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, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
☐
☐
Date of event requiring this shell company report _________________
For the transition period from to
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 11, Bermuda
(Address of principal executive offices)
Graham Robjohns
2nd Floor, S.E. Pearman Building
9 Par-la-Ville Road
Hamilton, HM 11, 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
8.75% Series A Cumulative Redeemable Preferred Units
Name of each exchange on which registered
Nasdaq Global Market
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.
69,301,636 Common Units representing limited partner interests
5,520,000 8.75% Series A Cumulative Redeemable Preferred Units
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes x 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.
o Yes x 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.
x Yes o 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).
x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an
emerging growth company. See definitions of “accelerated filer,” “large accelerated filer,” “non-accelerated filer” and
“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this
filing:
U.S. GAAP x
International Financial Reporting Standards as issued
by the International Accounting Standards Board o
Other o
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.
o Item 17 o 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 x 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.
Item 4A.
History and Development of the Partnership
Business Overview
Organizational Structure
Property, Plant and Equipment
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
C.
Item 10.
Markets
Additional Information
A.
B.
C.
D.
E.
Share Capital
Memorandum and Articles of Association
Material Contracts
Exchange Controls
Taxation
1
1
1
1
1
4
4
4
36
37
37
57
57
57
57
65
77
85
85
85
85
85
85
85
88
88
89
90
90
90
90
96
96
97
100
100
100
100
100
100
100
102
102
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F.
G.
H.
I.
Dividends and Paying Agents
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
108
108
108
108
108
109
110
110
110
110
111
111
111
111
112
112
112
112
112
113
113
113
113
116
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Presentation of Information in this Annual Report
This Annual Report on Form 20-F for the year ended December 31, 2019, or the Annual Report, should be read in
conjunction with the Consolidated 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. 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
(Nasdaq: GLNG) and to any one or more of its direct and indirect subsidiaries, including Golar Management Limited (or
Golar Management) and Golar Energy Limited (or “Golar Energy”). References to GMN, GMM and GMC are to Golar
Management Norway AS, Golar Management Malaysia and Golar Management Croatia, respectively, wholly-owned
subsidiaries of Golar Management that provide certain technical management services for our fleet. References to “Golar
Power” refer to Golar's affiliate Golar Power Limited and to any one or more of its subsidiaries.
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:
•
•
•
•
•
•
our ability to enter into long-term time charters,
including our ability to re-charter floating storage and
regasification units (“FSRUs”) and liquefied natural gas (“LNG”) carriers following the termination or expiration
of their time charters;
our ability to maximize the use of our vessels, including the re-deployment or disposal of vessels no longer under
long-term time charter;
our ability to make cash distributions on our units and the amount of any such distributions;
our ability to repay our debt when due and to settle our interest rate swaps;
the ability of Golar and us to make additional borrowings and to access debt and equity markets;
the length and severity of outbreaks of pandemics, including the recent worldwide outbreak of the novel
coronavirus ("COVID-19") and its impact on demand for LNG and natural gas, the operations of our charterers,
our global operations and our business in general;
•
•
•
•
•
• market trends in the FSRU, LNG carrier and floating liquefied natural gas vessel (“FLNG”) industries, including
fluctuations in charter hire rates, vessel values, factors affecting supply and demand, and opportunities for the
profitable operations of FSRUs, LNG carriers and FLNGs;
our vessel values and any future impairment charges we may incur;
the ability of Golar and us to retrofit vessels as FSRUs or FLNGs and the timing of the delivery and acceptance of
any such retrofitted vessels by their respective charterers;
challenges by authorities to the tax benefits we previously obtained;
our ability to integrate and realize the expected benefits from acquisitions and potential acquisitions:
the future share of earnings relating to the FLNG, Hilli Episeyo ("Hilli"), which is accounted for under the equity
method;
our anticipated growth strategies;
the effect of a worldwide economic slowdown;
turmoil in the global financial markets;
fluctuations in currencies and interest rates;
changes in commodity prices;
the liquidity and creditworthiness of our charterers;
changes in our operating expenses, including dry-docking and insurance costs and bunker prices;
our future financial condition or results of operations and future revenues and expenses;
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;
•
•
•
•
•
•
•
•
•
•
•
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our ability to leverage the relationships and reputation of Golar and Golar Power in the LNG industry;
our ability to purchase vessels from Golar and Golar Power in the future;
timely purchases and deliveries of new build vessels;
future purchase prices of new build and secondhand vessels;
economic substance laws and regulations adopted or considered by various jurisdictions of formation or
incorporation of us and certain of our subsidiaries;
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;
economic substance laws and regulations adopted or considered by various jurisdictions of formation of us and
certain of our subsidiaries;
availability of skilled labor, vessel crews and management,
COVID-19 outbreak;
our general and administrative expenses and our fees and expenses payable under the fleet management
agreements and the management and administrative services agreement between us and Golar Management (or 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 and Golar's 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 securities in the public market;
our business strategy and other plans and objectives for future operations; and
other factors listed from time to time in the reports and other documents that we file with the U.S. Securities and
Exchange Commission (the “SEC”).
including possible disruptions caused by the
Forward-looking statements in this Annual Report are based upon 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
implied by such forward-looking
our control. Actual
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 caption “Item 3—Key Information—D. Risk Factors”.
results may differ materially from those expressed or
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
("Common Units") or our 8.75% Series A Cumulative Redeemable Preferred Units ("Series A Preferred 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.
The consolidated financial information of the Partnership as of December 31, 2019 and 2018 and for the years ended
December 31, 2019, 2018 and 2017 are derived from the audited Consolidated Financial Statements of the Partnership,
prepared in accordance with U.S. GAAP, which are included elsewhere in this Annual Report.
The following financial information should be read in conjunction with “Item 5. Operating and Financial Review and
Prospects” and our historical Consolidated Financial Statements and the notes thereto included elsewhere in this Annual
Report.
Statement of Operations Data:
Total operating revenues
Vessel operating expenses(1)
Voyage and commission expenses(2)
Administrative expenses
Other non-operating income
Interest income
Interest expense
(Losses)/gains on derivative instruments
Equity in net earnings of affiliate(3)
Net income
Segment Data:
FSRUs Adjusted EBITDA(4)
LNG carriers Adjusted EBITDA(4)
FLNG Adjusted EBITDA(3) (4)
Earnings Per Unit
Basic - Common units
Diluted - Common units
Cash distributions declared and paid per common unit
in the year
$
$
2019
2018
2017
2016
2015
Year Ended December 31,
(in thousands except for unit data)
$
299,652
$
346,650
$
433,102
$
441,598
$
434,687
(60,958)
(7,648)
(13,412)
4,795
13,278
(79,791)
(38,796)
4,540
21,134
(59,886)
(65,244)
(65,247)
(11,222)
(14,809)
449
8,950
(68,278)
(9,694)
(15,210)
922
7,804
(5,974)
(8,600)
1,318
4,295
(80,650)
(75,425)
(66,938)
8,106
1,190
7,796
—
(931)
—
(7,724)
(6,643)
—
1,315
(61,632)
(13,730)
—
76,548
144,848
185,742
172,683
198,660
235,631
30,474
79,708
19,741
38,180
250,235
89,685
—
267,667
99,471
—
252,863
102,213
—
$
$
0.86
0.86
$
$
1.82
1.80
$
$
2.44
2.43
$
$
1.96
2.31
2.31
2.38
2.38
2.30
0.08
0.08
1.62
1
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Balance Sheet Data (at end of period):
Cash and cash equivalents
Restricted cash and short-term deposits (5)
Non-current restricted cash(5)
Investment in affiliate (6)
Vessels and equipment, net
Vessel under finance lease, net
Current portion of Investment in leased vessel, net (7)
Investment in leased vessel, net (7)
Total assets
Current portion of long-term debt
Current portion of obligation under finance lease
Long-term debt
Non-current obligation under finance lease
Partners' capital
Number of units issued and outstanding:
Series A Preferred units
Common units
Cash Flow Data:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Fleet Data:
Number of FSRUs at end of period (7)
Number of LNG carriers at end of period(8)
Year Ended December 31,
2019
2018
2017
2016
2015
(in thousands except for fleet and other financial data)
$
47,661
46,333
135,928
193,270
1,369,665
108,433
2,308
111,829
2,105,612
225,254
1,990
991,679
120,789
569,463
$
96,648
31,330
141,114
206,180
1,535,757
114,711
—
—
2,240,817
75,451
1,564
1,196,899
118,119
679,615
$
246,954
27,306
155,627
—
1,588,923
105,945
—
—
2,427,371
118,850
1,276
1,252,184
126,805
771,031
$
65,710
44,927
117,488
—
1,652,710
111,186
—
—
2,252,708
78,101
787
1,296,609
116,964
541,506
$
40,686
56,714
136,559
—
1,730,676
116,727
—
—
2,231,662
118,693
—
1,212,419
143,112
539,475
5,520,000
69,301,636
5,520,000
69,455,364
5,520,000
69,768,261
—
64,073,291
—
45,167,096
$
$
152,707
(6,312)
(189,288)
137,166
(19,632)
(272,211)
$
$
270,430
(70,426)
(8,730)
$
259,687
(107,247)
(136,308)
219,144
(9,638)
(239,256)
6
4
6
4
6
4
6
4
6
4
Other Financial Data:
Average FSRUs daily time charter equivalent earnings
(“TCE”)(9)
Average LNG carriers daily time charter equivalent
earnings (“TCE”)(9)
$
$
139,173
38,360
$
$
171,689
33,575
$
$
159,950
80,268
$
$
144,501
82,267
$
$
144,592
85,753
(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) Majority of the vessels have all operated under time charters during the periods presented. Under a time charter, the
charterer pays substantially all of the voyage expenses, which are primarily fuel, port expenses and broker commission.
(3) Represents our net earnings of 50.0% of the common units of Hilli LLC which is equity accounted for within our
consolidated statement of operations. However, our equity in net earnings of affiliate is presented in our segment
information under the effective share of interest consolidation method. Please see note 6 "Segment Information" in our
consolidated financial statements included herein for additional information.
(4) Adjusted EBITDA is the profit measure used in our operating segments, see “Item 5. Operating and Financial Review and
Prospects—A. Operating Results.”
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(5) Restricted cash and short-term deposits consist of bank deposits which i) may only be used to settle certain pre-arranged
loans, facilities or lease payments; ii) are variation margins posted for a decline in fair values of certain swaps; iii)
represent cash held by our lessor variable interest entity (“VIE”); and iv) are made in accordance with our contractual
obligations under bid or performance guarantees for projects we may enter into, see note 17 "Restricted Cash" in our
consolidated financial statements included herein for additional information.
(6) Represents our investment in 50.0% of the common units of Hilli LLC, see note 10 "Investment in Affiliate" in our
consolidated financial statements included herein for additional information.
(7) On May 15, 2019, we executed a modification to the Golar Freeze charter agreement which triggered a change in lease
classification from an operating lease to a sales-type lease. This classification change resulted in the de-recognition of the
vessel asset carrying value and the recognition of investment in the leased vessel, net, in our consolidated balance sheet.
For purposes of fleet information, we continue to present the Golar Freeze under our FSRU fleet.
In each of the periods presented, we held a 60% ownership interest in the Golar Mazo and a 100% interest in the other
vessels.
(8)
(9) Non-GAAP Financial Measure - see definition below:
Average daily TCE
It is standard industry practice to measure the revenue performance of a vessel in terms of average daily Time Charter
Equivalent (“TCE”). For time charters, this is calculated by dividing the sum of (a) total operating revenue and (b) amount
invoiced under sales-type lease, less voyage and commission expenses, by the number of calendar days minus days for
scheduled off-hire. Scheduled off-hire days includes days when vessels are in lay-up or undergoing dry dock. Where we are
paid a fee to position or reposition a vessel before or after a time charter, this additional revenue, less voyage and commission
expenses, is included in the calculation of net time charter revenues. TCE rate is a standard shipping industry performance
measure used primarily to compare period-to-period changes in a company’s performance despite changes in the mix of charter
types (i.e. spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods. We
include average daily TCE, a non-U.S. GAAP measure, as we believe it provides additional meaningful information in
conjunction with total operating revenues,
the most directly comparable U.S. GAAP measure, because it assists our
management
in making decisions regarding the deployment and use of our vessels and in evaluating their financial
performance. Our calculation of average daily TCE may not be comparable to that reported by other companies. The following
table reconciles our total operating revenues by segment to average daily TCE:
3
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FSRUs Segment
Total operating revenues
Amount invoiced under sales-type lease (1)
Voyage and commission expenses
Year Ended December 31,
2019
2018
2017
2016
2015
(dollars in thousands, except TCE)
$
240,695 $
294,889 $
316,599 $
322,373 $
307,344
11,500
(4,467)
—
—
—
—
(7,138)
(8,375)
(5,049)
(5,581)
247,728
287,751
308,224
317,324
301,763
Calendar days less scheduled off-hire days
1,780
1,676
1,927
2,196
2,087
Average daily TCE
$
139,173 $
171,689 $
159,950 $
144,501 $
144,592
(1) This represents the actual invoiced amounts on the Golar Freeze Charter subsequent to its modification effective from May
15, 2019. As the income generated from the Golar Freeze sales-type lease is not reflected in our previous segment profit
measure, we have included amounts invoiced in arriving at our FSRU Adjusted EBITDA, to enable comparability with the rest
of our FSRU segment's charters.
LNG Carriers Segment
Total operating revenues
Voyage and commission expenses
Calendar days less scheduled off-hire days
Average daily TCE
Year Ended December 31,
2019
2018
2017
2016
2015
(dollars in thousands, except TCE)
$
58,957 $
51,761 $
116,503 $
119,225 $
127,343
(3,181)
55,776
1,454
(4,084)
47,677
1,420
(1,319)
(925)
(2,144)
115,184
118,300
125,199
1,435
1,438
1,460
$
38,360 $
33,575 $
80,268 $
82,267 $
85,753
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 and preferred 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 and preferred units. The risk factors in this report are
grouped into the following categories:
•
Risks Arising from Our Business Activities
◦
◦
◦
◦
Risks Related to Revenue;
Risks Related to the Hilli;
Risks Related to the Financing of our Business;
Risks Associated with our Operations;
4
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•
•
•
•
Risks Related to our Industry;
Risks Related to Industry Regulations;
Risks Related to an Investment in Us; and
Tax Risks.
Risks Arising from Our Business Activities
Risks Related to Revenue
We currently derive all of our revenue from a limited number of customers. The loss of any of our customers would
result in a significant loss of revenues and cash flow, if we are unable to re-charter a vessel to another customer for an
extended period of time.
Our fleet consists of six FSRUs, four LNG carriers and an interest in the Hilli. We have derived, and believe that we
will continue to derive, all of our revenues and cash flow from a limited number of customers. The majority of our charters
have fixed terms, but might nevertheless be lost in the event of unanticipated developments such as a customer’s breach. The
ability of each of our customers to perform its respective obligations under a charter with us will depend on a number of factors
that are beyond our control and may include, among other things, general economic conditions, the condition of the LNG
shipping industry, prevailing prices for natural gas and LNG, the impact of COVID-19 and similar pandemics and epidemics
and the overall financial condition of the counterparty. 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;
or
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;
with respect to the Golar Winter, upon at least six months written notice at any time after the tenth
anniversary of the commencement of the related charter upon payment of a termination fee;
with respect to the Golar Eskimo, having passed the fourth anniversary of the charter commencement date,
upon at least twenty three months’ written notice upon payment of a termination fee;
with respect to the Golar Freeze, upon twelve months written notice of a termination not before the third
anniversary of the charter commencement date in order to substitute the FSRU for an alternative vessel but
only if certain throughput targets have not been achieved. In this event we have a matching right;
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a prolonged force majeure event affecting the customer, including damage to or destruction of relevant production
facilities, war or political unrest that prevents us from performing services for that customer.
If we lose any of our charterers and are unable to re-deploy the related vessel for an extended period of time, we will
not receive any revenues from that vessel, but we will be required to pay expenses necessary to maintain the vessel in
seaworthy operating condition and to service any associated debt. In addition, it is an event of default under the credit facilities
related to all of our vessels if the time charter of any vessel related to any such credit facility is cancelled, rescinded or
frustrated and we are unable to secure a suitable replacement charter, post additional security or make certain significant
prepayments. Any event of default under our credit facilities would result in acceleration of amounts due thereunder. We will be
required to provide additional security or make prepayments under our $800 million credit facility in the event that the charter
in respect of the Golar Winter is terminated early and we cannot find an alternative acceptable charter. In addition, under the
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sale and leaseback arrangement in respect of the Golar Eskimo, if the time charter pursuant to which the Golar Eskimo is
operating is terminated, the owner of the Golar Eskimo (which is a wholly-owned subsidiary of China Merchants Bank
Leasing) will have the right to require us to purchase the vessel from it unless we are able to place such vessel under a suitable
replacement charter within 24 months of the termination. We may not have, or be able to obtain, sufficient funds to make these
accelerated payments or prepayments or be able to purchase the Golar Eskimo. 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 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 long-term FSRU and LNG carrier time charters for our vessels. 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:
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its FSRU and LNG shipping experience, technical ability and reputation for operation of highly specialized vessels;
its shipping industry relationships and reputation for customer service and safety;
the quality and experience of its seafaring crew;
its financial stability and ability to finance FSRUs and LNG carriers at competitive rates;
its relationships with shipyards and construction management experience; and
its willingness to accept operational risks pursuant to the charter.
We and Golar have substantial competition for providing FSRU 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 do we 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 the 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 favorable 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.
Our future long-term charter revenue depends on our competitive position and future hire rates for FSRUs and
LNG carriers.
One of our principal strategies is to enter into new long-term FSRU and LNG carrier time charters and to replace
expiring charters with similarly long-term contracts. Most 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 together with
medium term charters of up to five years has increased in recent years. This trend is expected to continue as the spot market for
LNG expands. More frequent changes to vessel sizes and propulsion technology together with an increasing desire by charterers
to access modern tonnage could also reduce the appetite of charterers to commit to long-term charters that match their full
requirement period. As a result, the duration of long-term charters could also decrease over time.
We may also face increased difficulty entering into long-term time charters upon the expiration or early termination of
our existing contracts or of contracts for any vessels that we acquire in the future. If as a result we contract our vessels on short-
term contracts, our earnings from these vessels are likely to become more volatile. An increasing emphasis on the short-term or
spot LNG market may in the future require that we enter into charters based on variable 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 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 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, driven in part by an increase in LNG production capacity, the market supply
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particularly of LNG carriers has been increasing as a result of the construction of new vessels. The development of liquefaction
projects in the United States and Australia resulted in significant ordering activity from 2011 to 2014 and 2018 to 2019. As of
April 16, 2020, the LNG carrier order book totalled 149 vessels. We believe that this and any future expansion of the global
LNG carrier fleet may have a negative impact on charter hire rates, vessel utilization and vessel values, the impact of which
could be amplified if the expansion of LNG production capacity does not keep pace with fleet growth. The LNG market is also
closely connected to world natural gas prices and energy markets, which we cannot predict. A substantial or extended decline in
demand for natural gas or LNG, including as a result of the spread of COVID-19, could adversely affect our ability to charter or
re-charter our vessels at acceptable rates or to acquire and profitably operate new vessels. Accordingly, this could have a
material adverse effect on our earnings and our ability to make distributions to our unitholders.
The charterers of two of our vessels have the option to extend the charter at a rate lower than the existing hire rate.
The exercise of these options could have a material adverse effect on our cash flow and our ability to make distributions to
our unitholders.
The charterers of the NR Satu and Methane Princess have options to extend their respective existing contracts. If they
exercise these options, the hire rate for the NR Satu will be reduced by approximately 12% per day for any day in the extension
period falling in 2023, with a further 7% reduction for any day in the extension period falling in 2024 and 2025; and the hire
rate for the Methane Princess will be reduced by 37% from 2024. The exercise of these options could have a material adverse
effect on our results of operations, cash flows and ability to make distributions to our unitholders.
Risks Related to the Hilli
Our equity investment in Golar Hilli LLC may not result in anticipated profitability or generate cash flow sufficient
to justify our investment. In addition, our investment exposes us to risks that may harm our business, financial condition
and operating results.
In July 2018, we completed our acquisition of 50% of the common units in Golar Hilli LLC (“Hilli LLC”), the owner
of Golar Hilli Corporation (“Hilli Corp”), the disponent owner of the Hilli. The acquired interest in Hilli LLC represents the
equivalent of 50% of the two liquefaction trains, out of a total of four, that have been contracted to Perenco Cameroon SA
(“Perenco”) and Société Nationale Des Hydrocarbures (“SNH” and, together with Perenco, the “Customer”) pursuant to a
Liquefaction Tolling Agreement (“LTA”) with an 8 year term. The acquired interest is not exposed to the oil linked pricing
elements of the tolling fee under the LTA. However, it exposes us to risks that we may:
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fail to realize anticipated benefits through cash distributions from Hilli LLC;
fail to obtain the benefits of the LTA if the Customer exercises certain rights to terminate the charter upon the
occurrence of specified events of default;
fail to obtain the benefits of the LTA if the Customer fails to make payments under the LTA because of its
financial inability, disagreements with us or otherwise;
incur or assume unanticipated liabilities, losses or costs;
be required to pay damages to the Customer or suffer a reduction in the tolling fee in the event that the Hilli fails
to perform to certain specifications;
incur other significant charges, such as asset devaluation or restructuring charges; or
be unable to re-charter the FLNG on another long-term charter at the end of the LTA.
Due to the sophisticated technology utilized by the Hilli, operations are subject to risks that could negatively affect
our business and financial condition.
FLNG vessels are complex and their operations are technically challenging and subject to mechanical risks and
problems. Unforeseen operational problems with the Hilli may lead to Hilli LLC experiencing a loss of revenue or higher than
anticipated operating expenses or require additional capital expenditures. Any of these results could harm our business,
financial condition and ability to make cash distributions to our unitholders.
