessor as a result of adverse tax rate changes or rulings, or in the event we terminate one or more of our leases, we would be
required to return all or a portion of, or in certain circumstances significantly more than the upfront cash benefits that we received,
together with fees that were financed in connection with our lease financing transactions, post additional security or make additional
payments to our lessors. As of December 31, 2014, we have one remaining UK tax lease (relating to the Methane Princess). A
termination of this lease would realize the accrued currency gain or loss recorded against the lease liability, net of the restricted
cash. As of December 31, 2014, there was a net accrued gain of approximately $0.4 million.
Golar has agreed to indemnify us against any liabilities incurred as a consequence of a successful challenge by the UK Revenue
Authorities with regard to the initial tax basis of the transactions in respect of the remaining lease (including the other vessels
previously financed by UK tax leases) or in relation to the restructuring terminations in 2010.
Legal proceedings and claims
We may, from time to time, be involved in legal proceedings and claims that arise in the ordinary course of business.
PT Golar Indonesia, our subsidiary that is both the owner and operator of the NR Satu, was notified of a claim that may be filed
against it by PT Rekayasa, a subcontractor of the charterer, PT Nusantara Regas, claiming that we and our subcontractor caused
damage to the pipeline in connection with the FSRU conversion of the NR Satu and the related mooring. We entered into compromise
settlement discussions with the other parties which concluded in December 2014. The compromise settlement amount of $3.0
million was paid in December 2014, of which we recovered $2.5 million from our subcontractor who was also a party to these
settlement discussions. As part of the disposal of the NR Satu in July 2012 by Golar, Golar has agreed to indemnify us against
any non-recoverable losses arising from actions prior to the disposal. As of December 31, 2014, we have recorded a receivable
of $0.5 million from Golar in relation to this indemnity for our non-recoverable losses.
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27. EQUITY ISSUANCES
The following table summarizes the issuances of common and general partner units since our IPO in April 2011:
Number of
Common
Units
Issued1
7,294,305
Date
July 2012
November 2012
5,824,590
January 2013
December 2013
4,316,947
5,100,000
$
$
$
$
Gross
Proceeds
(in
thousand
s of $)2
230,366
Net
Proceeds
(in
thousands
of $)
221,746
Golar's
Ownership
after the
Offering3
Use of Proceeds
57.5% Acquisition of the NR Satu
Offering
Price
30.95
30.50
181,275
180,105
54.1%
29.74
29.10
131,006
151,439
130,244
150,342
50.9%
41.4% Acquisition of the Golar Igloo
Acquisition of the Golar
Grand
Acquisition of the Golar
Maria
_________________________________________
1 Includes common units issued by us to Golar in a private placement made concurrent to the public offering of 969,305 common
units, 1,524,590 common units and 416,947 common units in July 2012, November 2012 and January 2013, respectively. There
was no private placement of common units to Golar in the December 2013 offering, however, 3,400,000 of our common units
held by Golar were sold to the public in a secondary offering.
2 Includes General Partner's 2% proportionate capital contribution.
3 Includes Golar's 2% general partner interest in the Partnership.
The following table shows the movement in the number of common units, subordinated units and general partner units during the
years ended December 31, 2014 and 2013:
(in units)
December 31, 2012
January 2013 offerings
December 2013 offerings
December 31, 2013 and 2014
Common Units
Subordinated Units
GP Units
36,246,149
4,316,947
5,100,000
45,663,096
15,949,831
1,065,225
—
—
88,101
104,082
15,949,831
1,257,408
In January 2015, 7,170,000 of our common units representing limited partner interests in the Partnership held by Golar were sold
to the public in a secondary offering (see note 29).
28. EARNINGS PER UNIT AND CASH DISTRIBUTIONS
Earnings per unit have been calculated in accordance with the distribution guidelines set forth in the Partnership agreement and
are determined by adjusting net income for the period by distributions made or to be made in relation to the period irrespective
of the declaration and payment dates. The calculations of basic and diluted earnings per unit are presented below:
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(in thousands of $ except unit and per unit data)
Net income attributable to general partner and limited partner interests
Less: Dropdown Predecessor net income
Less: distributions paid (1)
Under distributed earnings
Under distributed earnings attributable to:
Common unit holders
Weighted average units outstanding (basic and diluted) (in thousands):
Common units
Earnings per unit (basic and diluted):
Common unit holders
Cash distributions declared and paid in the period per unit (2):
Subsequent event: Cash distributions declared and paid per unit relating to
the period (3)
__________________________________________
2014
2013
2012
174,154
—
(143,450)
30,704
141,296
—
(127,260)
14,036
116,418
(28,015)
(87,072)
1,331
13,347
6,649
1,304
45,663
40,417
27,441
2.47
2.14
0.56
2.31
2.05
0.52
2.08
1.78
0.50
(1) This refers to distributions made or to be made in relation to the period irrespective of the declaration and payment dates
and based on the number of units outstanding at the quarter end date. This also includes cash distributions to IDR holders
for the years ended December 31, 2014, 2013 and 2012 of $6.3 million, $4.9 million and $nil, respectively.