We guarantee 50% of Hilli Corp’s indebtedness under the Hilli Facility.
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Hilli Corp, a wholly owned subsidiary of Hilli LLC, is a party to a Memorandum of Agreement, dated September 9,
2015, with Fortune Lianjiang Shipping S.A., a subsidiary of China State Shipbuilding Corporation (“Fortune”), pursuant to
which Hilli Corp has sold to and leased back from Fortune the Hilli under a 10-year bareboat charter agreement (the “Hilli
Facility”). The Hilli Facility provided for post-construction financing for the Hilli in the amount of $960 million.
In connection with the closing of the Hilli Acquisition, we agreed to provide a several guarantee (the “Partnership
Guarantee”) of 50% of the obligations of Hilli Corp under the Hilli Facility pursuant to a Deed of Amendment, Restatement and
Accession relating to a guarantee between Golar, Fortune and us dated July 12, 2018. In the event that Hilli Corp fails to meet
its payment obligations under the Hilli Facility or fails to comply with certain other covenants contained therein, we may be
required to make payments to Fortune under the Partnership Guarantee, and such payments may be substantial. The Hilli
Facility and the Partnership Guarantee contain certain 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.
If the letter of credit related to the LTA is not extended, the earnings and financial condition of Hilli Corp could
suffer.
Pursuant to the terms of the LTA, Golar obtained a letter of credit (the “Hilli LOC”) issued by a financial institution
that guarantees certain payments Hilli Corp is required to make under the LTA. The Hilli LOC is required to exist until the
tenth anniversary of the acceptance of the Hilli and is for credit support in respect of Hilli Corp’s performance under the LTA.
Under the current terms of the Hilli LOC, the financial institution is not obliged to extend the term of the Hilli LOC. In
December 2018, the letter of credit was extended to apply until December 31, 2019, but additional security was required from
the owners of Hilli Corp by the financial institution. This required us to provide a guarantee for the Hilli LOC (the "LOC
Guarantee"). Should the financial institution make a payment for a legitimate claim against the Hilli LOC, our liability pursuant
to the LOC Guarantee will be dependent on Golar's percentage ownership interest in us multiplied by the percentage of
common units we hold in Hilli LLC.
In December 2019, the letter of credit was extended until December 31, 2020. The financial institution may elect to not
extend the Hilli LOC by giving notice at least ninety days prior to the current December 31, 2020 expiration date or December
31 in any subsequent year. If the letter of credit (i) ceases to be in effect or (ii) the financial institution elects to not extend it,
unless additional replacement security for payment is provided within a certain time, then the LTA may be terminated and Hilli
Corp may be liable for a termination fee of up to $125 million. Accordingly, if the financial institution elects at some point in
the future to not extend the Hilli LOC, Hilli Corp's financial condition could be materially and adversely affected.
Risks Related to the Financing of our Business
We may not be able to obtain financing, to meet our obligations as they fall due or to fund our growth or our future
capital expenditures, which could negatively impact our results of operations, financial condition and ability to pay
distributions.
In order to fund future vessel acquisitions, increased working capital levels or other capital expenditures, we may be
required to use cash from operations, incur additional borrowings, or raise capital through the sale of debt or additional equity
securities. Our ability to do so may be limited by our financial condition at the time of such financing or offering, as well as by
adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties
that are beyond our control. In addition, our use of cash from operations may reduce the amount of cash available for
distributions. Our failure to obtain funds for future capital expenditures could impact our results of operations, financial
condition and our ability to pay distributions. Furthermore, our ability to access capital, overall economic conditions and our
ability to secure charters on a timely basis could limit our ability to fund our growth and capital expenditures or to refinance our
debt as it falls due. If we are successful in issuing equity in order to raise capital, the issuance of additional equity securities
may result in significant unitholder dilution and increase the amount of cash required to make commensurate distributions.
Even if we are successful in obtaining bank financing, paying debt service would limit cash available for working capital and
increasing our indebtedness could have a material adverse effect on our business, results of operations, cash flows, financial
condition and ability to pay distributions.
Recently, as a result of concerns about the stability of financial markets generally, and the solvency of counterparties
specifically, stemming from the COVID-19 outbreak, the availability and cost of obtaining money from the public and private
equity and debt markets has become more difficult. Many lenders have increased interest rates, enacted tighter lending
standards, refused to refinance existing debt at all or on terms similar to current debt, and reduced, and in some cases ceased, to
provide funding to borrowers and other market participants, including equity and debt investors, and some have been unwilling
to invest on attractive terms or even at all. Due to these factors, we cannot be certain that financing will be available if needed
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and to the extent required, or that we will be able to refinance our existing and future credit facilities, on acceptable terms or at
all.
Our ability to obtain additional debt financing for future vessel acquisitions or to refinance our existing debt largely
depends on the creditworthiness of our charterers, the terms of our charters, the value of our vessels as well as global
economic conditions and demand for energy, including LNG.
Our ability to borrow against the vessels in our existing fleet and any future vessels largely depends on the value of the
vessels, and also, in part on charter hire rates and the ability of our charterers to comply with the terms of their charters. The
actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the
additional capital resources that will be required to purchase additional vessels and to refinance our existing debt as balloon
payments come due, or may significantly increase our costs of obtaining such capital.
The recent COVID-19 outbreak has negatively impacted, and may continue to negatively impact, global economic
activity, energy prices, demand for energy, including LNG and LNG shipping, and funds flows and sentiment in the global
financial markets. Credit markets and the debt and equity capital markets have been distressed and the uncertainty surrounding
the future of the global credit markets has resulted in reduced access to credit worldwide. These issues, along with significant
write-offs in the financial services sector, the re-pricing of credit risk and the current weak economic conditions, have made,
and will likely continue to make, it difficult to obtain additional financing. In particular, due to the COVID-19 outbreak, we
were unable to refinance our 2015 Norwegian Bonds maturing in May 2020 (the “2015 Norwegian Bonds”) and 2017
Norwegian Bonds maturing in May 2021 (the “2017 Norwegian Bonds”) and were required to seek extensions and amendments
to the terms of both bond issuances. Continued economic disruption caused by the continued failure to control the spread of the
COVID-19 could significantly impact our ability to obtain additional debt financing, including permanent refinancing for the
2015 Norwegian Bonds and the 2017 Norwegian Bonds and the refinancing of our $800 million credit facility, which matures
in April 2021. Our inability to obtain additional financing or committing to financing on unattractive terms could have a
material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for
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, 2019 our total consolidated debt (excluding our $422.3 million share of debt in respect of Hilli but
including capitalized lease obligations, net of restricted cash, and our indebtedness outstanding under our revolving credit
facilities) was $1,198.0 million. Our level of debt could have important consequences to us, including the following:
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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;
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. In addition, because of the presence of cross-default provisions in certain of our and Golar's financing
agreements that cover both us and Golar, a default by us or Golar could lead to multiple defaults in our agreements.
The operating and financial restrictions and covenants in the agreements governing our financing arrangements,
including our credit facilities, our 2015 and 2017 Norwegian Bonds, and the Methane Princess lease, and any future financing
agreements, could adversely affect our ability to finance future operations or capital needs or to engage, expand or pursue our
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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;
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pay distributions to our unitholders;
terminate or materially amend certain of our charters;
enter into any other line of business;
• make any acquisitions;
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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, including as a result of the
ongoing COVID-19 outbreak and the recent declines in the prices of oil, natural gas and LNG and related interest rate
developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations that may occur as a
result, our ability to comply with these covenants may be impaired. We cannot assure you that we will satisfy the ratios and
other covenants or that our lenders will waive any failure to do so. 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.
Moreover, in connection with any waivers and/or amendments to our loan and lease agreements, our lenders may
impose additional operating and financial restrictions on us and/or modify the terms of our existing loan and lease agreements.
Because of the presence of cross-default provisions in certain of our and Golar’s loan and lease agreements that cover
both us and Golar, a default by us or Golar under a loan or lease agreement and the refusal of any one lender or lessor to grant
or extend a waiver could result in the acceleration of our indebtedness under our other loan and lease agreements even if our or
Golar's other lenders or lessors have waived covenant defaults under the respective agreements. A cross-default provision
means that if we or Golar default on one loan or lease, we would then default on our other loans containing a cross-default
provision.
For more information, regarding our financing arrangements, please read “Item 5—Operating and Financial Review
and Prospects—F. Tabular Disclosure of Contractual Obligations” and Note 21 “Debt” to our consolidated financial statements.
We are exposed to volatility in the London Interbank Offered Rate, (“LIBOR”), and the derivative contracts we
have entered into to hedge our exposure to fluctuations in interest rates could result in higher than market interest rates and
charges against our income.
LIBOR has historically been volatile, with the spread between LIBOR and the prime lending rate widening
significantly at times. These conditions are the result of the disruptions in the international credit markets. Because the interest
rates borne by our outstanding indebtedness fluctuate with changes in LIBOR, if this volatility were to occur, it would affect the
amount of interest payable on our debt, which in turn, could have an adverse effect on our profitability, earnings and cash flow.
In addition, LIBOR and other ‘‘benchmark’’ rates are subject to ongoing national and international regulatory scrutiny
and reform. For example, on July 27, 2017, the UK Financial Conduct Authority announced that it will no longer persuade or
compel banks to submit rates for the calculation of the LIBOR rates after 2021 (the ‘‘FCA Announcement’’). The Alternative
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Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has
proposed an alternative rate to replace U.S. Dollar LIBOR: the Secured Overnight Financing Rate, or “SOFR.” We are unable
to predict the effect of the FCA Announcement or other reforms, whether currently enacted or enacted in the future. They may
result in the phasing out of LIBOR as a reference rate. The impact of such transition away from LIBOR could be significant for
us because of our substantial indebtedness. The outcome of reforms may result in increased interest expense to us, may affect
our ability to incur debt on terms acceptable to us and may result in increased costs related to amending our existing debt
instruments, which could adversely affect our business, results of operations and financial condition.
In the event of the continued or permanent unavailability of LIBOR, certain of ours and our VIE’s current financing
agreements contain a provision requiring or permitting us to enter into negotiations with our lenders to agree to an alternative
interest rate or an alternative basis for determining the interest rate. These clauses present significant uncertainties as to how
alternative rates or alternative bases for determination of rates would be agreed upon, as well as the potential for disputes or
litigation with our lenders regarding the appropriateness or comparability to LIBOR of any substitute indices. In the absence of
an agreement between us and our lenders, most of our financing agreements provide that LIBOR would be replaced with some
variation of the lenders’ cost-of-funds rate. The discontinuation of LIBOR presents a number of risks to our business, including
volatility in applicable interest rates among our financing agreements, increased lending costs for future financing agreements
or unavailability of or difficulty in attaining financing, which could in turn have an adverse effect on our profitability, earnings
and cash flow.
As of December 31, 2019, we had a total debt of $1,768.0 million (including our $422.3 million share of debt in
respect of the Hilli, capitalized lease obligations and our indebtedness outstanding under our revolving credit facilities), which
is exposed to a floating interest rate based on LIBOR, which has been volatile recently and could affect the amount of interest
payable on our debt. In order to manage our exposure to interest rate fluctuations, we use interest rate swaps to effectively fix a
part of our floating rate debt obligations. As of December 31, 2019, we have interest rate swaps with a notional amount of
$1,557.8 million representing 88.1% of our total floating rate debt. While we are economically hedged, we do not apply hedge
accounting and therefore interest rate swaps mark-to-market valuations may adversely affect our results. Entering into swap and
derivative transactions are inherently risky and presents various possibilities for incurring significant expenses. The derivative
strategies that we employ currently and in the future may not be successful or effective, and we could, as a result, incur
substantial additional interest costs or losses.
Our financial condition could be materially adversely affected to the extent we do not hedge our exposure to interest
rate fluctuations under loans that have been advanced at a floating rate. Any hedging activities we engage in may not effectively
manage our interest rate exposure or have the desired impact on our financial condition or results of operations.
Our consolidated variable interest entity, (“VIE”), may enter into different financing arrangements, which could
affect our financial results.
In November 2015, we entered into a sale and leaseback transaction with a subsidiary, Sea 23 Leasing Co. Limited (or
“Eskimo SPV”) of China Merchants Bank Leasing (or “CMBL”). Eskimo SPV was determined to be a VIE of which we are
deemed to be the primary beneficiary, and as a result we are required to consolidate the results of Eskimo SPV. Although
consolidated into our results, we have no control over the funding arrangements negotiated by Eskimo SPV such as interest
rates, maturity, and repayment profiles. For additional detail refer to note 5 “Variable Interest Entities” to our consolidated
financial statements. As of December 31, 2019, we consolidated one VIE in connection with the lease financing of the Golar
Eskimo. For a description of our current financing arrangements including those of the VIE, please read “Item 5—Operating
and Financial Review and Prospects—F. Tabular Disclosure of Contractual Obligations.” The funding arrangements negotiated
by the VIE could adversely affect our financial results.
Even though the Golar Tundra has been sold back to Golar, we are a deficiency guarantor of Tundra Corp’s
obligations under the Tundra Lease and may be liable for hire payments thereunder.
In November 2015, prior to our acquisition (the “Tundra Acquisition”) from Golar of Tundra Corp. (“Tundra Corp”),
the owner of the Golar Tundra, Tundra Corp sold the Golar Tundra to a subsidiary of CMBL (or the "Tundra SPV") for $254.6
million and subsequently leased back the vessel under a bareboat charter (the "Tundra Lease"). Following our sale of Tundra
Corp to Golar, Golar is the primary guarantor of the obligations of Tundra Corp (now a wholly-owned subsidiary of Golar)
under the Tundra Lease. In the event that Tundra Corp is in default of its obligations under the Tundra Lease and Golar, as the
primary guarantor, is unable to settle any liabilities due within five business days, Tundra SPV may recover such amounts from
us, as the deficiency guarantor. Monthly payments under the Tundra Lease are approximately $2.0 million. Golar has agreed to
indemnify us for any costs incurred in our capacity as the deficiency guarantor. In the event Golar is unable to satisfy its
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obligations as primary guarantor under the Tundra Lease, it will be unlikely to be able to satisfy its obligations to us under this
indemnification and we could be liable for all payments due under the Tundra Lease.
One of our vessels is currently financed by a UK tax lease, and other vessels previously were financed by UK tax
leases. 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 the leases, we may be required to make
additional payments to the UK vessel lessor, which could adversely affect our earnings and financial condition.
As of April 16, 2020, we have one UK tax lease (relating to the Methane Princess). Under the terms of the leasing
arrangement, the benefits are derived primarily from the tax depreciation assumed to be available to the lessor as a result of its
investment in the vessel. As is typical in these leasing arrangements, as the lessee, we are obligated to maintain the lessor’s
after-tax margin. Accordingly, in the event of any adverse changes to tax legislation affecting the tax treatment of the lease for
the UK vessel lessor or a successful challenge by the UK tax authorities (“HMRC”) with regard to the tax assumptions on
which the transaction was based, or in the event of an early termination of the Methane Princess lease we may be required to
make additional payments principally to the UK vessel lessor. We would be required to return all, or a portion of, or in certain
circumstances significantly more than the upfront cash benefits that Golar received or that have accrued over time, together
with fees that were financed in connection with the lease financing transactions. Furthermore, the lessor of the Methane
Princess has a second priority security interest in the Methane Princess, the Golar Spirit and the Golar Grand. 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 “Restricted Cash” to our consolidated
financial statements.
HMRC has been challenging the use of similar lease structures and has been engaged in litigation of a test case for
some years. In August 2015, following an appeal to the Court of Appeal by the HMRC which set aside previous judgments in
favor of the taxpayer, the First Tier Tribunal (“UK court”) ruled in favor of HMRC. The judgments of the First Tier Tribunal do
not create binding precedent for other UK court decisions and therefore the ruling in favor of HMRC is not binding in the
context of our leases. HMRC has written to our lessor to indicate that they believe the Methane Princess lease may be similar to
the lease in the case noted above. We have reviewed the details of the case and the basis of the judgment with our legal and tax
advisers to ascertain what impact, if any, the judgment may have on us and the possible range of exposure has been estimated at
approximately $nil to $32 million (£24.0 million). Golar’s discussions with HMRC on this matter have concluded without
agreement and, in January 2020 Golar received a closure notice to the inquiry stating the basis of HMRC’s position. In
December 2019, in conjunction with the lessor, Golar obtained supplementary legal advice confirming our position, and
consequently a notice of appeal against the closure notice was submitted to HMRC. Given the complexity of these discussions,
it is impossible to quantify the reasonably possible loss, and we continue to estimate the possible range of exposures as set out
above. However, under the indemnity provisions of the omnibus agreement (the “Omnibus Agreement”) we entered into with
Golar at the time of our initial public offering (“IPO"), Golar has agreed to indemnify us against any liabilities incurred as a
consequence of a successful challenge by the HMRC with regard to the initial tax basis of the Methane Princess lease and in
relation to other vessels previously financed by UK tax leases. Any default by Golar pursuant to its indemnification obligations
under the Omnibus Agreement would not limit our obligations 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—F. Tabular Disclosure of Contractual Obligations” and Note 26 “Other Commitments and
Contingencies” to our consolidated financial statements.
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 available for operating our business.
Risks Associated with our Operations
Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our
business.
Our operations are subject to risks related to outbreaks of infectious diseases. In December 2019, COVID-19 a virus
causing potentially deadly respiratory tract infections was first reported in Wuhan, China. On January 30 2020, the World
Health Organization declared that COVID-19 constitutes a "Public Health Emergency of International Concern" and
subsequently on March 11, 2020, declared COVID-19 to be a "Pandemic". Many countries worldwide, affected by the
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outbreak, declared national emergencies due to the outbreak. The COVID-19 outbreak has also negatively affected the
economic conditions and energy prices have fallen significantly. The COVID-19 outbreak has also negatively affected the
supply chain, the labor market, the demand for LNG and LNG shipping regionally as well as globally and may otherwise
impact our operations and the operations of our customers and suppliers. Governments in affected countries have been
imposing and may continue to impose travel bans, quarantines and other emergency public health measures. These measures,
though temporary in nature, may continue and increase as countries attempt to contain the outbreak. As a result of these
measures, our vessels may not be able to call on ports and vessels and crews may be restricted from embarking and
disembarking from ports located in regions affected by COVID-19.
The extent of the COVID-19 outbreak’s effect on our operational and financial performance will depend on future
developments, including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict
considering the rapidly evolving landscape. Trading prices of our units have recently declined significantly and may continue to
decline, due in part to the impact of COVID-19. Failure to control the continued spread of COVID-19 could significantly
impact economic activity and demand for our vessels, which could further negatively affect our business, financial condition,
results of operations and cash available for distribution which may result in further decline in our unit prices. However, to date
our operations have been impacted primarily by the cancellation and/or delays of crew changes on our vessels and
postponement of equipment maintenance and various inspections. See “Item 5 – Operating and Financial Review and Prospects
– Factors Affecting Our Results of Operations and Future Results.”
Potential worker shortages due to the COVID-19 outbreak and travel and social distancing restrictions imposed by
governments or corporate policies could impose constraints on our ability to comply with deadlines and requirements set forth
in environmental laws and regulations, including inspection, monitoring, reporting, certification, and training requirements.
Although some environmental authorities have indicated they may exercise enforcement discretion with respect to non-
compliance with routine obligations caused by COVID-19, there can be no assurance that enforcement discretion will be
exercised in the event we are unable to comply with environmental laws and regulations.
Our information technology systems are subject to cybersecurity risks and threats.
We rely on information technology systems and networks, the majority of which are provided by Golar Management,
to conduct our operations, administer our business, collect payments from customers and to pay agents, vendors and employees.
Our data protection measures and measures taken by our customers, agents and vendors may not prevent unauthorized access of
information technology systems. Threats to our information technology systems and the systems of our customers, agents and
vendors associated with cybersecurity risks or attacks continue to grow. Threats to our systems and our customers’, agents’ and
vendors’ systems may derive from human error, fraud or malice or may be the result of accidental technological failure. Our
business operations could also be targeted by individuals or groups seeking to sabotage or disrupt our information technology
systems and networks, or to steal data. A successful cyberattack could materially disrupt our operations, including the safety of
our operations and the availability of our vessels and facilities, or lead to unauthorized release of information or alteration of
information in our systems. In addition, breaches to our systems and systems of our customers, agents and vendors could go
unnoticed for some period of time. Any such attack or other breach of our information technology systems, or failure to
effectively comply with applicable laws and regulations concerning privacy, data protection and information security, could
have a material adverse effect on our business and results of operations.
We are subject to laws, directives, and regulations relating to the collection, use, retention, disclosure, security and
transfer of personal data. These laws, directives, and regulations, and their interpretation and enforcement continue to evolve
and may be inconsistent from jurisdiction to jurisdiction. For example, the General Data Protection Regulation (“GDPR”),
which regulates the use of personally identifiable information, went into effect in the European Union (“EU”) on May 25, 2018
and applies globally to all of our activities conducted from an establishment in the EU, to related products and services that we
offer to EU customers and to non-EU customers which offer services in the EU. The GDPR requires organizations to report on
data breaches within 72 hours and be bound by more stringent rules for obtaining the consent of individuals on how their data
can be used. Complying with the GDPR and similar emerging and changing privacy and data protection requirements may
cause us to incur substantial costs or require us to change our business practices. Noncompliance with our legal obligations
relating to privacy and data protection could result in penalties, fines, legal proceedings by governmental entities or others, loss
of reputation, legal claims by individuals and customers and significant legal and financial exposure and could affect our ability
to retain and attract customers.
Changes in the nature of cyber-threats and/or changes to industry standards and regulations might require us to adopt
additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures.
However, the impact of such regulations is hard to predict at this time.
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The operation of FSRUs, FLNGs and LNG carriers is inherently risky, and our vessels face a number of industry
risks and events which could cause damage or loss of a vessel, loss of life or environmental consequences that could harm
our reputation and ongoing business operations.
Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, acts of
piracy, environmental accidents, bad weather, mechanical failures, grounding, fire, explosions and collisions, human error,
national emergency and war and terrorism. Incidents such as these have historically effected companies in our industry, and
such an event or accident involving any of our vessels could result in any of the following:
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death or injury to persons, loss of property or damage to the environment or natural resources;
delays in the delivery of cargo;
loss of revenues from or termination of charter contracts;
governmental fines, penalties or restrictions on conducting business;
A government requisitioning for title or seizing our vessels (e.g. in a time of war or national emergency)
higher insurance rates; and
damage to our reputation and customer relationships generally.
Any of these circumstances or events could increase our costs or lower our revenues. In particular:
Although we carry insurance, 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.
If piracy attacks or military action results in regions in which our vessels are deployed being characterized as “war
risk” zones by insurers or Joint War Committee “war and strikes” listed areas, premiums payable for such coverage
could increase significantly and such insurance coverage may be more difficult to obtain.
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.
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 one of our vessels were involved in an accident with the potential risk of environmental damages, 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 pay distributions.
We may experience operational problems with our vessels that reduce revenue and increase costs.
FSRUs and LNG carriers are complex and their operations are technically challenging. Marine LNG operations are
subject to mechanical risks and problems. Our operating expenses 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 such as the overall economic impacts caused by the global COVID-19 outbreak and affect the
entire shipping industry. Factors such as increased cost of qualified and experienced seafaring crew 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. If
costs rise, they could materially and adversely affect our results of operations. In addition, operational problems may lead to
loss of revenue or higher than anticipated operating expenses or require additional capital expenditures. Any of these results
could harm our business, financial condition, results of operations and ability to make cash distributions 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 and we may
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have less cash available for distribution as the actual maintenance and replacement capital expenditures are deducted from
operating surplus.
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:
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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.
Additionally, in most cases drydocking and other maintenance results in loss of revenue while our vessels are off-hire.
Any significant increase in the number of days 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 multiple vessels
being out of service at any given time, we may underestimate the time required to drydock any of our vessels or unanticipated
problems may arise.
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 the conflicts committee of our board of directors 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 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, FLNGs and LNG carriers and interconnecting pipelines require, and
are subject to the terms of 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 or affect our ability to obtain necessary environmental permits. We cannot assure unitholders that such
changes would not have a material effect on our operations.
A shortage of qualified officers and crew, including due to disruption caused by the outbreak of pandemic diseases,
such as COVID-19, could have an adverse effect on our business and financial condition.
FSRUs, FLNGs and LNG carriers require technically skilled officers and crews with specialized training. As the
worldwide FSRU, FLNG and LNG carrier fleet has grown, the demand for technically skilled officers and crews has increased,
which could lead 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 our vessel managers 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
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technically skilled officers or an inability of Golar Management or our vessel managers 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 Winter is employed by Petrobras in Brazil. As a result, we are required to hire a certain portion
of Brazilian personnel to crew this vessel in accordance with Brazilian law. Also, the NR Satu is employed by PT Nusantara
Regas ("PTNR"), in Indonesia. As a result, we are required to hire a certain portion of Indonesian personnel to crew the NR
Satu 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.
Furthermore, should there be an outbreak of COVID-19 on board one of our vessels, adequate crewing may not be
available to fulfill the obligations under our contracts. Due to COVID-19, we could face (i) difficulty in finding healthy
qualified replacement officers and crew; (ii) local or international transport or quarantine restrictions limiting the ability to
transfer infected crew members off the vessel or bring new crew on board, and (iii) restrictions in availability of supplies
needed on board due to disruptions to third-party suppliers or transportation alternatives. Any inability Golar Management
experiences in the future to attract, hire, train and retain a sufficient number of qualified employees could impair our ability to
manage, maintain and grow our business.
Due to the locations in which we operate, we are subject to political and security risks.
Our operations 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, particularly
the Arabian Gulf, Brazil, Indonesia and West Africa. Past political conflicts in certain of these regions have
included attacks on vessels, 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 regions in which 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 the United States
or other countries against countries in the Middle East, Southeast Asia, Africa 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
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The operations of Hilli Corp in Cameroon under the LTA are subject to higher political and security risks than
operations in other areas of the world. Recently, Cameroon has experienced instability in its socio-political
environment. Any extreme levels of political instability resulting in changes of governments, internal conflict,
unrest and violence, especially from terrorist organizations prevalent in the region, such as Boko Haram, could
lead to economic disruptions and shutdowns in industrial activities. In addition, corruption and bribery are a
serious concern in the region. The operations of Hilli Corp in Cameroon are subject to these risks, which could
materially adversely affect our revenues, our ability to perform under the LTA and our financial condition.
In addition, Hilli Corp maintains insurance coverage for only a portion of the risks incidental to doing business in
Cameroon. There also may be certain risks covered by insurance where the policy does not reimburse Hilli Corp
for all of the costs related to a loss. For example, any claims covered by insurance will be subject to deductibles,
which may be significant. In the event that Hilli Corp incurs business interruption losses with respect to one or
more incidents, they could have a material adverse effect on our results of operations.
Failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and other anti-bribery
legislation in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our
business.
We may operate in a number of countries throughout the world, including countries known to have a reputation for
corruption. 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 U.S. Foreign Corrupt Practices Act of 1977
(“FCPA”), and the Bribery Act 2010 of the United Kingdom (“UK Bribery Act”). We are subject, however, to the risk that we,
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our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in
violation of such anti-corruption laws, including the FCPA and the UK Bribery Act. 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 senior management.
In order to effectively compete in some foreign jurisdictions, we utilize local agents and/or establish entities with local
operators or strategic partners. All of these activities may involve interaction by our agents with government officials. Even
though some of our agents or partners may not themselves be subject to the FCPA, the UK Bribery Act or other anti-bribery
laws to which we may be subject, if our agents or partners make improper payments to government officials or other persons in
connection with engagements or partnerships with us, we could be investigated and potentially found liable for violation of
such anti-bribery laws and could incur civil and criminal penalties and other sanctions, which could have a material adverse
effect on our business and results of operations.
Changing corporate laws and reporting requirements could have an adverse impact on our business.
Changing laws, regulations and standards could create greater reporting obligations and compliance requirements on
companies such as ours. Whilst the regulatory environment continues to evolve, we have invested in, and intend to continue to
invest in, reasonably necessary resources to comply with evolving standards and maintain high standards of corporate
governance and public disclosure. Recent examples of increased regulation include the UK Modern Slavery Act 2015 and the
GDPR. The GDPR, for instance, broadens the scope of personal privacy laws to protect the rights of European Union citizens
and requires organizations to report on data breaches within 72 hours and be bound by more stringent rules for obtaining the
consent of individuals on how their data can be used.
Non-compliance with such regulation could result in governmental or other regulatory claims or significant fines that
could have an adverse effect on our business, financial condition, results of operations, cash flows, and ability to pay
distributions.
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,
injury claims, environmental claims or proceedings, asbestos and other toxic tort claims,
contract disputes, personal
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 business, financial condition, results of operations, cash flows, and ability to
pay distributions.
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 without a commensurate increase in demand;
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.
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.
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During the period a vessel is subject to a charter, we will not be permitted to sell it to take advantage of increases in
vessel values without the charterers’ consent. 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. When
vessel values are low, we may not be able to dispose of vessels at a reasonable price when we wish to sell vessels, and
conversely, when vessel values are elevated, we may not be able to acquire additional vessels at attractive prices when we wish
to acquire additional vessels, which could adversely affect our business, results of operations, cash flow, financial condition and
ability to make distributions to unitholders.
The carrying values of our vessels may not represent their fair market value at any point in time because the market
prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of new build vessels. Our vessels are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. Although we did not recognize an impairment charge on any of our vessels for the year ended December 31, 2019,
we cannot assure you that we will not recognize impairment losses on our vessels in future years. Any impairment charges
incurred as a result of declines in charter rates could negatively affect our business, financial condition, operating results or the
trading price of our common and preferred units.
Please refer to "Item 5. Operating and Financial Review and Prospects-B. Liquidity and Capital Resources-Critical
Accounting Policies and Estimates-Vessel Market Values" for further information.
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 directly or indirectly incur capital, operating and
administrative expenses in multiple currencies, including, among others, the Euro, the Brazilian Real, the Indonesian Rupiah,
the Norwegian Kroner (or “NOK”) and Pound Sterling. 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.
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 and short-term deposits, accounts
payable, long-term debt and finance 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. Please read “Item 11-Quantitative and Qualitative Disclosures About Market Risk” below for a more
detailed discussion on foreign currency risk.
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.
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Risks Related to Our Industry
Our results of operations and financial condition depend on demand for LNG, LNG carriers, FSRUs and FLNGs.
Our business strategy focuses on expansion in the LNG shipping sector, the floating storage and regasification sector
and the floating liquefaction sector. While global LNG demand has continued to rise, the rate of its growth has fluctuated for
several reasons, including 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 and expanded LNG projects, including liquefaction
projects. Accordingly, our results of operations and financial condition depend on continued world and regional demand for
LNG, LNG carriers, FSRUs and FLNGs, which could be negatively affected by a number of factors, including but not limited
to:
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price and availability of natural gas, crude oil and petroleum products;
increases in the cost of natural gas derived from LNG relative to the cost of natural gas;
decreases in the cost of, or increases in the demand for, conventional land-based regasification and liquefaction
systems, which could occur if providers or users of regasification or liquefaction services seek greater economies
of scale than FSRUs or FLNGs 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 or
liquefaction;
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;
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;
concerns regarding the spread of disease, including COVID-19;
negative global or regional economic or political conditions,including the recent worldwide economic downturn
caused by the spread of COVID-19, particularly in LNG-consuming regions, which could reduce energy
consumption or its growth;
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, conventional land-based
regasification or liquefaction system, or FSRU or FLNG;
new taxes or regulations affecting LNG production or liquefaction that make LNG production less attractive;
a significant increase in the number of LNG carriers, FSRUs or FLNGs available, whether by a reduction in the
scrapping of existing vessels or the increase in construction of vessels; and
availability of new, alternative energy sources, including compressed natural gas.
Due in part to the COVID-19 outbreak as well as actions by OPEC members and other oil producing countries, energy
prices have declined significantly during the first quarter of 2020. If the price environment remains low for a prolonged period
of time, this could materially and adversely affect our business. In April 2020, oil, natural gas and LNG prices reached their
lowest levels since 2002. A continuation of current low natural gas and LNG prices could negatively affect us in a number of
ways, including the following:
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a reduction in exploration for or development of new natural gas reserves or projects, or the delay or cancellation
of existing projects as energy companies lower their capital expenditures budgets, which may reduce our growth
opportunities;
a decrease in the expected returns relating to investments in LNG projects;
low oil prices negatively affecting the market price of natural gas, to the extent that natural gas prices are
benchmarked to the price of crude oil, in turn negatively affecting the economics of potential new LNG
production projects, which may reduce our growth opportunities;
low gas prices globally and/or weak differentials between prices in the Atlantic Basin and the Pacific Basin
leading to reduced inter-basin trading of LNG and reduced demand for LNG shipping;
lower demand for vessels of the types we own and operate, which may reduce available charter rates and revenue
to us upon redeployment of our vessels following expiration or termination of existing contracts or upon the initial
chartering of vessels;
customers potentially seeking to renegotiate or terminate existing vessel contracts, or failing to extend or renew
contracts upon expiration;
the inability or refusal of customers to make charter payments to us due to financial constraints or otherwise; or
declines in vessel values, which may result in losses to us upon vessel sales or impairment charges against our
earnings and could impact our compliance with the covenants in our loan agreements.
Reduced demand for LNG or LNG liquefaction, storage, shipping or regasification, or any reduction or limitation in
LNG production capacity, could have a material adverse effect on prevailing charter rates or the market value of our vessels,
which could have a material adverse effect on our results of operations and financial condition.
Growth of the LNG market may be limited by many factors, including infrastructure constraints and community
and political group resistance to new LNG infrastructure over concerns about environmental, 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 liquefaction, storage and regasification, or
disrupt the supply of LNG, including:
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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 production, liquefaction or regasification
facility, FSRU or LNG carrier; and
labor or political unrest affecting existing or proposed areas of LNG production, liquefaction and regasification.
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 comprehensive sanctions and
embargoes imposed by the U.S. government or countries identified by the U.S. government as state sponsors of terrorism, 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
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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.
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 U.S. embargoed countries or countries identified by the U.S. government as state sponsors of terrorism and
certain financial institutions may have policies against lending or extending credit to companies that have contracts with U.S.
embargoed countries or 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 and preferred units or the determination by these financial institutions
not to offer financing may adversely affect the price at which our common and preferred 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 and preferred units may be adversely
affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding
countries.
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.
The United Kingdom’s exit from the European Union could adversely impact us.
On June 23, 2016, in a referendum vote commonly referred to as “Brexit,” a majority of British voters voted to exit the
European Union and on January 31, 2020, the UK formally exited the European Union. The British government is currently in
negotiations with the European Union to determine the terms of the UK’s exit. The withdrawal could potentially disrupt the free
movement of goods, services and people between the UK and the European Union, undermine bilateral cooperation in key
geographic areas and significantly disrupt trade between the UK and the European Union or other nations as the UK pursues
independent trade relations. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and
regulations as the UK determines which European Union laws to replace or replicate. The effects of Brexit will depend on any
agreements the UK makes to retain access to European Union or other markets either during a transitional period or more
permanently. It is unclear what long-term economic, financial, trade and legal implications the withdrawal of the UK from the
European Union would have and how such withdrawal would affect our business. In addition, Brexit may lead other European
Union member countries to consider referendums regarding their European Union membership. Any of these events, along with
any political, economic and regulatory changes that may occur, could cause political and economic uncertainty and harm our
business and financial results.
Risks Related to Industry Regulation
Our operations are subject to various international, federal, state and local environmental, climate change and
greenhouse gas emissions laws and regulations. Compliance with these obligations, and any future changes to
environmental legislation or regulation applicable to international and national maritime trade, may have an adverse effect
on our business.
Our operations are affected by extensive and changing international, national and local environmental protection laws,
regulations, treaties and conventions in force in international waters and the jurisdictional waters of the countries in which our
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vessels operate, as well as those in force in the countries of our vessels’ registration. Such laws and regulations, among other
things, govern response to and liability for oil spills, discharges to air and water, and the handling and disposal of hazardous
substances and wastes. In some cases, these laws and regulations require us to obtain governmental permits and authorizations
before we may conduct certain activities.
National laws generally provide for a LNG carrier, FSRU and FLNG 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. The
IMO International Convention for the Prevention of Pollution from Ships of 1973 as from time to time amended, and generally
referred to as MARPOL, can affect our operations.
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, or the HNS, adopted in 1996 and subsequently amended by the April 2010 Protocol, which is discussed further below.
Laws that apply to our operations change from time to time. 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), and ballast treatment and handling. For example,
under the International Maritime Organization ("IMO")’s MARPOL Annex VI, effective January 1, 2020, absent
the
installation of expensive sulfur scrubbers to meet reduced emission requirements for sulfur, the maximum sulfur content in
fuels used by the marine sector in all seas, including our vessels, was lowered from 3.5% to 0.5% sulfur. These requirements
are generally referred to as IMO 2020. The marine sector accounts for approximately half of the global fuel oil demand and the
impact of the increased demand for compliant low sulfur fuels is expected to affect the availability and cost of such fuels.
Changes in 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.
Failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal
sanctions or the suspension or termination of our operations, including, in certain instances, seizure or detention of our vessels.
Such legislation or regulations may require additional capital expenditures or operating expenses. Please see "Item 4.
Information on the Company-B. Business Overview" below for a more detailed discussion on these topics.
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. The Initial IMO Strategy on
reduction of greenhouse gas emissions from ships adopted in 2018 targets reductions in the carbon intensity and total
greenhouse gas emissions from international ships as compared to 2008 through the reduction of CO2 emissions per transport
work, as an average across international shipping, by at least 40% by 2030 with a goal of achieving a 70% reduction by 2050
and at least a 50% reduction in total annual greenhouse gas emissions by 2050. Regulatory measures designed to reduce
greenhouse gas emissions 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-B. Business Overview-Environmental and Other Regulations-Regulation of
Greenhouse Gas Emissions” below for a more detailed discussion.
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 the
Norwegian Class Society, DNV-GL.
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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 on board once every year to verify that the maintenance of the equipment
on board is done correctly. Each of the vessels in our existing fleet is required to be qualified within its respective classification
society for dry-docking 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 results of operations and reduce our cash available for distributions to
our unitholders.
Risks Related to an Investment in Us
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, FLNGs 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 caused by the spread of COVID-19 and 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 new builds, existing vessels typically do not carry warranties as to their condition. If we 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 or Golar during its life. Repairs and maintenance costs for
existing 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.
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 distributions on our units.
We may not have sufficient cash from operations to pay distributions on our units. Furthermore, distributions to the
holders of our common units are subject to the prior distribution rights of any holders of our preferred units outstanding. As of
April 16, 2020, there were 5,520,000 of our 8.75% Series A Cumulative Redeemable Preferred Units (“Series A Preferred
Units”) issued and outstanding. Under the terms of our partnership agreement, we are prohibited from declaring and paying
distributions on our common units until we declare and pay (or set aside for payment) full distributions on the Series A
Preferred 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 utilization of our vessels, the rates we obtain from our
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charters, our level of operating and maintenance costs and our working capital and debt service requirements, along with the
other risks described in this section, some of which are outside of our control.
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 outlined in this section, we may make cash
distributions during periods when we record losses and may not make cash distributions during periods when we record net
income.
Our common and preferred unit prices may be highly volatile and future sales of our common and preferred units
could cause the market price of our common and preferred units to decline and could lead to a loss of all or part of a
unitholder’s investment.
The market prices for our common and preferred units have fluctuated since they began trading on the NASDAQ
Global Select Market. We cannot assure you that an active and liquid public market for our common and preferred units will
continue. Over the last few years, the stock market has experienced price and volume fluctuations, especially in recent times
due, in part, to the global outbreak of COVID-19. In 2019, the closing market price of our common units on NASDAQ ranged
from a low of $8.40 on December 17, 2019 to a high of $14.28 per unit on February 15, 2019, and the closing market price of
our preferred units on NASDAQ ranged from a low of $23.75 on June 3, 2019 to a high of $26.0 per unit on November 6, 2019.
On April 16, 2020, the closing market price of our common units on Nasdaq was $2.14 per unit and for our preferred units it
was $15.48 per unit. The market price of our common and preferred units may continue to fluctuate significantly in response to
many factors such as actual or anticipated fluctuations in our quarterly or annual results and those of other public companies in
our industry, the suspension of our distribution payments, mergers and strategic alliances in the shipping industry, market
conditions in the LNG shipping industry, developments in our FLNG investments, shortfalls in our operating results from levels
forecast by securities analysts, announcements concerning us or our competitors, business interruptions caused by the global
COVID-19 outbreak, the general state of the securities market, and other factors, many of which are beyond our control. The
market for common and preferred units in this industry may be equally volatile. Therefore, we cannot assure our unitholders
that they will be able to sell any of our common and preferred units that they may have purchased at a price greater than or
equal to the original purchase price.
In addition, 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 units 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 16, 2020, Golar owned 21,333,586 common 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 officers face conflicts in the allocation of their time to our business.
Our officers are all 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 and Golar Power. The affiliates of our general partner, including
Golar and Golar Power, 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”.
We depend on Golar and certain of its subsidiaries, including Golar Management, GMN, GMM and GMC, to assist
us in operating and expanding our business.
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 LNG 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;
recover amounts due to us; or
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• maintain satisfactory relationships with suppliers and other third parties.
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 subsidiaries of Golar, including GMN, GMM and GMC. Pursuant to
these agreements, these entities provide significant commercial and technical management services for our fleet. In addition,
pursuant
to 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 these Golar
subsidiaries 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.”
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 subsidiaries of Golar, including GMN, GMM and GMC, 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 subsidiaries of Golar
could adversely affect our ability to pay cash distributions to our unitholders.
Golar and its affiliates may compete with us.
Pursuant to the omnibus agreement that we entered into in connection with our IPO (or 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 (or "Five Year Vessels"). In June 2016,
in connection with the formation by Golar of Golar Power, we entered into an additional omnibus agreement (or the "Golar
Power Omnibus Agreement"), pursuant to which Golar and Golar Power agreed not to acquire, own, operate or charter Five
Year Vessels. Both omnibus agreements, however, contain significant exceptions that may allow Golar, Golar Power and their
respective affiliates to compete with us, which could harm our business. Please read “Item 7. Major Unitholders and Related
Party Transactions-B. Related Party Transactions-Omnibus Agreement-Non-competition” and “-Golar Power Omnibus
Agreement-Non-competition.”
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 protective rights 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.
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PTNR has the right to purchase the NR Satu at any time at a price that must be agreed upon between us and PTNR.
The exercise of this option 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. The exercise of this option could have a material
adverse effect on our results of operations, cash flows and ability to make distributions to our unitholders.
Our common units are subordinated to our existing and future indebtedness and our Series A Preferred Units.
Our common units are equity interests in us and do not constitute indebtedness. The common units rank junior to all
existing and future indebtedness and other non-equity claims on us with respect to the assets available to satisfy claims,
including a liquidation of the Partnership. Additionally, holders of the common units are subject to the prior distribution and
liquidation rights of the holders of the Series A Preferred Units and any other preferred units we may issue in the future.
Increases in interest rates may cause the market price of our 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 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 or Series A Preferred Units to decline.
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.
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.