(2) Refers to cash distributions declared and paid during the period.
(3) Refers to cash distributions declared and paid subsequent to the period end.
As of December 31, 2014, of our total number of units outstanding, 59% (2013: 59%) were held by the public and the remaining
units were held by Golar (including the general partner units representing a 2% interest).
Earnings per unit is determined by adjusting net income for the period by distributions made or to be made in relation to the period.
Any earnings in excess of distributions are allocated to partnership units based upon the cash distribution guidelines in our First
Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). Any distributions in excess of earnings
are allocated to partnership units based upon the allocation and distribution of amounts from partners’ capital accounts. The
resulting earnings figure is divided by the weighted-average number of units outstanding during the period.
The General Partner’s, common unit holders’ and subordinated unit holder’s interests in net income are calculated as if all net
income was distributed according to the terms of the Partnership Agreement, regardless of whether those earnings would or could
be distributed. The Partnership Agreement does not provide for the distribution of net income; rather, it provides for the distribution
of available cash, which is a contractually defined term that generally means all cash on hand at the end of the quarter after
establishment of cash reserves determined by our board of directors to provide for the proper conduct of our business including
reserves for maintenance and replacement capital expenditure and anticipated credit needs. In addition, the General Partner and
Golar Energy (both subsidiaries of Golar) are currently entitled to incentive distributions if the amount we distribute to unit holders
with respect to any quarter exceeds specified target levels. Unlike available cash, net income is affected by non-cash items, such
as depreciation and amortization, unrealized gains or losses on non-designated derivative instruments and foreign currency
translation gains (losses).
Under the Partnership Agreement, during the subordination period, the common units will have the right to receive distributions
of available cash from operating surplus in an amount equal to the minimum quarterly distribution of $0.3850 per unit per quarter,
plus any arrearages in the payment of minimum quarterly distribution on the common units from prior quarters, before any
distributions of available cash from operating surplus may be made on the subordinated units.
The amount of the minimum quarterly distribution is $0.3850 per unit or $1.54 unit per unit on an annualized basis and is made
in the following manner, during the subordination period:
•
•
First, 98% to the common unit holders, pro rata, and 2% to the General Partner until each common unit has received
a minimum quarterly distribution of $0.3850;
Second, 98% to the common unit holders, pro rata, and 2% to the General Partner, until each common unit has
received an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units
for prior quarters during the subordination period; and
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• Third, 98% to the holders of subordinated units, pro rata, and 2% to the General Partner until each subordinated unit
has received a minimum quarterly distribution of $0.3850.
In addition, the General Partner and Golar Energy currently hold all of the incentive distribution rights in the Partnership. Incentive
distribution rights represent the right 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.
If for any quarter:
• we have distributed available cash from operating surplus to the common and subordinated unit holders in an amount
equal to the minimum quarterly distribution; and
•
we have distributed available cash from operating surplus on outstanding common units in an amount necessary to
eliminate any cumulative arrearages in payment of the minimum quarterly distribution;
then, we will distribute any additional available cash from operating surplus for that quarter among the unit holders and the General
Partner in the following manner:
•
•
•
•
first, 98.0% to all unit holders, pro rata, and 2.0% to the General Partner, until each unit holder receives a total of
$0.4428 per unit for that quarter (the “first target distribution”);
second, 85.0% to all unit holders, pro rata, 2.0% to the General Partner and 13.0% to the holders of the incentive
distribution rights, pro rata, until each unit holder receives a total of $0.4813 per unit for that quarter (the “second
target distribution”);
third, 75.0% to all unit holders, pro rata, 2.0% to the General Partner and 23.0% to the holders of the incentive
distribution rights, pro rata, until each unit holder receives a total of $0.5775 per unit for that quarter (the “third target
distribution”); and
thereafter, 50.0% to all unit holders, pro rata, 2.0% to the General Partner and 48.0% to the holders of the incentive
distribution rights, pro rata.
In each case, the amount of the target distribution set forth above is exclusive of any distributions to common unit holders to
eliminate any cumulative arrearages in payment of the minimum quarterly distribution. The percentage interests set forth above
assume that the General Partner maintains its 2.0% general partner interest and that we do not issue additional classes of equity
securities.
29. SUBSEQUENT EVENTS
In January 2015, we completed our acquisition of interests in the companies that own and operate the FSRU, the Golar Eskimo
(see note 30).
In January 2015, we closed a secondary offering of 7,170,000 shares of our common units representing limited partner interests
in the Partnership held by Golar at a price to the public of $29.90 per unit. Following the offering, Golar’s stake in us was reduced
from 41% to 30%. We did not receive any proceeds from the sale of common shares by Golar and the number of common units
outstanding will remain unchanged.
On February 24, 2015, Mr. Hans Petter Aas and Mr. Bart Veldhuizen resigned from our board of directors. To fill the vacancies
for their respective remaining terms, Mr. Andrew Whalley and Mr. Alf Thorkildsen, were appointed by the remaining directors
elected by our common unitholders. In addition, Mr. Doug Arnell (the ex-CEO of Golar Management Limited), was appointed to
our board by our general partner.
In February 2015, we paid a cash distribution of $0.5625 per unit in respect of the three months ended December 31, 2014.
In February 2015, we exercised the option to require Golar to charter Golar Grand with us until October 2017 as BG Group plc
did not renew or extend the existing charter. See note 25 - Golar Grand Option.
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In April 2015, we obtained a signed term sheet from certain lenders in an amount equal to the lesser of $180 million or 60% of
the combined fair market values of the Golar Maria and the Golar Freeze (of which $120 million is a binding commitment), to
refinance the Golar Maria credit facility (which expires in December 2015) and the commercial loan tranche of the Golar Freeze
credit facility (which expires in June 2015). The entry into the new credit agreement to refinance these facilities is subject to the
negotiation and execution of a definitive credit agreement and the satisfaction of conditions ordinarily contained in these types of
credit agreements. There is no assurance that such proposed new credit agreement will be executed or that it will be effective
prior to the maturity of our debt that matures in 2015. We expect that the proposed new credit facility will be split into two tranches,
a $150 million term loan facility and a $30 million revolving credit facility. We expect that the term loan facility in the new credit
facility will be payable in quarterly installments of $3 million with a balloon payment due at maturity, which is expected to be in
June 2018.
On April 27, 2015, we declared a cash distribution of $0.5775 per unit in respect of the three months ended March 31, 2015,
payable on May 14, 2015, to unitholders of record as of May 7, 2015.
In April 2015, our $20 million revolving credit facility with Golar was extended until June 2015.
30. ACQUISITION AFTER BALANCE SHEET DATE
In January 2015, we acquired Golar's 100% interest in the companies that own and operate the Golar Eskimo pursuant to a Purchase,
Sale and Contribution Agreement that we entered into with Golar on December 15, 2014. The purchase consideration was $390.0
million for the vessel (including charter) less the assumed bank debt of $162.8 million and other purchase price adjustments. The
Golar Eskimo was delivered to Golar in December 2014. We expect the Golar Eskimo to commence her service under a ten-year
time charter with the Government of the Hashemite Kingdom of Jordan in the second quarter of 2015.
In January 2015, in connection with the purchase of the Golar Eskimo, we entered into a financing loan agreement with Golar for
an amount of $220 million. The facility is unsecured and accrues interest at a rate per annum equal to LIBOR plus margin ranging
from 2.10% to 2.75%. The loan is non-amortizing with a final balloon payment of $220 million due in December 2016.
We entered into an agreement with Golar pursuant to which Golar will pay to us an aggregate amount of $22.0 million in six equal
monthly installments starting in January 2015 and ending in June 2015 for the right to use the FSRU. In return, we will remit to
Golar any hire payments actually received with respect to the vessel during this period and, at Golar's request, charter the vessel
to a third party prior to the earlier of the commencement of hire payments from Jordan under the Golar Eskimo Time Charter and
June 30, 2015.
We accounted for the acquisition of the Golar Eskimo as a business combination. The purchase price of the acquisition has been
allocated to the identifiable assets acquired. We are in the process of finalizing the accounting for the acquisition and amounts
shown below are provisional. Additional business combination disclosures will be presented in our next available interim report.
The allocation of the purchase price to acquired identifiable assets was based on their estimated fair values at the date of acquisition.
The provisional fair values allocated to each class of identifiable assets of the Golar Eskimo and the difference between the purchase
price and net assets acquired was calculated as follows:
(in thousands of $)
Purchase consideration
Less: Fair value of net assets (liabilities) acquired:
Vessel including allocation to charter (if applicable)
Long-term debt
Others
Subtotal
Difference between the purchase price and fair value of net assets acquired
January 20, 2015
227,200
(1)
390,000
(162,800)
— (2)
(227,200)
—
_________________________________________
(1) This includes the purchase consideration for the vessel less the fair value of the assumed bank debt but excludes any working
capital adjustments which will be available upon finalization of the results of the Golar Eskimo for the first quarter of 2015.
(2) This information will be available upon finalization of the results of the Golar Eskimo for the first quarter of 2015.
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The Golar Eskimo was delivered to Golar on December 22, 2014 and was under construction and not operational before its delivery.
As a result, we have evaluated that had the acquisition been consummated as of January 1, 2014, Golar Eskimo's pro forma revenue
and net income effect for the year ended December 31, 2014 would be immaterial and thus, have not been presented here.
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