Our partnership agreement designates the Court of Chancery of the State of Delaware as the exclusive forum for
certain types of actions and proceedings that may be initiated by our unitholders unless otherwise provided for in the
Marshall Islands Limited Partnership Act. This limits our unitholders’ ability to choose the judicial forum for disputes with
us or our directors, officers or other employees.
Our partnership agreement provides that, with certain limited exceptions, the Court of Chancery of the State of
Delaware is the exclusive forum for any claims, suits, actions or proceedings (1) arising out of or relating in any way to our
partnership agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of our partnership
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agreement or the duties, obligations or liabilities among limited partners or of limited partners to us, or the rights or powers of,
or restrictions on, our limited partners or us); (2) brought in a derivative manner on our behalf; (3) asserting a claim of breach of
a fiduciary duty owed by any director, officer or other employee of us or our general partner, or owed by our general partner, to
us or our limited partners; (4) asserting a claim arising pursuant to any provision of the Marshall Islands Limited Partnership
Act; and (5) asserting a claim governed by the internal affairs doctrine. This exclusive forum provision does not apply to
actions arising under the Securities Act or the Exchange Act. Any person or entity purchasing or otherwise acquiring any
interest in our units is deemed to have received notice of and consented to the foregoing provisions.
Although we believe these provisions will benefit us by providing increased consistency in the application of Delaware
law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against our
directors, officers, employees and agents. The enforceability of similar forum selection provisions in other companies’
certificates of incorporation or similar governing documents have been challenged in legal proceedings, and it is possible that,
in connection with one or more actions or proceedings described above, a court could find that the forum selection provision
contained in our partnership agreement is inapplicable or unenforceable in such action or actions. Limited partners will not be
deemed, by operation of the forum selection provision alone, to have waived claims arising under the federal securities laws and
the rules and regulations thereunder. If a court were to find this choice of forum provision inapplicable to, or unenforceable in
respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could adversely affect our financial position, results of operations and ability to make
cash distributions to our unitholders.
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 16, 2020, Golar owned 30.8% of our common units, 2% general partner interest in us and all of our
incentive distribution rights. Certain of our directors and officers 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. 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, our general partner will be considered to be acting in its individual capacity if it exercises
its 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 or general partner interest;
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;
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•
•
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;
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 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;
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 unitholder is required to agree to be bound by the provisions
in the partnership agreement, including the provisions discussed above.
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 66⅔ % of all outstanding common units voting together as a single class is
required to remove the general partner.
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.
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•
•
•
•
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.
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, as further described under
“Unitholders have limited voting rights, and our partnership agreement restricts the voting rights of the
unitholders owning more than 4.9% of our units.”
There are no restrictions in our partnership agreement on our ability to issue additional common units.
The effect of these provisions may be to diminish the price at which our 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.
Unitholders have limited voting rights, and our partnership agreement restricts the voting rights of the unitholders
owning more than 4.9% of our 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 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 are entitled to
elect only four of the seven members of our board of directors. The elected directors are elected on a staggered basis and serve
for three year terms. Our general partner in its sole discretion appoints 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 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 66⅔ % of the outstanding common units, including any common 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.
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 common units. In addition,
we may issue units that are senior to the common units in right of distribution, liquidation and voting, provided that we may not
issue any limited partner interests or other equity securities expressly made senior to the Series A Preferred Units as to the
payment of distributions and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary
(“Senior Securities”) and, under certain circumstances limited partner interests or other equity securities with terms expressly
providing that such class or series ranks on a parity with the Series A Preferred Units as to the payment of distributions and
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amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary (“Parity Securities”) without the
affirmative vote of the holders of at least two-thirds of the outstanding Series A Preferred Units. 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;
the relative voting strength of each previously outstanding unit may be diminished; and
the market price of the common units may decline.
Our Series A Preferred Units have rights, preferences and privileges that are not held by, and are preferential to the
rights of, holders of our common units.
Our Series A Preferred Units rank senior to all our common units with respect to distribution rights and liquidation
preference. These preferences could adversely affect the market price for our common units, or could make it more difficult for
us to sell our common units in the future. In addition, distributions on the Series A Preferred Units accrue and are cumulative.
Our obligation to pay distributions on our Series A Preferred Units, or on the common units issued following conversion of
such Series A Preferred Units, could impact our liquidity and reduce the amount of cash flow available for working capital,
capital expenditures, growth opportunities, acquisitions, and other general partnership purposes. Our obligations to the holders
of Series A Preferred Units could also limit our ability to obtain additional financing or increase our borrowing costs, which
could have an adverse effect on our financial condition.
In establishing cash reserves, our board of directors may further 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. As described above, 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 further 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.
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.
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
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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.
The Series A Preferred Units represent perpetual equity interests.
The Series A Preferred Units represent perpetual equity interests in us and, unlike our indebtedness, will not give rise
to a claim for payment of a principal amount at a particular date. As a result, holders of the Series A Preferred Units may be
required to bear the financial risks of an investment in the Series A Preferred Units for an indefinite period of time. In addition,
the Series A Preferred Units rank junior to all our indebtedness and other liabilities, and any other Senior Securities we may
issue in the future with respect to assets available to satisfy claims against us.
The Series A Preferred Units have not been rated.
We have not sought to obtain a rating for the Series A Preferred Units, and they may never be rated. It is possible,
however, that one or more rating agencies might independently determine to assign a rating to the Series A Preferred Units or
that we may elect to obtain a rating of our Series A Preferred Units in the future. In addition, we may elect to issue other
securities for which we may seek to obtain a rating. If any ratings are assigned to the Series A Preferred Units in the future or if
we issue other securities with a rating, such ratings, if they are lower than market expectations or are subsequently lowered or
withdrawn, could adversely affect the market for or the market value of the Series A Preferred Units. Ratings only reflect the
views of the issuing rating agency or agencies and such ratings could at any time be revised downward or withdrawn entirely at
the discretion of the issuing rating agency. A rating is not a recommendation to purchase, sell or hold any particular security,
including the Series A Preferred Units. Ratings do not reflect market prices or suitability of a security for a particular investor
and any future rating of the Series A Preferred Units may not reflect all risks related to us and our business, or the structure or
market value of the Series A Preferred Units.
We distribute all of our available cash to our limited partners and are not required to accumulate cash for the
purpose of meeting our future obligations to holders of the Series A Preferred Units, which may limit the cash available to
make distributions on the Series A Preferred Units.
Subject to the limitations in our partnership agreement, we distribute all of our available cash each quarter. “Available
Cash” is defined in our partnership agreement, and it generally means, for each fiscal quarter, all cash on hand at the end of the
quarter (including our proportionate share of cash on hand of certain subsidiaries we do not wholly own):
•
less the amount of cash reserves (including our proportionate share of cash reserves of certain subsidiaries we do
not wholly own) established by our board of directors to:
◦
◦
◦
◦
provide for the proper conduct of our business (including reserves for future capital expenditures and for
our anticipated credit needs);
comply with applicable law, any debt instruments, or other agreements;
provide funds for payments to holders of preferred units; or
provide funds for distributions to our unitholders for any one or more of the next four quarters; provided,
however, our board of directors may not reserve funds for such future quarters if we would be unable to
pay the minimum quarterly distribution plus any arrearages in the quarter for which available cash is
being determined;
•
plus all cash on hand (including our proportionate share of cash on hand of certain subsidiaries we do not wholly
own) on the date of determination of available cash for the quarter resulting from (1) working capital borrowings
made after the end of the quarter and (2) cash distributions received after the end of the quarter from any of our
equity interests in any person (other than our subsidiaries) which distributions are paid by such person in respect
of operations conducted by such person during such quarter. Working capital borrowings are generally borrowings
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that are made under our credit agreements and in all cases are used solely for working capital purposes or to pay
distributions to partners.
As a result, we do not expect to accumulate significant amounts of cash. Depending on the timing and amount of our
cash distributions, these distributions could significantly reduce the cash available to us in subsequent periods to make
payments on the Series A Preferred Units.
Our Series A Preferred Units are subordinated to our debt obligations, and your interests could be diluted by the
issuance of additional limited partner interests, including additional Series A Preferred Units, and by other transactions.
Our Series A Preferred Units are subordinated to all of our existing and future indebtedness. As of December 31, 2019,
our total debt was $1,216.9 million (net of deferred charges of $6.0 million), of which $180.8 million related to our lessor
variable interest entity (“VIE”) that owns the Golar Eskimo. We have also agreed to provide a several guarantee of 50% of the
outstanding principal, interest, expenses and other amounts payable by Hilli Corp (the disponent owner of the Hilli) under the
arrangement pursuant to which Hilli Corp has sold and leased back the Hilli from a subsidiary of China State Shipbuilding
Corporation, our 50% share of Hilli Corp’s indebtedness of $844.5 million amounted to $422.3 million as of December 31,
2019. We may incur additional debt under these or future credit facilities. The payment of principal and interest on our debt
reduces cash available for distribution to us and on our limited partner interests, including the Series A Preferred Units.
The issuance of additional limited partner interests on a parity with or senior to our Series A Preferred Units would
dilute the interests of the holders of our Series A Preferred Units, and any issuance of Senior Securities or Parity Securities or
additional indebtedness could affect our ability to pay distributions on, redeem or pay the liquidation preference on our Series A
Preferred Units. No provisions relating to our Series A Preferred Units protect the holders of our Series A Preferred Units in the
event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all
our assets or business, which might adversely affect the holders of our Series A Preferred Units.
The Series A Preferred Units rank junior to any Senior Securities and pari passu with any Parity Securities.
Our Series A Preferred Units rank junior to any Senior Securities and pari passu with any Parity Securities and any
other class or series of limited partner interests or other equity securities established after the original issue date of the Series A
Preferred Units that is not expressly subordinated or senior to the Series A Preferred Units as to the payment of distributions
and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary. If less than all distributions
payable with respect to the Series A Preferred Units and any Parity Securities are paid, any partial payment shall be made pro
rata with respect to Series A Preferred Units and any Parity Securities entitled to a distribution payment at such time in
proportion to the aggregate amounts remaining due in respect of such units at such time.
The Series A Preferred Units are redeemable at our option.
We may, at our option, redeem all or, from time to time, part of the Series A Preferred Units on or after October 31,
2022. If we redeem your Series A Preferred Units, you will be entitled to receive a redemption price equal to $25.00 per unit
plus accumulated and unpaid distributions to the date of redemption. It is likely that we may choose to exercise our optional
redemption right when prevailing interest rates have declined, which would adversely affect your ability to reinvest your
proceeds from the redemption in a comparable investment with an equal or greater yield to the yield on the Series A Preferred
Units had such units not been redeemed. We may elect to exercise our partial redemption right on multiple occasions.
Holders of our Series A Preferred Units have extremely limited voting rights.
The voting rights of holders of our Series A Preferred Units will be extremely limited. Holders of the Series A
Preferred Units generally have no voting rights. However, in the event that six quarterly distributions, whether consecutive or
not, payable on Series A Preferred Units or any other Parity Securities are in arrears, the holders of Series A Preferred Units
will have the right, voting together as a class with all other classes or series of Parity Securities upon which like voting rights
have been conferred and are exercisable, to replace one of the members of our board of directors appointed by our general
partner with a person nominated by such holders (unless the holders of Series A Preferred Units and Parity Securities upon
which like voting rights have been conferred, voting as a class, have previously elected a member of our board of directors, and
such director continues then to serve on the board of directors). The right of such holders of Series A Preferred Units to elect a
member of our board of directors will continue until such time as all accumulated and unpaid distributions on the Series A
Preferred Units have been paid in full.
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The Series A Preferred Units do not have a well-established trading market, which may negatively affect their
market value and your ability to transfer or sell your units. In addition, the lack of a fixed redemption date for the Series A
Preferred Units will increase your reliance on the secondary market for liquidity purposes.
The Series A Preferred Units do not have a well-established trading market. In addition, since the Series A Preferred
Units have no stated maturity date, investors seeking liquidity will be limited to selling their units in the secondary market
absent redemption by us. The Series A Preferred Units are listed on the NASDAQ, but there can be no assurance that the
trading market for the units will be active, in which case the trading price of the Series A Preferred Units could be adversely
affected and your ability to transfer your units will be limited. If an active trading market does develop on the NASDAQ, our
Series A Preferred Units may trade at prices lower than the offering price. The trading price of our Series A Preferred Units
depends on many factors, including:
•
•
•
•
•
prevailing interest rates;
the market for similar securities;
general economic and financial conditions;
our issuance of debt or preferred equity securities; and
our financial condition, results of operations and prospects.
As a Marshall Islands limited partnership with principal executive offices in Bermuda, and also having subsidiaries
in the Marshall Islands and other offshore jurisdictions, our operations may be subject to economic substance requirements,
which could harm our business.
We are a Marshall Islands limited partnership with principal executive offices in Bermuda. Our operating company
and certain of our other subsidiaries are also Marshall Islands entities.
On December 5, 2017, following an assessment of the tax policies of various countries by the Code of Conduct Group
for Business Taxation of the European Union (the “COCG”), the Council of the European Union (the “Council”) approved and
published Council conclusions containing a list of “non-cooperative jurisdictions” for tax purposes. On March 12, 2019, the
Council adopted a revised list of non-cooperative jurisdictions (the “2019 Conclusions”). In the 2019 Conclusions, Bermuda
and the Republic of the Marshall Islands, among others, were placed by the EU on its list of non-cooperative jurisdictions for
tax purposes for failing to implement certain commitments previously made to the EU by the agreed deadline. However, it was
announced by the Council on May 17, 2019 and on October 10, 2019 that Bermuda and the Marshall Islands, respectively, had
been removed from the list of non-cooperative tax jurisdictions. EU member states have agreed upon a set of measures, which
they can choose to apply against the listed countries, including increased monitoring and audits, withholding taxes, special
documentation requirements and anti-abuse provisions. The European Commission has stated it will continue to support
member states’ efforts to develop a more coordinated approach to sanctions for the listed countries in 2020. EU legislation
prohibits EU funds from being channeled or transited through entities in non-cooperative jurisdictions.
The Marshall Islands and Bermuda have enacted or may enact economic substance laws and regulations with which
we may be obligated to comply. For example, on December 17, 2018, the House of Assembly of Bermuda passed the Economic
Substance Act 2018 of Bermuda (the “Economic Substance Act”), which became operative on December 31, 2018, along with
the Economic Substance Regulations 2018 of Bermuda. The Economic Substance Act requires each registered entity to
maintain a substantial economic presence in Bermuda and provides that a registered entity that carries on a relevant activity
complies with economic substance requirements if (i) it is directed and managed in Bermuda, (ii) its core income-generating
activities (as may be further prescribed) are undertaken in Bermuda with respect to the relevant activity, (iii) it maintains
adequate physical presence in Bermuda, (iv) it has adequate full time employees in Bermuda with suitable qualifications and (v)
it incurs adequate operating expenditure in Bermuda in relation to the relevant activity. New regulations adopted in the Marshall
Islands (which came into force on January 1, 2019) require certain entities that carry out particular activities to comply with an
economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to
that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands
(although it is being understood and acknowledged by the regulators that income-generated activities for shipping companies
will generally occur in international waters) and (iii) having regard to the level of relevant activity carried out in the Marshall
Islands has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall
Islands and (c) an adequate number of qualified employees in the Marshall Islands.
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If we fail to comply with our obligations under this legislation or any similar law applicable to us in any other
jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials, or
could be struck from the register of companies, in related jurisdictions. Any of the foregoing could be disruptive to our business
and could have a material adverse effect on our business, financial conditions and operating results.
We do not know: if the EU will add the Marshall Islands or Bermuda back to the list of non-cooperative jurisdictions;
how quickly the EU would react to any changes in legislation of the Marshall Islands or Bermuda; or how EU banks or other
counterparties will react while we or any of our subsidiaries remain as entities organized and existing under the laws of listed
countries. The effect of the EU list of non-cooperative jurisdictions, and any noncompliance by us with any legislation adopted
by applicable countries to achieve removal from the list, including economic substance regulations, could have a material
adverse effect on our business, financial conditions and operating results.
Tax Risks
A change in tax laws in any country in which we operate could adversely affect us.
Tax laws and regulations are highly complex and subject to interpretation. Consequently, we and our subsidiaries are
subject to changing tax laws, treaties and regulations in and between the countries in which we operate. Our tax expense is
based on our interpretation of the tax laws in effect at the time the expense was incurred. A change in tax laws, treaties or
regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on our
earnings. Such changes may include measures enacted in response to the ongoing initiatives in relation to fiscal legislation at an
international level, such as the Action Plan on Base Erosion and Profit Shifting of the Organization for Economic Co-operation
and Development non-cooperative jurisdictions for tax purposes.
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 non-passive 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 non-passive 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 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. In Tidewater Inc. v. United States, 565
F.3d 299 (5th Cir. 2009), the United States Court of Appeals for the Fifth Circuit (or the "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 the "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
the "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
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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-E. 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 liquefaction, regasification or storage services within the territorial seas of the United
States. If, notwithstanding this expectation, our subsidiaries earn income in the future from liquefaction, 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 21% net income tax in the
United States, plus a 30% branch profits tax. Please read “Item 4. Information on the Partnership-B. Business Overview-
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.
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 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 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 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
will not allow a unitholder to claim a tax credit for any foreign income taxes that such 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 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
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Administrative Services 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.
We will be subject to taxes, which will reduce our cash available for distribution to you.
Some of our subsidiaries will be subject to tax in the jurisdictions in which they are organized or operate, reducing the
amount of cash available for distribution. In computing our tax obligation in these jurisdictions, we are required to take various
tax accounting and reporting positions on matters that are not entirely free from doubt and for which we have not received
rulings from the governing authorities. We cannot assure you that upon review of these positions the applicable authorities will
agree with our positions. For example, the Indonesian tax authorities have notified one of our subsidiaries, PTGI, that it is
cancelling the waiver of Value Added Tax (“VAT”) importation in the approximate amount of $24.0 million for the NR Satu. In
February 2018, PTGI filed a Judicial Review with the Supreme Court of Indonesia, but in December 2018, the Supreme Court
of Indonesia ruled against PTGI with regards the validity of wavier cancellation. However, we do not believe it probable that a
liability exists as a result of this ruling, as no Tax Underpayment Assessment Notice has been received within the statute of
limitations period. Should we receive such notice from the tax authorities, we intend to challenge the legality of the assessment.
In any event, we believe PTGI will be indemnified by PTNR for any VAT liability as well as related interest and penalties
under our time charter party agreement entered into with them. In December 2019, the Indonesian tax authorities issued tax
assessments for land & buildings tax to our subsidiary, PTGI for the years 2015 to 2019 inclusive in relation to the NR Satu, for
the amount of $3.5 million. We have subsequently paid the tax assessed to the tax authorities during January 2020 to avoid
further penalties. However, we intend to appeal against the assessments for the land & buildings tax and we believe we have
reasonable grounds for success, on the basis of no precedent set from past case law and new legislation effective prospectively
from January 1, 2020, that now specifically list FSRUs as being an object liable to Land & Buildings Tax, when it previously
did not. A successful challenge by a tax authority could result in additional tax imposed on our subsidiaries, further reducing the
cash available for distribution. In addition, changes in our operations could result in additional tax being imposed on us, our
operating company or our or its subsidiaries in jurisdictions in which operations are conducted. Please read “Item 4.
Information on the Partnership-B. Business Overview-Taxation of the Partnership” and note 26 “Other Commitments and
Contingencies” in our consolidated financial statements.
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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, the world’s largest independent owner and operator
of marine-based LNG midstream infrastructure, to own and operate Floating Storage Regasification Units (“FSRUs”) and LNG
carriers under long-term charters.
We completed our IPO in April 2011 and 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.
We intend to leverage the relationships, expertise and reputation of Golar and its affiliates, to re-contract our vessels
that have come off contract and are seeking profitable new employment opportunities and to pursue potential growth
opportunities when market conditions permit. As of April 16, 2020, we have a fleet of six FSRUs, four LNG carriers and an
interest in a floating liquefied natural gas ("FLNG") vessel, all of which were either contributed by or acquired from Golar. Of
the ten vessels, we acquired six vessels and the interest in an FLNG since our IPO in 2011 for an aggregate purchase price of
$2,551.8 million.
In July 2018, we acquired an interest in the Hilli, a FLNG vessel through the acquisition of 50% of the common units
(the “Hilli Common Units”) in Golar Hilli LLC (“Hilli LLC”) (the “Hilli Acquisition”) for a purchase price of $658 million,
less 50% of the net lease obligations under the Hilli Facility and a post-closing purchase price adjustment.
We maintain our principal executive headquarters at 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton,
HM11, Bermuda. Our telephone number at that address is +1 (441) 2954705. Our principal administrative offices are located at
6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, United Kingdom.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information that
we file electronically with the SEC. These documents can be obtained from the SEC’s website at (http://www.sec.gov) or from
the “SEC fillings” tab in the “Investor Relations” section of our website (www.golarlngpartners.com).
B. Business Overview
Our Business
Our current business is owning and operating FSRUs, LNG carriers and an interest in a FLNG. Our long-term business
objective is to charter our existing vessels under long term charters and to increase our presence in the LNG midstream industry
through the acquisition of additional vessels, when market conditions permit, in order to provide steady and predictable
quarterly distributions to unitholders over time.
Pursuant to our omnibus agreements with Golar and Golar Power, we will have the opportunity to purchase additional
FSRUs and LNG carriers. Any such acquisition will be subject to the approval of our board of directors and the conflicts
committee. Please read “Item 7. Major Unitholders and Related Party Transactions-Related Party Transactions-IPO Omnibus
Agreement” and “Golar Power Omnibus Agreement”. Any such acquisition will be subject to the approval of our board of
directors and the conflicts committee. See “Item 7. Major Unitholders and Related Party Transactions-B. Related Party
Transactions.”
Our pursuit of further acquisitions is dependent upon our ability to fund them.
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Our Business Strategies
Our primary long-term business objective is to provide steady and predictable quarterly distributions to unitholders
over time. However, in April 2020 we announced an update regarding our financial strategy and ongoing initiatives in response
to the recent COVID-19 induced deterioration in the macro-economic environment. This included a decision to reduce our
quarterly common unit distribution. We will utilize the cash retained to reduce our debt, thus strengthening our balance sheet
while providing enhanced financial flexibility to consider capital allocation priorities over time. The Partnership will continue
its review of its structure and strategy to maximize long-term unitholder value. We also intend to achieve our long-term
business objective, as stated above, by executing the following strategies:
•
•
Pursue strategic and accretive acquisitions of FSRUs, FLNGs and LNG carriers. We believe our affiliation
with Golar and its affiliates positions us to pursue a broader array of growth opportunities, including strategic and
accretive acquisitions from or with Golar, Golar Power or from third parties. Since our IPO, we have acquired six
vessels and an interest in a FLNG from Golar.
Compete for long-term charter contracts for FSRUs, FLNGs and LNG carriers when attractive opportunities
arise. We intend to participate in competitive tender processes and engage in negotiated transactions with
potential charterers for FSRUs, FLNGs and LNG carriers when attractive opportunities arise by leveraging the
strength of the industry expertise of Golar.
• Manage and invest in 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, investing in our vessels where appropriate to improve their
capability and entering into new long-term charters with 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—D. Risk Factors”.
The Liquefied Natural Gas (“LNG”) Industry
The need to transport natural gas over long distances across oceans led to the development of the international LNG
trade. 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 or small scale vessels for distribution to power stations and other natural gas customers.
The following diagram displays the flow of natural gas and LNG from production to consumption.
LNG Supply Chain
Exploring and drilling: 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 also see more gas being piped to
offshore liquefaction facilities.
Production and liquefaction: Natural gas is cooled to a temperature of minus 162 degrees celsius, transforming the gas
into a liquid, which reduces its volume to approximately 1/600th of its volume in a gaseous state. The reduced volume
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facilitates economical storage and transportation by ship over long distances, enabling countries with limited natural gas
reserves and limited access to long-distance transmission pipelines or concerns over security of supply 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 receiving terminal (either onshore or aboard FSRUs), the LNG is returned to its gaseous state,
or regasified. It may also be transferred to small scale LNG vessels that deliver LNG to users nearby for consumption or
onward distribution by truck in isotainers .
Storage, distribution, marketing & power generation: Once regasified, the natural gas is stored in specially designed
facilities or transported to power producers and natural gas consumers via pipelines.
The basic costs of producing, liquefying, transporting and regasifying LNG are much higher than in an equivalent oil
supply chain. This high unit cost of supply has, in the recent past, led to the pursuit of larger land-based facilities in order to
achieve improved economies of scale. To address the escalating costs, more cost competitive FLNG and FSRU solutions across
a spectrum of project sizes have been developed by Golar. We believe that over the long term, certain previously uneconomic
pockets of gas will be capable of being be monetized and this will add to reserves and further underpin the long term
attractiveness of gas. Our low cost FSRU solutions make it possible even for relatively small end users to access this
competitively priced LNG.
Our Operations
In 2018, through our investment in 50% of the Hilli Common Units, we purchased an interest in a FLNG. Due to this
new strategy coupled with changes in our methods of internal reporting and management structure, management has concluded
that we provide three distinct services and operate in three reportable segments: FSRUs, LNG carriers and FLNG.
•
•
•
FSRUs are vessels that are permanently located offshore to regasify LNG. Six of our vessels are FSRUs;
LNG carriers are vessels that transport LNG and are compatible with many LNG loading and receiving
terminals globally. Four of our vessels are LNG carriers; and
FLNGs are vessels that are moored above an offshore natural gas field on a long-term basis. A FLNG
receives, liquefies and stores LNG at sea and transfers it to LNG carriers that berth while offshore.
The majority of the FSRUs in our current fleet are operating in Brazil, Kuwait, Indonesia, Jamaica and Jordan under
time charters. Our uncontracted vessels are available for short term employment in the spot market.
FSRUs
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, FSRU facilities are significantly 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. FSRU projects can typically be completed in less time (2 to 3 years compared to 4 or more years for land
based projects) and at a significantly lower cost (20-50% less) than land based alternatives. In addition, FSRUs offer a more
flexible solution than land based terminals. They can be used as an LNG carrier, a regasification shuttle vessel or permanently
moored as an FSRU. FSRUs offer a fast track regasification solution for markets that need immediate access to LNG supply.
FSRUs can also be utilized as bridging solutions until a land-based terminal is constructed. In this way, FSRUs are both a
replacement for, and complement to, land-based regasification alternatives.
As of April 16, 2020, our FSRU vessels had an average age of 12 years (post retrofitting, including new builds). The
following table provides additional information about the six FSRUs in our fleet. Unless otherwise indicated, we hold a 100%
economic interest in the vessels.
39
Charter
Expiration
Not
applicable
September
2024(4)
see below (5)
December
2022
March 2022
(7)
Charter
Extension
Option
Periods
Not
applicable
None
see below (5)
2025
see below(7)
Table of Contents
FSRU Vessel
Base
Offtake
Capacity
(Bcf/d)
Capacity
(cbm)
Year of
Delivery
Containment
System
Golar Spirit
129,000
0.25
1981
Moss
Year Acquired
Upon
formation(1)(2)
138,000
125,000
0.50
0.48
2004 Membrane
1977
Moss
At IPO(2)
October 2011
Year of
FSRU
Retrofitting
2007
2008
2010
Charterer
None(3)
Petrobras
see below (5)
Golar Winter
Golar Freeze
NR Satu(6)
125,000
0.50
1977
Moss
July 2012
2012
PTNR
Golar Igloo
170,000
0.90
2014 Membrane March 2014
Golar Eskimo
160,000
0.50
2014 Membrane
January 2015
Not
applicable
Not
applicable
KNPC
Jordan
June 2025
None
(1) Upon our formation, Golar contributed to us a 100% interest in the subsidiary which leased the Golar Spirit.
(2)
In connection with our IPO, Golar transferred to us a 100% interest in the subsidiary which leased the Golar Winter and the legal title to
the Golar Spirit.
(3) As of April 16, 2020, the Golar Spirit remains in lay-up awaiting new employment.
(4) 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.
(5) Commissioning of the Golar Freeze for its 15-year time charter offshore Jamaica ("Golar Freeze Charter") commenced in January 2019
with an energy and logistics company. On May 15, 2019, we executed a modification to the Golar Freeze Charter which triggered a
change in lease classification from an operating lease to a sales-type lease. This classification change resulted in the de-recognition of the
vessel asset carrying value and the recognition of investment in the leased vessel, net, in our consolidated balance sheet. For purposes of
fleet information, we continue to present the Golar Freeze under our FSRU fleet. The charter includes an option, upon twelve months
written notice of a termination not before the third anniversary of the charter commencement date in order to substitute the FSRU for an
alternative vessel but only if certain throughput targets have not been achieved by the charterer. In this event we have a matching right.
The charter also includes a 5-year extension option, we have assumed that this option will not be exercised. (See “Item 5—Operating and
Financial Review and Prospects—Significant Developments in 2019 and Early 2020”).
(6) We hold all of the voting stock and control all of the economic interests in PT Golar Indonesia (“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.
In February 2020, the charterer signed a two-year contract of continued LNG storage and regasification services beginning in March
2020. This contract may be further extended by KNPC through to December 2022.
(7)
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The below table summarizes the key details of the hire rates for each contracted FSRU in our fleet:
Vessel
Golar Winter
Capital cost component
Increases on a bi-annual
basis based on a cost of
living index and as required
for Owner to be kept whole
for any changes in local tax
law.
Operating cost component
Fluctuates annually based on
changes to a specified cost of
living index and U.S. dollar
foreign exchange index.
Other
Drydocking costs are
included as part of the
capital cost component.
NR Satu
This also includes a mooring
capital element.
Annual adjustment based on
actual costs.
There is also a tax
component.(1)
Changes to hire rate in the
extension period (if
applicable)
Not applicable
The capital element will
decrease 12% in 2023, then
by a further 7% in 2024 and
2025.
Golar Igloo(2)
Golar Eskimo
Golar Freeze
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.
The hire rate is fixed subject
to annual look-back for
volume based adjustments.
Not applicable
Not applicable
Not applicable
Increases by a fixed percentage
per annum.
Not applicable
Not applicable
Not applicable
Not applicable
Escalated annually from the
second year by either a fixed
percentage or changes to a
specified cost of living index,
to be agreed between the
parties.
(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 provides floating storage and regasification services to KNPC for a ten-month period each year (or the Regasification
Season) until the termination of the charter. The Regasification Season commences, at KNPC’s election, between March 1 and March 31
of each year (or the Start Date) and ends ten 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.
FSRU Golar Freeze undergoing drydocking prior to deployment
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LNG Carriers
LNG carriers are designed to transport LNG between liquefaction facilities and import terminals for regasification
after the natural gas is liquefied. Our LNG carriers utilizes the LNG that naturally boils off during transportation for their
propulsion system.
According to industry analysts, based on the ramp up profile of LNG terminals that recently commenced operations,
together with new facilities scheduled to commence operations in 2020, 30 million tons of new LNG, mainly from the United
States, will be available in 2020. It was previously assumed that most of the US produced LNG would be destined for the Far
East however a significant portion has recently shipped to Europe due to lower than expected Asian demand that contributed to
low LNG prices, making transportation over extended distances uneconomic. The lower than anticipated ton-mile demand
means that the current global fleet of LNG carriers and those LNG carriers expected to be delivered in 2020 will likely be
sufficient to carry this expected new production. However the impact of recent COVID-19 outbreak on regional LNG demand
and LNG prices is adding a high degree of volatility to current trade patterns. As a result, it is not possible to forecast the LNG
vessel supply/demand balance for 2020 with any degree of precision.
As of April 16, 2020, our LNG carriers had an average age of 16 years. 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)
Capacity
(cbm)
Year of
Delivery
Containment
System
135,225
2000
Moss
Methane Princess(1)
138,000
2003
Membrane
Golar Grand
145,700
2006
Membrane
Golar Maria
145,700
2006
Membrane
Year
Acquired
Upon
formation
Upon
formation
November
2012
February
2013
Charterer
Charter
Expiration
Charter
Extension Option
Periods
Not applicable
Not applicable Not applicable
Royal Dutch Shell
August 2024
Major international
Oil and Gas
company
May 2021
Five years plus
five years
Terms
extending up to
six years(2)
Spot market(3)
Not applicable(3) Not applicable(3)
(1) 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. We currently own a 60% interest in the Golar Mazo, and Chinese Petroleum
Corporation holds the remaining 40% interest. As of April 16, 2020, the Golar Mazo was being prepared to be placed in lay-up, however
our lay-up plans are subject to change at short notice due to measures in response to COVID-19.
(2) The charter initially had a term of two years. The charter was extended in February 2019 for a year and in February 2020 for another
year . The charterer has options to extend the charter by two one year periods and two further periods of up to two years each.
(3) The Golar Maria will be available in the spot and short-term market between April 2020 through to late 2020 when the vessel will
commence a two-year charter. This charter will include an option to extend up to three one year periods.
The below table summarizes the key details of the hire rates for the LNG carriers in our fleet on long-term charter:
Vessel
Methane Princess
Capital cost
component
Fixed.
Operating cost
component
Increases by a fixed
percentage per annum.
Changes to hire rate in the extension period (if applicable)
Reduces by approximately 37%.
Golar Grand
The hire rate is an all-inclusive daily fixed
rate.
The hire rate during the extension periods will be similar to the current
level.
FLNG
Compared to onshore terminals, the FLNG industry is young. FLNG projects are a solution for stranded gas reserves
(such as lean gas sourced from offshore fields) for which geographical, technical and economic limitations restrict the ability to
convert these gas reserves to LNG. FLNGs offer a viable economic solution to the traditional giant land-based projects as they
are able to be re-deployed. Golar’s liquefaction solution places liquefaction technology on board an existing LNG carrier using
a rapid low-cost execution model resulting in a vessel conversion and commissioning time of approximately four years. Golar is
the only company to have entered into agreements for the long-term employment of FLNGs based on the conversion of an
existing LNG carrier.
We currently own 50% of the Common Units of Hilli LLC which owns Golar Hilli Corporation (“Hilli Corp”), the
disponent owner of the FLNG, the Hilli.
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FLNG Hilli Episeyo on her way to Cameroon
Our Charters
The services of our FSRUs, LNG carriers and FLNG are provided to their charterers for a fixed period at a specified
hire or tolling rate pursuant to time charters or liquefaction tolling agreements. Under a time charter, the vessel owner provides
crewing and other services related to the vessel’s operation which include repairs and maintenance, insurance, stores, lube oils
and communication expenses as well as periodic drydocking costs. These costs related to the vessel’s operation are included in
the daily rate, and the charterer is responsible for substantially all of the vessel voyage costs, which include fuel, port and canal
fees, LNG boil-off, cargo loading and unloading expenses, canal tolls, agency fees and commissions. For FSRUs, the charterer
is also responsible for providing, maintaining, repairing and operating certain facilities at the unloading port such as sufficient
mooring infrastructure for LNG vessels to be berthed alongside and a high pressure send-out pipeline.
Certain of our charters provide for the payment by the charterer of an all-inclusive daily fixed rate. The hire rate for
our FSRU vessels and LNG Carriers 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 constant for the duration of the entire charter except for the
Golar Winter and Golar Eskimo.
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 or foreign exchange rate.
Under time charters, hire is payable monthly. Under all of our charters, hire is payable in U.S. Dollars, except for the
operating cost component for the Golar Winter, which is payable in Brazilian Reais.
Our interest in the FLNG vessel provides floating liquefied natural gas tolling services based on a liquefaction tolling
agreement. See “Item 5—Operating and Financial Review and Prospects—Results of Operations.”
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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. When a vessel is “off-hire” or
not available for service, the charterer generally is not required to pay the hire or toll 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.
See note 6 “Segment Information” in our consolidated financial statements for information regarding our significant
customers.
Competition
We operate in markets that are highly competitive and based primarily on supply and demand. As the FSRU market
continues to grow and mature there are new competitors entering the market. Existing competitors have also ordered additional
FSRUs. Previous expectations of rapid growth in the FSRU market gave owners the confidence to place orders for FSRUs
before securing charters. This has led to more competition for mid- and long-term FSRU charters. Competitive pressure in this
market has since resulted in a significant reduction in new FSRU orders by both existing competitors and new entrants.
Competition for these charters is based primarily on price, operational track record, LNG storage capacity, efficiency
of the regasification process, vessel availability, size, age and condition of the vessel, relationships with LNG carrier users and
reputation of the operator. In addition, some FSRUs may operate as LNG carriers during periods of increased FSRU
competition.
The FLNG industry is in an early stage of development, and we do not currently face significant competition from
other providers of FLNG services. As of April 16, 2020, there are currently only four operating FLNGs worldwide, including
the Hilli. We anticipate that other companies, including marine transportation companies with strong reputations and extensive
resources and experience, will enter the FLNG industry at some point in the future, resulting in greater competition.
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
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 somewhat 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. The vessel market is somewhat weaker in the period between winter and summer.
Our vessels that operate under long-term charters are not subject to the effect of seasonal variations in demand, with
the exception of the Golar Igloo, whose charter specifies a regasification season of ten months, extendable at the option of the
charterer. For our vessels that are available for charter in the spot market, our revenue may be subject to the effect of seasonal
variations in demand.
Vessel Maintenance and Management
Safety is our top 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.
Under our charters, we are responsible for the technical management of the vessels which Golar, through its
subsidiaries, assists us, by managing our vessel operations, maintaining a technical department to monitor and audit our vessel
manager operations and providing expertise in various functions critical to our operations. This affords an efficient and cost
effective operation and, pursuant to administrative services agreements with certain subsidiaries of Golar, access to human
resources, financial and other administrative functions.
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These functions are supported by on board 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.
See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Our Management
Agreements.”
Risk of Loss, Insurance and Risk Management
The operation of any vessel, including LNG carriers, FSRUs and FLNGs, 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 and/or war risk situations, hostilities or pandemics. 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. The maximum coverage varies from 180
days to 360 days, depending on the vessel. The number of deductible days varies from 14 days to 60 days, depending on the
vessel and type of damage (e.g. whether the claim arises from either machinery or hull damage).
Protection and indemnity insurance, which covers our third-party legal liabilities in connection with our shipping
activities, is provided by mutual protection and indemnity (“P&I”) associations, or P&I clubs. 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.
The current protection and indemnity insurance coverage for pollution is $250 million per incident for the Hilli and $1
billion per vessel per incident for all other vessels. 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 $8.2 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 hull and machinery, hull and cargo interests, protection and indemnity and loss of hire
insurances have confirmed that they will consider FSRUs as vessels for the purpose of providing insurance. For the FSRUs we
have also arranged an additional comprehensive general liability insurance. This type of insurance is common for offshore
operations and is additional to the P&I insurance.
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Our operations utilize 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.
Classification, Inspection and Maintenance
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.
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
GL ("DNV-GL"). All of our operating vessels have been awarded International Safety Management (“ISM”) certification and
are currently “in class”, except for the Golar Spirit which is currently in lay-up and Golar Mazo which will be placed in lay-up
shortly.
We carry out inspections of the vessels on a regular basis; both at sea and while the vessels are in port. 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.
Environmental and Other Regulations
General
Our business and the operation of our vessels are subject to various international treaties and conventions and to the
applicable local national and subnational laws and regulations of the countries (U.S., Indonesia, Brazil, Kuwait, Jamaica and
Jordan) in which our vessels operate or are registered. These local laws and regulations might require us to obtain governmental
permits and authorizations before we may conduct certain activities. Failure to comply with these laws or to 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 local governments may also periodically revise their environmental laws and regulations or adopt new ones, and
the effects of new or revised laws and regulations on our operations cannot be predicted. 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 the operation of one or more of our vessels. There can be no assurance that additional
significant costs and liabilities will not be incurred to comply with such current and future laws and regulations, or that such
laws and regulations will not have a material effect on our operations.
International environmental treaties and conventions, U.S. environmental laws and regulations that apply to the
operation of our vessels are described below. Other countries in which we operate or in which our vessels are registered have
or may in the future have laws and regulations that are similar in nature to the U.S. laws referenced below. GMN provides
technical management services for our vessels, is certified in accordance with the International Maritime Organization's
(“IMO”) standard for ISM and operates in compliance with the International Standards Organization (“ISO”) Environmental
Management Standard for the management of significant environmental aspects associated with the ownership and operation of
our fleet.
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International Maritime Regulations of LNG Vessels
The IMO provides international regulations governing safety, security and environmental aspects of shipping and
international maritime trade. For a discussion of IMO’s environmental regulations, see “Air Emissions”, “Anti-Fouling
Requirements,” “Ballast Water Management Convention” and “Regulation of Greenhouse Gas Emissions”.
Among other requirements, the IMO's ISM Code requires the party with operational control of a vessel to develop an
extensive safety management system and the adoption of a policy for safety and environmental protection setting forth
instructions and procedures for operating its vessels safely and also describing procedures for responding to emergencies. Our
ship manager holds a document of compliance under the ISM Code for operation of Gas Carriers.
Vessels that transport gas, including LNG carriers and FSRUs, are also subject to the International Gas Carrier Code
(“IGC”) which 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. Each of our vessels is in compliance with the IGC Code and each of
our new buildings/conversion contracts requires that the vessel receive certification that it is in compliance with applicable
regulations before it is delivered.
The IMO also promulgates ongoing amendments to the International Convention for the Safety of Life at Sea
(“SOLAS”) which provides rules for the construction of and equipment required for commercial vessels and includes
regulations for safe operation and addresses maritime security. SOLAS requires the provision of lifeboats and other life-saving
appliances, requires the use of the Global Maritime Distress and Safety System (an international radio equipment and watch
keeping standard) afloat and at shore stations, and relates to the International Convention on the Standards of Training and
Certification of Watchkeeping Officers (“STCW”) also promulgated by the IMO. The STCW establishes minimum training,
certification and watch keeping standards for seafarers. The 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. Flag states that have ratified the SOLAS and STCW generally
employ the classification societies, which have incorporated the SOLAS and STCW requirements into their class rules, to
undertake surveys to confirm compliance.
In the wake of increased worldwide security concerns, the IMO amended SOLAS and added the International Ship
and Port Facility Security Code (“ISPS Code”), which came into effect on July 1, 2004, to detect security threats and take
preventive measures against security incidents affecting vessels or port facilities. GMN has developed security plans and
appointed and trained ship and office security officers. In addition, all of our vessels have been certified to meet the ISPS Code
and the security requirements of the SOLAS and the Maritime Transportation Security Act (“MTSA”).
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. Non-compliance with the
IGC Code or other applicable IMO regulations may subject a shipowner or a bareboat charterer 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.
Air Emissions
The International Convention for
the Prevention of Marine Pollution from Ships (“MARPOL”),
imposes
environmental standards on the shipping industry relating to marine pollution, including oil spills, management of garbage, the
handling and disposal of noxious liquids, sewage and air emissions. Annex I to MARPOL applies to various vessels 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 Shipboard Oil Pollution Emergency Plans. Periodic training
and drills for response personnel and for vessels and their crews are required.
MARPOL 73/78 Annex VI regulations for the “Prevention of Air Pollution from Ships” apply to all vessels, fixed and
floating drilling rigs and other floating platforms. Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from
vessel 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 the periodic classification survey. Ships weighing more than 400 gross tons and
engaged in international voyages involving countries that have ratified the conventions, or vessels flying the flag of those
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countries, are required to have an International Air Pollution Certificate (“IAPP Certificate”). Annex VI came into force in the
United States on January 8, 2009. All our vessels delivered or drydocked since May 19, 2005 have been issued IAPP
Certificates.
Amendments to Annex VI to the MARPOL Convention that took effect in 2010 imposed progressively stricter
limitations on sulfur emissions from vessels. As of January 1, 2020, the ultimate limit of 0.5% the sulfur content for fuel used
to power vessels operating in areas outside of designated emission control areas (“ECAs”) took effect. This represents a
substantial reduction from the previous sulfur 3.5% cap. The 0.5% sulfur cap is generally referred to IMO 2020 and applies
absent the installation of expensive sulfur scrubbers to meet reduced emission requirements for sulfur. Because the marine
sector accounts for approximately half of the global fuel oil demand,
the impact of the increased demand for compliant low
sulfur fuels is expected to affect the availability and cost of such fuels and, in turn, increase our costs of operation. Our vessels
have achieved compliance with sulfur emission standards, where necessary, by being modified to burn gas only in their boilers
when alongside a berth. Except for the Golar Mazo, we have modified the boilers on all our vessels to also allow operation on
low sulfur diesel oil, or LSDO. The amendments to Annex VI also established new tiers of stringent nitrogen oxide emissions
standards for new marine engines, depending on their date of installation. The European directive 2005/33/EC bans the use of
fuel oils containing more than 0.10% sulfur by mass by any merchant vessel while at berth in any EU country. See “European
Union Regulations” below for additional information.
Even more stringent sulfur emission standards 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 ("MEPC"), as discussed in the
“U.S. Clean Air Act” below. These areas include certain coastal areas of North America and the United States Caribbean Sea.
Annex VI Regulation 14, which came into effect on January 1, 2015, set a 0.10% sulfur limit in areas of the Baltic Sea, North
Sea, North America, and United States Caribbean Sea 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.
Anti-Fouling Requirements
Anti-fouling systems, such as paint or surface treatment, are used to coat the bottom of vessels to prevent the
attachment of mollusks and other sea life to the hulls of vessels. Our vessels are subject to the IMO’s International Convention
on the Control of Harmful Anti-fouling Systems on Ships, or the Anti-fouling Convention, which prohibits the use of organotin
compound coatings in anti-fouling systems. 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.
Oil Pollution Act and The Comprehensive Environmental Response Compensation and Liability Act
The U.S. Oil Pollution Act of 1990 (“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 200 nautical mile exclusive economic zone of the United States. The Comprehensive
Environmental Response, Compensation, and Liability Act (“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, these laws 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 under OPA 90 aside from
clean-up and containment costs are defined broadly to include:
•
•
•
injury to, destruction or loss of, or loss of use of, natural resource and the costs of assessment thereof;
injury to, or economic losses resulting from, the destruction of real and personal property;
net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or
personal property, or natural resources;
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•
•
•
loss of subsistence use of natural resources that are injured, destroyed or lost;
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or
natural resources; and
net cost of increased or additional public services necessitated by removal activities following a discharge of oil,
such as protection from fire, safety or health hazards.
The limits of OPA 90 liability are the greater of $2,200 per gross ton or $18.8 million for any tanker other than single-
hull tank vessels, 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 ship owners’ responsibilities under these laws.
CERCLA, which also applies to owners and operators of vessels, contains a similar liability regime and provides for
recovery of clean up and removal costs and the imposition of natural resource damages for releases of “hazardous substances”
which as defined in CERCLA does not include oil. 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 USCG 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
COFRs, 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 US Coast Guard for each of
our vessels that is required to have one.
Compliance with any new requirements of OPA 90, or other laws or regulations, may substantially impact our cost of
operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes. Any additional
legislation or regulation applicable to the operation of our vessels that may be implemented in the future could adversely affect
our business and ability to make distributions to our unitholders.
We currently maintain pollution liability coverage insurance in the amount of $1.0 billion per incident for each of our
vessels. If the damages from a catastrophic spill were to exceed or be excluded under our insurance coverage, it could have an
adverse effect on our business and results of operation
Bunker Convention/CLC State Certificate
The International Convention on Civil Liability for Bunker Oil Pollution 2001, or the Bunker Convention entered into
force on November 21, 2008. The Convention provides a liability, compensation and compulsory insurance system for the
victims of oil pollution damage caused by spills of bunker oil. The 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 Convention and to obtain a
certificate issued by a State Party attesting that such insurance is in force. The State Party issued certificate must be carried on
board at all times. P&I Clubs in the International Group issue the required Bunker Convention “Blue Cards” provide evidence
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that there is insurance in place that meets the Bunker Convention requirements and thereby 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 Civil Liability
Convention (CLC) State-issued certificate attesting that the required insurance cover is in force.
Ballast Water Management Convention, Clean Water Act and National Invasive Species Act
The IMO has negotiated international conventions that impose liability for pollution in international waters and the
territorial waters of the signatories to such conventions. The Environmental Protection Agency (“EPA”) and USCG, have also
enacted rules relating to ballast water discharge for all vessels entering or operating in United States waters. Compliance
requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other
port facility disposal arrangements or procedures at potentially substantial cost, and/or otherwise restrict our vessels from
entering United States waters.
a. Ballast Water Management Convention
In February 2004, the IMO adopted an International Convention for the Control and Management of Ships' Ballast
Water and Sediments (“BWM Convention”). The BWM Convention's implementing regulations call for a phased introduction
of mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits. The Convention
entered into force on September 8, 2017, however IMO later decided to postpone the compliance date for existing vessels by 2
years, i.e. until the first renewal survey following September 8, 2019. Furthermore, in October 2014 the MEPC met and adopted
additional resolutions concerning the BWM Convention’s implementation. Upon entry into force of the BWM Convention,
mid-ocean ballast water exchange became mandatory for our vessels.
b. Clean Water Act
The U.S. Clean Water Act (“CWA”) prohibits the discharge of oil or hazardous substances in U.S. navigable waters
unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any
unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and
complements the remedies available under OPA 90 and CERCLA. In addition, many U.S. states that border a navigable
waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages
resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law.
The EPA regulates the discharge of ballast and bilge water and other substances in United States waters under the
CWA. The EPA regulations historically have required vessels 79 feet in length or longer (other than commercial fishing
vessels and recreational vessels) to obtain and comply with a permit that regulates ballast water discharges and other discharges
incidental to the normal operation of certain vessels within United States waters. In March 2013, the EPA issued the Vessel
General Permit for Discharges Incidental to the Normal Operation of Vessels, (“VGP”). The 2013 VGP focuses on authorizing
discharges incidental to operations of commercial vessels and contains ballast water discharge limits for most vessels to reduce
the risk of invasive species in US waters, more stringent requirements for exhaust gas scrubbers and the use of environmentally
acceptable lubricants. In December 2018, the Vessel Incidental Discharge Act (VIDA) was signed into law and restructured the
EPA and the USCG programs for regulating incidental discharges from vessels. Rather than requiring CWA permits, the
discharges will be regulated under a new CWA Section 312(p) establishing Uniform National Standards for Discharges
Incidental to Normal Operation of Vessels. Under VIDA, VGP provisions and existing USCG regulations will be phased out
over a period of approximately four years and replaced with National Standards of Performance (NSPs) to be developed by
EPA and implemented and enforced by the USCG. Under VIDA, the EPA is directed to develop the NSPs by December 2020
and the USCG is directed to develop its corresponding regulations two year after EPA develops the NSPs. Although the 2013
VGP was scheduled to expire in December 2018, under VIDA the provisions of the 2013 VGP will remain in place until the
new regulations are in place. Pursuant to the requirements in the VGP, vessel owners and operators must meet twenty-five sets
of state-specific requirements as the CWA’s 401 certification 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.
c. National Invasive Species Act
The USCG regulations adopted under the U.S. National Invasive Species Act (“NISA”) require the USCG's approval
of any technology before it is placed on a vessel. As a result, the USCG has provided waivers to vessels which could not install
the then as-yet unapproved technology. In May 2016, the USCG published a review of the practicability of implementing a
more stringent ballast water discharge standard. The results concluded that technology to achieve a significant improvement in
ballast water treatment efficacy cannot be practically implemented. In February, 2016, the USCG issued a new rule amending
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the Coast Guard’s ballast water management record-keeping requirements. Effective February 22, 2016, vessels with ballast
tanks operating exclusively on voyages between ports or places within a single Captain of the Port zone must submit an annual
report of their ballast water management practices. Further, under the amended requirements, vessels may submit their reports
after arrival at the port of destination instead of prior to arrival. As discussed above, under VIDA, existing USCG ballast water
management regulations will be phased out over a period of approximately four years and replaced with NSPs to be developed
by EPA and implemented and enforced by the USCG.
Installation of ballast water treatments systems (“BWTS”), 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 a BWTS. The additional costs of
complying with these rules, relating to all our vessels are estimated to be in the range of $1.8 million and $2.1 million per vessel
and will be phased in over time in connection with the renewal surveys that are required. We have therefore decided to install
BWTS on all our LNG Carriers on their first drydocking after 2017. The installation of the BWTS on the Methane Princess was
completed in 2018.
European Union Regulations
In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source
discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence
and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the
discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective
of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability
for pollution may result in substantial penalties or fines and increased civil liability claims. See “Regulation of Greenhouse
Gas Emissions” below for European Union action relating to carbon dioxide emissions from maritime transport.
The European Union has adopted several regulations and directives requiring, among other things, more frequent
inspections of high-risk ships, as determined by type, age and flag as well as the number of times the ship has been detained.
The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive
ban for repeated offenses. The regulation also provided the European Union with greater authority and control over
classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments
for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced
sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC)
introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed
a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so
called “SOx-Emission Control Area”). As of January 2020, EU member states must also ensure that ships in all EU waters,
except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.
Clean Air Act
The U.S. Clean Air Act of 1970 (“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
cargos 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, apply from 2016. Compliance with these standards
may cause us to incur costs to install control equipment on our vessels in the future.
International Labour Organization
The International Labour Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime
Labor Convention 2006 (“MLC 2006”). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is
required to ensure compliance with the MLC 2006 for all ships that are 500 gross tonnage or over and are either engaged in
international voyages or flying the flag of a Member and operating from a port, or between ports, in another country. We
believe that all our vessels are in substantial compliance with and are certified to meet MLC 2006.
Regulation of Greenhouse Gas Emissions
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Scientific studies have suggested that emissions of certain gases, commonly referred to as “greenhouse
gases” (“GHGs”), including carbon dioxide and methane, may be contributing to warming of the earth’s atmosphere and other
climatic changes. In response to such studies, the issue of climate change and the effect of GHG emissions, in particular
emissions from fossil fuels, has and continues to attract political and social attention and is the subject of regulatory attention.
To date, emissions of greenhouse gases from international transport have not been subject to the international protocols
and agreements addressing climate change, such as the 2005 Kyoto Protocol and the 2015 Paris Agreement. However, absent a
global approach to address GHG emissions from international transport, the European Union has initiated action and is pursuing
a strategy to integrate maritime emissions into the overall European Union strategy to reduce GHG emissions.
In 2013,
European Commission initiated a three step strategy aimed at this reduction consisting of (i) monitoring, reporting and
verification of carbon dioxide emissions from large vessels using European Union ports, (ii) establishment of GHG reduction
targets for sector; and (iii) implementation of further measures, including market-based measures such an emissions trading, in
the medium to long term. The first step was addressed with a European Union regulation that took effect in January 2018 that
requires large vessels (over 5,000 gross tons) calling at European ports to collect and publish data on carbon dioxide emissions.
EU Directive 2018/410, which amended the EU Emissions Trading System Directive, emphasized the need to act on GHG
emissions from shipping and other sectors and calls for action by either IMO or the European Union to address emissions from
the international transport sector from 2023.
In addition, the IMO has taken some action, including mandatory measures to reduce emissions of GHGs from all
vessels that took effect in January 2013. These measures included amendments to MARPOL Annex VI Regulations requiring
the Energy Efficiency Design Index (“EEDI”) for new vessels, and the Ship Energy Efficiency Management Plan (“SEEMP”)
for all vessels. The regulations apply to all vessels of 400 gross tonnage and above. The IMO also adopted a mandatory
requirement in October 2016, which entered into force in March 2018, that ships of 5,000 gross tonnage and above record and
report their fuel oil consumption. These measures 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. In May 2019, the MEPC
approved for adoption at its April 2020 session further amendments to MARPOL Annex VI intended to significantly strengthen
the EEDI “phase 3” requirements. These amendments would accelerate the entry into effect by date of phase 3 from 2025 to
2022 for several ship types, including gas carriers, general cargo ships and LNG carriers and require new ships built from that
date to be significantly more energy efficient. The MEPC is also looking into the possible introduction of a phase 4 of EEDI
requirements. 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 vessels. At the
October 2016 MEPC session, the IMO adopted a roadmap for developing a comprehensive IMO strategy on reduction of GHG
emissions. The IMO adopted its initial GHG reduction strategy in 2018 and established a program of follow-up actions up to
2023 as a planning tool.
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 from certain sources. The EPA enforces both the CAA
and the international standards found in Annex VI of MARPOL concerning marine diesel emissions, and the sulfur content
found in marine fuel. 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 from vessels
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.
Other Regulations
Our LNG vessels may also become subject to the International Convention on Liability and Compensation for Damage
Connection with the Carriage of Hazardous and Noxious Substances by Sea, or HNS, adopted in 1996, the HNS Convention,
and subsequently amended by the April 2010 Protocol. The HNS Convention introduces strict liability for the ship owner and
covers pollution damage as well as the risks of fire and explosion, including loss of life or personal injury and damage to
property. HNS includes, among other things, liquefied natural gas. At least 12 states must ratify or accede to the 2010 Protocol
for it to enter into effect. In July 2019, South Africa became the fifth state to ratify the protocol. At least 7 more states must
ratify or accede to the treaty for it to enter into effect.
The 2010 Protocol sets up a two-tier system of compensation composed of compulsory insurance taken out by ship
owners and an HNS fund that comes into play when the insurance is insufficient to satisfy a claim or does not cover the
incident. Under the 2010 Protocol, if damage is caused by bulk HNS, claims for compensation will first be sought from the ship
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owner up to a maximum of 100 million Special Drawing Rights, or SDR. SDR is a potential claim on the freely usable
currencies of the IMF members. 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. 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.
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 (or 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.
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 United States unless such income is exempt from tax under
Section 883 of the Code.
Taxation of Operating Income. Substantially all of our gross income has historically been 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, as well as liquefaction of, LNG. Gross income generated from
liquefaction, 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.
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 profits 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.
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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 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).
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, our proportionate share of any such income
earned by our subsidiaries) should be exempt from U.S. federal income taxation provided we meet the Publicly Traded Test and
we satisfy certain substantiation, reporting and other requirements.
Our common units and our Series A Preferred Units are traded only on the Nasdaq Global Market, which is considered
to be an established securities market. Thus the number of our common units and Series A Preferred Units that are traded on the
Nasdaq Global Market exceeds the number of our common units and Series A Preferred Units that are traded on any other
established securities market, and this is not expected to change. Therefore, we believe that 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 analysis of our current and expected cash flow and
distributions on our outstanding equity interests, we believe that (i) our common units and Series A Preferred Units represent
more than 50.0% of the total value of all of our outstanding equity interests and (ii) our common units and our Series A
Preferred Units represent more than 50.0% of the total combined voting power of our equity interests. In addition, we believe
that our common units and our Series A Preferred Units each currently satisfy, and expect that our common units and our Series
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A Preferred Units each will continue to satisfy, the listing and trading volume requirements described previously. Therefore, we
believe that our equity interests are “primarily traded” on an established securities market for purposes of the Publicly Traded
Test.
Further, 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 satisfied the Publicly Traded Test for
2019 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 and Series A Preferred Units should be 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 and Series A Preferred 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. Please see “—The Net
Basis and Branch Profits Tax” and “—The 4.0% Gross Basis Tax” below for a discussion of the consequences in the event we
do not satisfy the Publicly Traded Test.
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 liquefaction,
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 received from vessel leasing, and none of our liquefaction,
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 liquefaction, 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
liquefaction, 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 a rate of up to 21.0%). 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 gains 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 a 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 “—Taxation of
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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 subsidiaries 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, 2020. 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.
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—E. 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 the income or gains are remitted to the United Kingdom. The generally applicable rate of United Kingdom corporation
tax is currently 19% . 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 tax levied on distributions made to us.
Indonesia 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.
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PTGI, which owns and operates the NR Satu, has entered into a time charter party agreement with PTNR. On
commencement of the charter by PTNR in Indonesia, which occurred in May 2012 upon delivery of the NR Satu, we became
subject to tax in Indonesia payable by PTGI. This includes (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 including 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 if there is a change in
Indonesian tax laws or certain stipulated tax assumptions are invalid. PTNR withholds tax from payments it makes under the
charter for the NR Satu. See “Item 8—Financial Information—A. Consolidated Statements and Other Financial Information—
Legal Proceedings” for details on our legal proceedings in Indonesia.
Other Taxation
We are liable to corporate income taxes in the jurisdictions in which we have subsidiaries or a taxable presence. We
are therefore liable to tax currently in the United Kingdom, Brazil, Indonesia, Jordan, Jamaica, Kuwait and Barbados according
to the tax regulations of those countries. We are also subject to tax inspections and tax audits in the jurisdictions we operate in.
The various local tax authorities may also periodically revise their tax laws and regulations or adopt new laws and
regulations, and the effects of new or revised tax regulations on our operations cannot be predicted. There can be no assurances
that additional significant costs and liabilities will not be incurred to comply with such current and future tax regulation changes
or that such tax regulations will not have a material effect on our operations.
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 see Exhibit 8.1 to this Form 20-F for a list of our significant
subsidiaries.
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
$10.7 million and $14.2 million as of December 31, 2019 and 2018, 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 $175.0 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.
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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 Financial Statements have been prepared in accordance with U.S. GAAP and are presented in U.S. Dollars.
Background and Overview
We were formed in 2007 by Golar 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, four LNG carriers and an interest in the FLNG Hilli,
through our ownership of 50% of the Hilli Common Units. We expect to make additional accretive acquisitions of FSRUs,
LNG carriers and FLNGs 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 2019 and Early 2020
Golar Freeze Charter
On April 1, 2019, the Golar Freeze tendered notice of readiness for the FSRU testing for her 15-year time charter
offshore Jamaica ("Golar Freeze Charter") and started earning her contracted full daily hire rate. On May 15, 2019, we executed
a modification to the Golar Freeze Charter which triggered a change in accounting for the charter from an operating lease to a
sales-type lease ("Golar Freeze Finance Lease"). As a result, the underlying vessel carrying value of the Golar Freeze was de-
recognized from "vessels and equipment, net", and we have subsequently recognized an "investment in leased vessel, net" in
our consolidated balance sheets with a corresponding $4.2 million gain included within "Other non-operating income" of our
consolidated statement of operations.
Charter Awards
In October 2019, the Partnership received notice from Kuwait National Petroleum Co. ("KNPC") of a two-year
contract award for the FSRU Golar Igloo. The charter award was subsequently executed in February 2020, which provides that
the Partnership will provide two years of LNG storage and regasification services at the Mina Al-Ahmadi Refinery in Kuwait
for KNPC’s regasification seasons beginning in February 2020. The contract may be further extended by KNPC through to
December 2022.
In October 2019, we entered into a two-year charter for the Golar Maria which will commence late 2020. The charter
includes options for the charterer to extend the contract for up to 3 years. Between April 2020 and the start of her charter, the
vessel will trade in the spot market.
In February 2020, the Golar Grand charter, originally expiring in May 2020, was extended for one year at a rate
similar to the current level with an option to extend for terms up to six years.
Global COVID-19 Outbreak
We have mentioned specific impacts to our operating activities due to COVID-19 (see “—Factors Affecting Our
Results of Operations and Future Results”), however, the extent to which COVID-19 will impact our results of operation and
financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including among
others, new information which may emerge concerning the severity of COVID-19 and the actions to contain or treat its impact.
An estimate of the impact cannot therefore be made at this time.
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Cash Distributions
In February 2020, we paid a cash distribution of $0.4042 per common unit in respect of the three months ended
December 31, 2019 to unitholders of record as of February 7, 2020. We also paid a cash distribution of $0.546875 per Series A
Preferred Unit for the period from November 15, 2019 through to February 14, 2020 to our Series A Preferred unitholders of
record as of February 7, 2020.
In April 2020, the Partnership announced an update regarding its financial strategy and ongoing initiatives in response
to the recent COVID-19 induced deterioration in the macro-economic environment, including approval of a 95% reduction in
the quarterly distribution on our common units to $0.0202 per unit for the quarter ended March 31, 2020 (from $0.4042 per unit
in the previous quarter) inconnection with our 2015 and 2017 Norwegian Bond refinancing described below. The Partnership
believes this reduction is in the best interest of its unitholders during this time of market volatility. With the resulting cash
retention, we will focus our capital allocation on debt reduction, thus strengthening our balance sheet.
2015 and 2017 Norwegian Bond Refinancing
On April 1, 2020, we announced the initiation of a process to seek bondholder approval for an extension of the
maturity date by 18 months, subject to certain terms and conditions, for our 2015 Norwegian Bonds and our 2017 Norwegian
Bonds. We intend to use the 18 month extension period to arrange a long-term refinancing of the 2015 Norwegian Bonds and
the 2017 Norwegian Bonds, which has not been possible in light of the current turmoil in the Nordic and international capital
markets due in part to the adverse conditions caused by COVID-19.
We have scheduled a bondholder meeting on May 5, 2020 to approve the proposed amendments to the 2015
Norwegian Bonds and the 2017 Norwegian Bonds (the "Norwegian Bond Amendments"). In turn for the 18 month extension
we will pay an amendment fee of 0.5% of the par value of all of the 2015 Norwegian Bonds and 2017 Norwegian Bonds.The
proposed amendments include the following:
2015 Norwegian Bonds: The interest rate on the 2015 Norwegian Bonds will increase by 185 basis points, from
LIBOR plus 4.4% per annum to LIBOR plus 6.25% per annum. In addition, the repayment profile of the 2015 Norwegian
Bonds will change from a bullet repayment on the original maturity date to amortization as follows:
•
•
•
Equal instalments of $5 million (at 100% of par value), the first time on September 30, 2020 and thereafter on each
interest payment date in the period up to and including the interest payment date in May 2021;
Equal instalments of $3.75 million (at 100% of the par value) from, but excluding the interest payment date in May
2021 and on each interest payment date thereafter; and
Repayment of the remaining amount at a price of 105% of the par value on the amended maturity date of November
22, 2021.
2017 Norwegian Bonds: The interest rate on the 2017 Norwegian Bonds will increase by 185 basis points, from
LIBOR plus 6.25% per annum to LIBOR plus 8.1% per annum. In addition, the repayment profile of the 2017 Norwegian
Bonds will change from a bullet repayment upon the original maturity date to amortization as follows:
•
•
•
•
Equal instalments of $5 million (at 100% of par value), the first time on September 30, 2020 and thereafter on each
interest payment date in the period up to and including the interest payment date in May 2021;
Equal instalments of $6.25 million (at 100% of the par value) from, but excluding the interest payment date in
November 2021 and on each interest payment date thereafter;
Equal instalments of $10 million (at 100% of the par value) from and including the interest payment date in February
2022 after the 2015 Norwegian Bonds have been redeemed in full; and
Repayment of the remaining amount at a price of 105% of the par value on the amended maturity date of November
22, 2022.
Under the Norwegian Bond Amendments, we may incur no additional financial indebtedness without applying the
proceeds received therefrom to redeem the 2015 Norwegian Bonds and the 2017 Norwegian Bonds on a pro rata basis, other
than certain permitted financial indebtedness incurred: (i) to repay existing financial indebtedness, (ii) by way of secured debt
from financial institutions incurred in the ordinary course of business in connection with acquisitions of assets or (iii) an
amount up to $25 million in aggregate, provided that the proceeds in the case of each of (i) to (iii) above are not applied for
redemption of any or all of the 2017 Norwegian Bonds prior to the redemption of the 2015 Norwegian Bonds in full. In
addition, the Norwegian Bond Amendments will contain a provision prohibiting us from paying distributions to our common
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unit holders in an amount greater than (i) $0.0808 per common unit per annum or (ii) the aggregate amount of cash equity
raised. Additionally, under the Norwegian Bond Amendments, we will not be permitted to repurchase any of our common or
preferred units
As of April 30, 2020, we had received support from bondholders for the required two-thirds majority to approve the
proposed amendments at the meeting on May 5, 2020 for each of the 2015 Norwegian and the 2017 Norwegian Bonds.
Financing
In February 2019, we borrowed the remaining $25.0 million available under the revolving credit facility under our
$800 million credit facility. As of December 31, 2019, the revolving credit facility was fully drawn.
In November 2019, we borrowed $15.0 million from Golar, with interest at a rate of LIBOR plus 5.0%. We repaid the
loan in full, including interest of $0.1 million, on December 30, 2019.
In February 2020, we borrowed $25.0 million from Golar, with interest at a rate of LIBOR plus 5.0%. We repaid the
loan in full, including interest.
Common Unit Repurchase Program
In August 2019, we repurchased a total of 153,728 units under the common unit repurchase program for an aggregate
cost of $1.6 million. In accordance with the provisions of the partnership agreement, all common units repurchased were
deemed canceled and not outstanding, with immediate effect.
Organizational Changes
On October 1, 2019, Mr. Brian Tienzo stepped down as our Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO") to focus full time as senior advisor for Golar group financings. Mr. Graham Robjohns was appointed as our
CEO to serve until April 30, 2020, when he will step down as our CEO and leave Golar. We expect to announce his
replacement imminently.
Partnership Matters
At our Annual Meeting of Limited Partners on September 27, 2019, Mr. Alf Thorkildsen was elected as a Class I
Director of the Partnership. His term will expire at the 2022 Annual Meeting of Limited Partners.
On October 1, 2019, the Partnership's general partner appointed Ms. Georgina Sousa as a replacement for Mr. Michael
Ashford as one of the general partner's three appointed Directors. Mr. Michael Ashford also retired as Company Secretary and
was replaced by Ms. Georgina Sousa.
Series A Preferred Units ATM Program
On January 28, 2020, the Partnership entered into a sales agreement with a sales agent (the "Agent"), relating to the
Partnership’s Series A Preferred Units. In accordance with the terms of the sales agreement, we may, through the Agent, offer
and sell from time to time, Series A Preferred Units having an aggregate offering price of up to $120.0 million.
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Factors Affecting Our Results of Operations and Future Results
Our historical results of operations and cash flows may not be indicative of future results of operations and our results
may be principally affected for the following reasons:
•
Vessels may be re-contracted at lower rates. We currently derive all of our revenue from a limited number of
customers on charters. Hire rates for FSRUs and LNG carriers fluctuate over time as a result of changes in the supply-
demand balance relating to current and future FSRU and LNG carrier capacity. 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. In addition, certain
of our time charters provide for significant reductions in hire rates payable during extension periods if the charterer
extends the applicable charter beyond its initial term. If rates are lower, our earnings and ability to make distributions
to our unitholders may decline.
• Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our
business. Our operations are subject to risks related to public health threats, including the recent COVID-19 pandemic,
a virus causing potentially deadly respiratory tract infections originating in China, which has negatively affected global
economic conditions and the demand for LNG and LNG shipping regionally as well as our operations and the
operations of our charterers and suppliers. Governments in affected countries have imposed travel bans, quarantines
and other emergency public health measures. Uncertainties regarding the economic impact of the COVID-19 outbreak
are likely to result in sustained market turmoil, which could also negatively impact our business, financial condition
and cash flows. Governments are approving large stimulus packages to mitigate the effects of the sudden decline in
economic activity caused by the pandemic; however, we cannot predict the extent to which these measures will be
to restore or sustain the business and financial condition of companies in the shipping industry.
sufficient
Governmental measures, though temporary in nature, may continue and increase depending on developments in
outbreak of COVID-19. We have experienced the following disruption to our operations to-date:
•
•
•
•
•
crew changes have been cancelled and/or delayed due to port authorities denying disembarkation, a high
potential of infection in countries where crew changes may otherwise have taken place and the inability to
repatriate crew members due to lack of international air transport or denial of re-entry by crew members’
home countries, which may have closed their borders;
the inability to complete scheduled engine overhauls, routine maintenance work and management of
equipment malfunctions;
shortages or a lack of access to required spare parts for our vessels, and delays in repairs to, or scheduled or
unscheduled maintenance or modifications or dry docking of, our vessels, as a result of a lack of berths
available by shipyards from a shortage in labor or due to other business disruptions;
delays in vessel inspections and related certifications by class societies, customers or government agencies;
and
disruptions to business from, or additional costs related to, new regulations, directives or practices
implemented in response to the pandemic, such as travel restrictions, increased inspection regimes, hygiene
measures (such as quarantining and physical distancing) or increased implementation of remote working
arrangements.
Given the recent fluidity of developments and the extensive response to the outbreak, we are continually receiving
updated information and we are constantly reassessing the impact of COVID-19 on our operations. Measures that we
are taking in response to COVID-19 include:
•
•
•
All crew changes have been cancelled until further notice and this will be continually reviewed as the
situation develops;
Arrangements to accept delivery of additional spare parts and critical supplies are made where possible in
supply chains;
Planned engine overhaul and routine maintenance services have been cancelled where possible, and
arrangements for remote servicing of equipment are being made wherever possible;
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•
•
•
Non-critical boardings are being cancelled, current visits are limited to vettings inspectors, pilots and port
officials, where allowed, and procedures have been implemented on board to limit the risk of human-to-
human transmission from visiting personnel;
Global offices were closed in advance of government-mandated lockdown dates to minimize the opportunity
for human-to-human transmission, IT systems and network capacity have proven to be robust, and no
interruption to business support functions and no implications to financial reporting systems or internal
controls over financial reporting have been identified; and
Flexible working arrangements have been made for those with children, non-critical projects have been
postponed and various governmental support schemes and grants are being explored.
In addition prolonged periods of low utilization and hire rates arising as a result of the COVID-19 outbreak could also
result in the recognition of impairment charges on our vessels if future cash flow estimates, based upon information
available at the time, indicate that the carrying value of these vessels may not be recoverable. Such impairment charges
may cause lenders to accelerate loan payments under our financing agreements.
• Our results may be affected by tax exposure. Tax accounting and reporting judgments that we make may not be
entirely free from doubt. It is possible that applicable tax authorities will disagree with our positions, possibly resulting
in additional taxes being owed in future years. We are also subject to changes in regulatory requirements. For instance,
tax authorities issuing tax assessments for property tax on the basis of new legislation introduced that specifically list
FSRUs as being treated as objects liable to land & buildings tax, when it previously did not. More information on
certain tax exposures that may affect our future results is included within note 26 “Other Commitments and
Contingencies” in our consolidated financial statements.
•
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, 2019, 2018 and 2017, we had 45, 134 and 123 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.
• 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, LNG carriers and FLNGs 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.
•
Our vessels' net book value may be impaired. 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 long-
lived assets' carrying amounts, we make assumptions regarding estimated future cash flows, such as the vessels'
economic useful life and estimates in respect of residual or scrap value. If the market value of our ships declines, we
may be required to record an impairment charge in our financial statements, which could adversely affect our results of
operations.
• 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
“—B. 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
our derivative instruments is included in our net income as we have no existing derivative instruments held for
hedging. These changes may fluctuate significantly as interest rates fluctuate. Please read note 24 “Financial
Instruments” in our Consolidated Financial Statements.
• Our results may be affected by fluctuations in our vessel operating costs. Factors such as shortage of qualified and
experienced seafaring crew and pressure on raw material prices could increase our 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 cost may occur. In addition, the Golar Spirit has been in lay-up since
August 2017 and the Golar Mazo will be placed into lay-up shortly. We receive no revenues for vessels while they are
in lay-up or being converted, but we benefit from lower vessel operating costs, principally from reduced crew on
board, and minimal maintenance requirements and voyage costs.
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•
Our investment in Hilli LLC may not result in anticipated profitability or generate cash flow sufficient to justify our
investment. The Hilli is the world’s first converted FLNG vessel. FLNG vessels are complex and their operations are
technically challenging and subject to mechanical risks. Accordingly, the operations of the Hilli are subject to risks
that could negatively impact affect our earnings and financial condition. In addition, we provided the Partnership
Guarantee and the LOC Guarantee in connection with the Hilli Acquisition. We could be liable under these guarantees
if Hilli Corp fails to service its debt or comply with its debt covenants under the Hilli Facility or fails to perform under
the LTA. This could also impact our ability to obtain future credit.
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 mainly pertains to lease payments under time charters where we
act as lessor in operating lease arrangements, fees for repositioning vessels as well as the reimbursement of certain vessel
operating costs such as drydocking costs and taxes in relation to these leasing arrangements. We record fixed revenues
generated from time charters, which we classify as operating leases, on a straight line basis over the term of the charter as the
service is provided. Any variable payments relating to the lease arrangements are recognized as incurred in the relevant period.
We do not recognize revenue during days when the vessel is off-hire unless the 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 or special survey or 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 and Golar
Freeze, which will go into drydock after their charter with their respective charterer, we generally drydock each of our vessels
every five years. 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 primarily comprise of fuel costs but 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.
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 the sum of (a) total operating revenue and (b) amount invoiced under sales-type lease, less voyage and
commission 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, 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. See “Item 3. Key Financial Information—A. Selected Financial Data—Non-GAAP Financial
Measure” for a reconciliation of TCE to total operating revenues (TCE’s most directly comparable financial measure in
accordance with GAAP).
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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.
Adjusted EBITDA. Modification of the FSRU Golar Freeze charter agreement on May 15, 2019, led to a reassessment
of the contract under lease accounting rules. This modification resulted in the contract changing from an operating lease to a
sales-type lease ("Golar Freeze Finance Lease"). This accounting change resulted in the recognition of the capital hire revenue
as “Interest Income” based on a rate implicit in the contract while service revenue is recognized straight line over the life of the
contract. In order to compare the performance of the Golar Freeze with our wider business, management has determined that it
will measure the performance of the Golar Freeze Charter based on Adjusted EBITDA (EBITDA as adjusted for the amount
invoiced under sales-type lease in the period).
Adjusted EBITDA is calculated by totaling the sum of each segment's operating revenues and amounts invoiced under
sales-type lease, less: vessel operating expenses, voyage and commission expenses and administrative expenses. The FLNG
segment reflects our effective share of revenue and expenses attributable to our 50% ownership of the Hilli Common Units that
was acquired in July 2018. Adjusted EBITDA is a financial measure used by management and investors to assess the
Partnership’s total financial and operating performance. Management believes that Adjusted EBITDA assists management and
investors by increasing comparability of its total performance from period to period and against the performance of other
companies.
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 vessels, is related to the number of vessels we own or operate for
contractual future leasing. We depreciate the cost of our owned vessels, less their estimated residual value, and amortize the
amount of our finance lease assets over their estimated economic useful lives, on a straight-line basis.
We amortize our drydocking costs generally over 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. 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. The balance of administrative expenses relate to
corporate expenses such as legal, accounting and regulatory compliance costs.
Interest Expense and Interest Income.
Interest expense depends on our overall level of borrowing and may
significantly increase when we acquire or lease vessels. In addition, by virtue of sale and leaseback transactions we have or may
enter into with lessor VIEs, where we are deemed to be the primary beneficiary. We are required to consolidate the VIEs into
our results. Although consolidated into our results, we have no control over the funding arrangements negotiated by these lessor
VIE entities which includes the interest rates to be applied. For additional detail, refer to note 5 "Variable Interest Entities" to
our Consolidated Financial Statements. 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. Interest income also includes interest income in relation to
our sales-type lease for which we are the lessor.
(Losses)/gains on Derivative Instruments. (Losses)/gains on derivative instruments include market valuation
adjustments for interest rate swap derivatives, realized interest income/(expense) on interest rate swaps and market valuation
adjustments on Earn-Out Units. 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.
Other Financial Items. Other financial items include financing fee arrangement costs such as commitment fees on
credit facilities, foreign exchange gains/losses and other realized gains/(losses) on our financial instruments. Foreign exchange
gains or losses arise due to the retranslation of our finance 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 finance lease obligations.
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Non-Controlling Interest. Non-controlling interest refers to the 40% interest in the Golar Mazo. In addition, since our
entry into a sale and leaseback arrangement with a wholly-owned subsidiary (or “Eskimo SPV”) of China Merchants Bank
Leasing (“CMBL”) in November 2015 relating to the Golar Eskimo, we have consolidated the Eskimo SPV into our results.
Thus, the equity attributable to CMBL is included in our non-controlling interest. For additional details, see note 5 “Variable
Interest Entities” to our Consolidated Financial Statements included herein.
Equity in net earnings of affiliate. Our affiliate represents our 50% interest in the Hilli Common Units which is
accounted for by the equity method of accounting. The excess of the purchase price over book value of our investments in
equity method affiliates, or basis difference, is included in the consolidated balance sheets as "Investment in affiliate". We
allocate the basis difference across the assets and liabilities of the affiliate, with the residual assigned to goodwill. The basis
difference will then be amortized through the consolidated statements of operations as part of the equity method of accounting.
Under the equity method of accounting, we recognize gains and losses in the income statement as equity in net earnings or
losses of affiliate based on the economic results allocated based on a contractual agreement, net of interest, tax and basis
difference amortization.
Inflation and Cost Increases
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, although not within the last 12 months. 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. Similarly, historically, there have been periods of increased demand for qualified crew, which has and may in
future 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 Methane Princess’s and the Golar Eskimo’s charters provide 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 in the case of the Methane Princess, which is covered at cost).
Under the OSA for the Golar Winter, the charter hire rates are payable in Brazilian Reais. The charter hire rates
payable under the OSA covers all vessel operating expenses, other than drydocking and insurance. The charter hire
rate payable under the OSA was 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 NR Satu time charter provides for an annual adjustment to the operating expense component of the charter hire
rate as necessary to take into account cost movements.
A. Operating Results
Year Ended December 31, 2019 Compared with the Year Ended December 31, 2018
The following details the Adjusted EBITDA information for our reportable segments; FSRUs, LNG carriers and
FLNG for the years ended December 31, 2019 and 2018.
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(dollars in
thousands)
Total operating
revenues
Vessel operating
expenses
Voyage and
commission
expenses
Administrative
expenses(2)
Amount invoiced
under sales-type
lease
December 31, 2019
December 31, 2018
FSRU
LNG
Carrier
FLNG Elimination(1)
Consolidated
Reporting
FSRU
LNG
Carrier
FLNG Elimination(1)
Consolidated
Reporting
$ 240,695 $ 58,957 $104,073 $
(104,073) $
299,652 $ 294,889 $ 51,761
49,754
(49,754) $
346,650
(40,978)
(19,980)
(23,042)
23,042
(60,958)
(42,736)
(22,511)
(9,834)
9,834
(65,247)
(4,467)
(3,181)
(230)
230
(7,648)
(7,138)
(4,084)
(434)
434
(11,222)
(8,090)
(5,322)
(1,093)
1,093
(13,412)
(9,384)
(5,425)
(1,306)
1,306
(14,809)
11,500
—
—
(11,500)
—
—
—
—
—
—
30,474
198,660
Adjusted
EBITDA
255,372
(1) Eliminations reverse the effective share of revenues, expenses, and Adjusted EBITDA attributable to our 50% ownership of the Hilli Common Units, as well
as the amount invoiced under sales-type lease on the Golar Freeze.
(2) Indirect administrative expenses are allocated to the FSRU and LNG carrier segments based on the number of vessels while administrative expenses for the
FLNG segment relates to our effective share of expenses attributable to our 50% ownership of the Hilli Common Units. See the discussion under “—Other
Operating Results” below.
(91,208)
(38,180)
217,634
235,631
19,741
38,180
79,708
FSRU Segment
The following table sets forth the operating results of our FSRU segment for the years ended December 31, 2019 and
2018.
Statement of Operations Data:
Total operating revenues
Vessel operating expenses
Voyage and commission expenses
Administrative expenses
Amount invoiced under sales-type lease
FSRU Adjusted EBITDA
Year Ended December 31,
2019
2018
Change
% Change
(dollars in thousands, except TCE)
$
240,695
$
294,889
$
(54,194)
(40,978)
(4,467)
(8,090)
11,500
(42,736)
(7,138)
(9,384)
—
1,758
2,671
1,294
11,500
$
198,660
$
235,631
$
(36,971)
(18)%
(4)%
(37)%
(14)%
100 %
(16)%
Other Financial Data:
Average daily TCE(1)
(1) Refer to “Item 3. Key Information—A. Selected Financial Data—Non-GAAP Financial Measure.” for a definition of average daily TCE and reconciliation to
its most directly comparable GAAP financial measure.
(32,516)
139,173
171,689
(19)%
$
$
$
Total operating revenues: Total operating revenues decreased by $54.2 million to $240.7 million for the year ended
December 31, 2019 compared to $294.9 million in 2018. This was primarily due to:
•
•
a $46.5 million reduction in revenue from the Golar Freeze mainly as a result of (i) recognition of all remaining
revenue on her previous charter which had an original expiration date of April 2019, during the year ended
December 31, 2018, as the vessel was no longer available under the previous charter; (ii) reduced daily hire rate
from the current charter for the year ended December 31, 2019 compared to the previous charter hire rate for the
year ended December 31, 2018; and (iii) the impact of the Golar Freeze Charter being modified to a sales-type
lease on May 15, 2019. Subsequently, all income from the Golar Freeze Finance Lease is recognized as interest
income rather than revenue; and
a $7.7 million reduction in revenue from the Golar Igloo due to (i) a reduced daily hire rate during the year ended
December 31, 2019 compared to 2018 and (ii) the vessel being offhire during December 2019, as her charter
ended in November 2019.
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The decrease was slightly offset by a $1.3 million increase in revenue from the Golar Winter as a result of increased daily hire
rate for the year ended December 31, 2019 compared to 2018.
Vessel operating expenses: The decrease of $1.8 million in vessel operating expenses to $41.0 million for the year
ended December 31, 2019 as compared to $42.7 million in 2018 was primarily due to a $2.4 million decrease in repair and
maintenance costs incurred by the Golar Eskimo, Golar Igloo and NR Satu during the year ended December 31, 2019. The
decrease was partially offset by a $0.8 million increase in vessel operating expenses for the Golar Freeze during the year ended
December 31, 2019, due to higher repair and maintenance cost and increased operational costs incurred pursuant to her charter
in Jamaica, compared to her previous charter in Dubai.
Voyage and commission expenses: Voyage and commission expenses decreased by $2.7 million to $4.5 million for
the year ended December 31, 2019 compared to $7.1 million in 2018, mainly due to Golar Freeze incurring lower bunker costs
in the year ended December 31, 2019 compared to 2018 when she incurred bunker cost sailing to the yard for her scheduled
drydock.
Amount invoiced under sales-type lease: This represents the actual invoiced amounts on the Golar Freeze Finance
Lease. As the income generated from the Golar Freeze Finance Lease is not reflected in our total operating revenues, we have
included the amounts invoiced under the lease in arriving at our FSRU Adjusted EBITDA for the year ended December 31,
2019 to enable comparability with the rest of our FSRU segment's charters.
FSRU Adjusted EBITDA: The FSRU Adjusted EBITDA decreased by $37.0 million to $198.7 million for the year
ended December 31, 2019 compared to $235.6 million in 2018. This was primarily due to the reduced revenues from the Golar
Freeze and the Golar Igloo charters for the year ended December 31, 2019, which were partially offset by the decrease in vessel
operating expenses and voyage and commission expenses.
Average daily TCE(1): The
ended December 31, 2019 decreased
by $32,516 to $139,173 compared to $171,689 in 2018, mainly due to a reduction in total operating revenue from the Golar
Freeze and the Golar Igloo charters. This was combined with the impact of decreased number of scheduled off-hire days as the
Golar Freeze was onhire for a longer period of time in the year ended December 31, 2019 compared to 2018 as a result of her
scheduled drydocking in 2018.
average daily TCE for
the year
LNG Carrier Segment
The following table sets forth the operating results of our LNG carrier segment for the years ended December 31, 2019
and 2018.
Statement of Operations Data:
Total operating revenues
Vessel operating expenses
Voyage and commission expenses
Administrative expenses
LNG carrier Adjusted EBITDA
Year Ended December 31,
2019
2018
Change
% Change
(dollars in thousands, except TCE)
58,957
$
51,761
$
(19,980)
(3,181)
(5,322)
(22,511)
(4,084)
(5,425)
7,196
2,531
903
103
30,474
$
19,741
$
10,733
$
$
14 %
(11)%
(22)%
(2)%
54 %
Other Financial Data:
Average daily TCE(1)
(1) Refer to “Item 3. Key Information—A. Selected Financial Data—Non-GAAP Financial Measure.” for a definition of average daily TCE and reconciliation to
its most directly comparable GAAP financial measure.
33,575
38,360
4,785
14 %
$
$
$
Operating revenues: Total operating revenues increased by $7.2 million to $59.0 million for the year ended
December 31, 2019 compared to $51.8 million in 2018. This was primarily due to an increase in hire rates for the Golar Grand
and Golar Maria for the year ended December 31, 2019, compared to the previous hire rates for 2018. In addition, the Golar
Maria and Methane Princess were on-hire for longer periods in the year ended December 31, 2019 compared to 2018 as Golar
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Maria had shorter charters in the year ended December 31, 2018, and Methane Princess underwent her scheduled drydocking in
the year ended December 31, 2018.
Vessel operating expenses: The decrease of $2.5 million in vessel operating expenses to $20.0 million for the year
ended December 31, 2019, as compared to $22.5 million in 2018, was primarily due to a decrease in operating cost for the
Methane Princess as she incurred higher repair and maintenance costs during her scheduled drydocking in the year ended
December 31, 2018.
Voyage and commission expenses: Voyage and commission expenses decreased by $0.9 million to $3.2 million for
the year ended December 31, 2019 compared to $4.1 million in 2018, primarily due to:
•
•
a $1.3 million decrease in voyage expenses for the Golar Maria due to incremental positioning and bunker cost
incurred for the year ended December 31, 2018, which were subsequently recouped from the charterer following her
entry into spot charters. There were no comparable costs for the year ended December 31, 2019; and
a $0.5 million decrease in voyage expenses for the Methane Princess due to bunker cost incurred when she sailed from
the shipyard where she carried out her scheduled drydocking in the year ended December 31, 2018. There was no
comparable costs for the year ended December 31, 2019.
This was partially offset by a $0.8 million increase in voyage expenses for the Golar Mazo during the year ended December 31,
2019, due to incremental positioning and bunker costs incurred for the year ended December 31, 2019, which was subsequently
recouped from the charterer.
LNG carrier Adjusted EBITDA: The LNG carrier Adjusted EBITDA increased by $10.7 million to $30.5 million for
the year ended December 31, 2019 compared to $19.7 million in 2018. This was primarily due to the increased revenue for the
Methane Princess, Golar Grand and Golar Maria, combined with a decrease in vessel operating cost for the Methane
Princess for the year ended December 31, 2019.
Average daily TCE(1): The
ended December 31, 2019 increased
by $4,785 to $38,360 compared to $33,575 in 2018. This was primarily due to the increased revenue for the Methane Princess,
Golar Grand and Golar Maria, combined with a decrease in voyage and commission expenses for the Golar Maria and
Methane Princess for the year ended December 31, 2019.
average daily TCE for
the year
FLNG Segment
We carry out our FLNG business through our ownership of 50% of the Hilli Common Units effective from July 2018.
Although we account for our investment as an equity method investment, which is presented in “Equity in net earnings of
affiliate” within our statements of operations, we report our segment on a gross basis showing our proportionate share of the
underlying business activities.
The following table sets forth the operating results of our FLNG Segment for the years ended December 31, 2019 and
2018.
Statement of Operations Data:
Total operating revenues
Vessel operating expenses
Voyage and commission expenses
Administrative expenses
FLNG Adjusted EBITDA
Year Ended December 31,
2019
2018
Change
% Change
(dollars in thousands)
$
104,073
$
49,754
$
(23,042)
(230)
(1,093)
(9,834)
(434)
(1,306)
54,319
(13,208)
204
213
$
79,708
$
38,180
$
41,528
109 %
134 %
(47)%
(16)%
109 %
FLNG Adjusted EBITDA: Our effective share of the FLNG Adjusted EBITDA for the year ended December 31, 2019
increased by $41.5 million to $79.7 million compared to $38.2 million in 2018, due to the Hilli being in operation for the entire
year ended December 31, 2019 compared to 172 days in the year ended December 31, 2018.
Other operating results
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The following details our unallocated consolidated results for the years ended December 31, 2019 and 2018:
Other non-operating income
Depreciation and amortization
Administrative expenses
Interest income
Interest expense
(Losses)/gains on derivative instruments
Other financial items, net
Taxes
Non-controlling interest
Year Ended December 31,
2019
2018
Change
% Change
(dollars in thousands)
$
4,795
$
449
$
(83,239)
(13,412)
13,278
(79,791)
(38,796)
675
(17,962)
(3,329)
(98,812)
(14,809)
8,950
(80,650)
8,106
(592)
(17,465)
(3,358)
4,346
15,573
1,397
4,328
859
(46,902)
1,267
(497)
29
968 %
(16)%
(9)%
48 %
(1)%
(579)%
(214)%
3 %
(1)%
Other non-operating income: Other non-operating income increased by $4.3 million to $4.8 million for the year
ended December 31, 2019 compared to $0.5 million in 2018. This was primarily due to the gain recognized upon the Golar
Freeze charter modification from an operating lease to a sales-type lease. This classification change resulted in the de-
recognition of the vessel asset carrying value, the recognition of net investment in leased vessel, and a gain on disposal of
$4.2 million.
Depreciation and amortization: Depreciation and amortization decreased by $15.6 million to $83.2 million for the
year ended December 31, 2019 compared to $98.8 million in 2018. This was primarily due to:
•
•
•
an $11.6 million reduction in the depreciation and amortization of the Golar Freeze following extension of her useful
economic life to reflect the vessel being utilized for the new 15-year charter, combined with depreciation and
amortization ceasing following the derecognition of the vessel from balance sheet line item "Vessels and equipment,
net" on May 15, 2019;
a $2.9 million decrease in the amortization of the intangible asset acquired in connection with the acquisition of the
Golar Igloo to align the intangible asset's useful economic life with the amended lease term following exercise of the
extension option; and
a $0.7 million decrease in the drydock amortization of Golar Spirit as her drydock cost was fully amortized within the
first quarter of 2018. No such comparable cost was incurred during the year ended December 31, 2019.
Administrative expenses: Administrative expenses decreased by $1.4 million to $13.4 million for the year ended
December 31, 2019 compared to $14.8 million in 2018. 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, 2019 and 2018, we incurred charges of $9.6 million and $9.8 million, respectively. The
remaining balance of administrative expenses amounting to $3.8 million and $5.0 million for the years ended December 31,
2019 and 2018, respectively, relate to corporate expenses such as legal, accounting and regulatory compliance costs.
Interest income: Interest income increased by $4.3 million to $13.3 million for the year ended December 31, 2019,
compared to $9.0 million in 2018. This was primarily due to $9.5 million interest income recognized in relation to the Golar
Freeze Finance Lease for the year ended December 31, 2019. There was no such interest income for the year ended December
31, 2018. This increase was offset by $4.8 million interest income earned during the year ended December 31, 2018 on the
$107.2 million Deferred Purchase Price relating to the Tundra Put Sale and the $70 million deposit paid upon execution of the
purchase agreement for the Hilli Acquisition. No such interest income was recorded in the year ended December 31, 2019.
Interest expense: Interest expense decreased by $0.9 million to $79.8 million for the year ended December 31, 2019,
compared to $80.7 million in 2018. In addition to reduced interest costs due to lower LIBOR rates, the decrease in interest
expense was primarily due to:
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•
•
•
a $1.5 million decrease in interest expense and amortization of deferred financing costs as a result of our refinancing of
the NR Satu debt facility in early 2018;
a $1.7 million decrease in amortization of deferred financing costs for the Golar Eskimo, which was fully amortized in
2018; and
a $0.4 million decrease in interest expense arising on the loan facility of our consolidated Eskimo VIE.
This was offset by:
•
•
a $1.8 million of incremental interest on our $800 million credit facility as a result of the additional balance drawn
under the revolving credit facility; and
a $1.2 million of incremental interest on our Norwegian Bonds during the year ended December 31, 2019.
(Losses)/gains on derivative instruments: (Losses)/gains on derivative instruments, reflects a loss of $38.8 million and a gain
of $8.1 million for the years ended December 31, 2019 and 2018, respectively, as set forth in the table below:
Year ended December 31,
2019
2018
$ Change
% Change
(dollars in thousands)
Mark-to-market losses for interest rate swaps
$
(43,746) $
(1,455) $
(42,291)
2,907 %
Net interest income on un-designated interest rate
swaps
Net unrealized and realized (losses)/gains on
interest rate swaps
Mark-to-market gains on Earn-Out Units
Total
$
4,950
(38,796)
—
(38,796) $
2,161
706
7,400
8,106
$
2,789
129 %
(39,502)
(7,400)
(46,902)
(5,595)%
(100)%
(579)%
Net unrealized and realized (losses)/gains on interest rate swaps: Net unrealized and realized (losses)/gains on interest
rate swaps resulted in a net loss of $38.8 million for the year ended December 31, 2019, compared to a net gain of $0.7 million
in 2018 due to decrease in long-term swap interest rates in 2019 which has resulted in a loss on the mark-to-market valuation of
our interest rate swaps.
Mark-to-market gains on Earn-Out Units: We recognized a mark-to-market gain of $7.4 million for the year ended
December 31, 2018. On October 24, 2018, we declared a reduced quarterly distribution of $0.4042 per common unit.
Consequently, the second tranche of Earn-Out Units were not issued. There is no comparable movement for the year ended
December 31, 2019.
Other financial items, net: Other financial items reflect a gain of $0.7 million and a loss of $0.6 million for the years
ended December 31, 2019 and 2018, respectively, as set forth in the table below:
Foreign exchange (losses)/gains on finance lease
obligations and related restricted cash
Amortization of Partnership guarantee
Financing arrangement fees and other costs
Foreign exchange gains/(losses) on operations
Year ended December 31,
2019
2018
Change
% Change
(dollars in thousands)
$
$
(941) $
1,105
$
2,065
(531)
82
503
(1,363)
(837)
675
$
(592) $
(2,046)
1,562
832
919
1,267
(185)%
311 %
(61)%
(110)%
(214)%
Foreign exchange (losses)/gains on finance lease obligations and related restricted cash: Represents foreign currency
differences arising on retranslation of foreign currency balances including foreign currency movements on the Methane
Princess lease which is denominated in Pound Sterling.
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Amortization of Partnership Guarantee: Represents the amortization for the year ended December 31, 2019 of the fair value of
the Partnership Guarantee provided in connection with the Hilli Acquisition. See Note 25 “Related Party Transactions” to our
Consolidated Financial Statements included herein.
Year Ended December 31, 2018 Compared with the Year Ended December 31, 2017
The following details the Adjusted EBITDA information for our reportable segments; FSRUs, LNG carriers and
FLNG for the years ended December 31, 2018 and 2017.
December 31, 2018
December 31, 2017
(dollars in
thousands)
FSRU
LNG
Carrier
FLNG Elimination(1)
Consolidated
Reporting
FSRU
LNG
Carrier
FLNG Elimination(1)
Consolidated
Reporting
Total operating
revenues
Vessel operating
expenses
Voyage and
commission
expenses
$ 294,889 $ 51,761 $ 49,754 $
(49,754) $
346,650 $ 316,599 $116,503
(42,736)
(22,511)
(9,834)
9,834
(65,247)
(47,960)
(20,318)
(7,138)
(4,084)
(434)
434
(11,222)
(8,375)
(1,319)
—
—
—
— $
433,102
—
—
(68,278)
(9,694)
(5,425)
(9,384)
(1,306)
Administrative
expenses(2)
Adjusted
EBITDA
(1) Eliminations reverse the effective share of revenues, expenses, and Adjusted EBITDA attributable to our 50% ownership of the Hilli Common Units.
(2) Indirect administrative expenses are allocated to the FSRU and LNG carrier segments based on the number of vessels while administrative expenses for the
FLNG segment relates to our effective share of expenses attributable to our 50% ownership of the Hilli Common Units. See the discussion under “—Other
Operating Results” below.
$ 235,631 $ 19,741 $ 38,180 $
255,372 $ 250,235 $ 89,685
(38,180) $
(14,809)
(15,210)
(10,029)
339,920
(5,181)
1,306
— $
—
—
—
FSRU Segment
The following table sets forth the operating results of our FSRU segment for the years ended December 31, 2018 and
2017.
Statement of Operations Data:
Total operating revenues
Vessel operating expenses
Voyage and commission expenses
Administrative expenses
FSRU Adjusted EBITDA
Year Ended December 31,
2018
2017
Change
% Change
(dollars in thousands, except TCE)
$
294,889
$
316,599
$
(21,710)
(42,736)
(7,138)
(9,384)
235,631
(47,960)
(8,375)
(10,029)
250,235
5,224
1,237
645
(14,604)
(7)%
(11)%
(15)%
(6)%
(6)%
Other Financial Data:
Average daily TCE(1)
(1) Refer to “Item 3. Key Information—A. Selected Financial Data—Non-GAAP Financial Measure.” for a definition of average daily TCE and reconciliation to
its most directly comparable GAAP financial measure.
171,689
159,950
11,739
7 %
$
$
$
Total operating revenues: Total operating revenues decreased by $21.7 million to $294.9 million for the year ended
December 31, 2018 compared to $316.6 million in 2017. This was primarily due to a $43.3 million reduction in revenue from
the Golar Spirit following the early termination of her time charter in 2017 and a $4.0 million reduction in revenue from the NR
Satu due to a reduction of the daily time charter rate in 2018.
This was partially offset by:
•
a $12.1 million increase due to recognition of all of Golar Freeze's revenue until the end of her previous charter
in the year ended December 31, 2018. In July 2018, Golar Freeze was nominated to service the Golar Freeze
Charter and subsequently underwent drydocking to satisfy certain technical specifications of the charter.
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Accordingly, we recognized all of the revenue due to be paid under the previous Golar Freeze charter which had
an original expiration date of April 2019 as the vessel was no longer available; and
•
a $13.0 million increase in revenue from the Golar Winter in the year ended December 31, 2018 following her
scheduled drydocking in 2017.
Vessel operating expenses: The decrease of $5.2 million in vessel operating expenses to $42.7 million for the year
ended December 31, 2018 as compared to $48.0 million in 2017 was principally due to:
•
•
a $4.1 million decrease in repairs and maintenance costs for the NR Satu during the year ended December 31,
2018 following her scheduled maintenance in 2017; and
a $3.8 million reduction in the operating costs associated with the Golar Spirit due to the vessel being placed in
lay-up in August 2017 following the termination of her charter.
This was partially offset by a $2.7 million increase in the Golar Freeze repairs and maintenance cost during her
scheduled drydocking in July 2018.
Voyage and commission expenses: Voyage and commission expenses decreased by $1.2 million to $7.1 million for
the year ended December 31, 2018 compared to $8.4 million in 2017, mainly due to higher bunker costs incurred in connection
with the Golar Spirit being placed in lay-up in August 2017 and the Golar Winter's scheduled drydocking in September 2017.
This was partially offset by bunker and positioning costs incurred by the Golar Freeze in preparation for her new charter in
2019.
FSRU Adjusted EBITDA: The FSRU Adjusted EBITDA decreased by $14.6 million to $235.6 million for the year
ended December 31, 2018 compared to $250.2 million in 2017. This was primarily due to the Golar Spirit being in lay-up
following the early termination of her time charter in 2017, resulting in lower total operating revenue, vessel operating expenses
and voyage and commission expenses for the year ended December 31, 2018.
Average daily TCE(1): The
ended December 31, 2018 increased
by $11,739 to $171,689 compared to $159,950 for 2017 mainly due to a reduction in calendar days less scheduled off-hire days
in the year ended December 31, 2018 as the Golar Spirit has been in lay-up since August 2017. The decrease in revenues from
the Golar Spirit does not affect the average daily TCE in 2018 as the days when vessels are in lay-up are also considered
scheduled off-hire days.
average daily TCE for
the year
LNG Carrier Segment
The following table sets forth the operating results of our LNG carrier Segment for the years ended December 31,
2018 and 2017.
Statement of Operations Data:
Total operating revenues
Vessel operating expenses
Voyage and commission expenses
Administrative expenses
LNG carrier Adjusted EBITDA
Year Ended December 31,
2018
2017
Change
% Change
(dollars in thousands, except TCE)
51,761
$
116,503
$
(64,742)
(22,511)
(4,084)
(5,425)
(20,318)
(1,319)
(5,181)
(2,193)
(2,765)
(244)
19,741
$
89,685
$
(69,944)
$
$
(56)%
11 %
210 %
5 %
(78)%
Other Financial Data:
Average daily TCE(1)
(1) Refer to “Item 3. Key Information—A. Selected Financial Data—Non-GAAP Financial Measure.” for a definition of average daily TCE and reconciliation to
its most directly comparable GAAP financial measure.
(46,693)
33,575
80,268
(58)%
$
$
$
Operating revenues: Total operating revenues decreased by $64.7 million to $51.8 million for the year ended
December 31, 2018 compared to $116.5 million in 2017. This was primarily due to:
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•
•
•
a $31.5 million reduction in revenue from the Golar Mazo as a result of the expiration of her charter in December
2017;
a $29.2 million reduction in revenue from the Golar Grand and the Golar Maria following the expiration of the
charter back to Golar and her charter, respectively, in November 2017. The hire rates under the Golar Grand's and the
Golar Maria's time charters with the new charterers are lower than the previous hire rates; and
a $4.0 million reduction in revenue from the Methane Princess resulting from her scheduled drydocking in 2018.
Vessel operating expenses: The increase of $2.2 million in vessel operating expenses to $22.5 million for the year
ended December 31, 2018, as compared to $20.3 million in 2017, was principally due to a $4.7 million increase in repair and
maintenance costs in respect of the Golar Maria and Methane Princess in 2018.
This was partially offset by a reduction of:
•
•
$1.3 million in operating costs for the Golar Mazo in 2018 following the expiration of her charter in December 2017;
and
$1.2 million in operating costs for the Golar Grand in 2018 as she was taken out of lay-up and completed her drydock
in 2017.
Voyage and commission expenses: Voyage and commission expenses increased by $2.8 million to $4.1 million for
the year ended December 31, 2018 compared to $1.3 million in 2017, primarily due to incremental positioning and bunker costs
incurred by the Golar Mazo and Golar Maria for the year ended December 31, 2018 following the expiration of their long term
charters in December 2017 and November 2017, respectively.
LNG carrier Adjusted EBITDA: The LNG carrier Adjusted EBITDA decreased by $69.9 million to $19.7 million for
the year ended December 31, 2018 compared to $89.7 million in 2017. This was primarily due to the reduction in revenue and
higher positioning and bunker costs from the Golar Mazo and Golar Maria for the year ended December 31, 2018 following
the expiration of their charters in 2017.
Average daily TCE(1): The
ended December 31, 2018 decreased
by $46,693 to $33,575 compared to $80,268 for the year ended December 31, 2017. This was due to (i) the Golar Mazo and
Golar Maria being offhire following the expiration of their charters in December 2017 and November 2017, respectively; and
(ii) lower hire rates for the Golar Grand following the expiration of the charter back arrangement with Golar in November
2017.
average daily TCE for
the year
FLNG Segment
The following table sets forth the operating results of our FLNG Segment for the years ended December 31, 2018 and
2017.
Statement of Operations Data:
Total operating revenues
Vessel operating expenses
Voyage and commission expenses
Administrative expenses
FLNG Adjusted EBITDA
Year Ended December 31,
2018
2017
Change
% Change
$
49,754
$
(9,834)
(434)
(1,306)
38,180
(dollars in thousands)
—
—
—
—
—
49,754
(9,834)
(434)
(1,306)
38,180
100 %
100 %
100 %
100 %
100 %
FLNG Adjusted EBITDA: This refers to our effective share of the FLNG Adjusted EBITDA subsequent to the close
of the Hilli Acquisition. There was no comparable amount in the year ended December 31, 2017.
Other operating results
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The following details our unallocated consolidated results for the years ended December 31, 2018 and 2017:
Other non-operating income
Depreciation and amortization
Administrative expenses
Interest income
Interest expense
Gains on derivative instruments
Other financial items, net
Taxes
Non-controlling interest
Year Ended December 31,
2018
2017
Change
% Change
(dollars in thousands)
$
449
$
922
$
(98,812)
(14,809)
8,950
(80,650)
8,106
(592)
(17,465)
(3,358)
(103,810)
(15,210)
7,804
(75,425)
7,796
(15,363)
(16,996)
(15,568)
(473)
4,998
401
1,146
(5,225)
310
14,771
(469)
12,210
(51)%
(5)%
(3)%
15 %
7 %
4 %
(96)%
3 %
(78)%
Depreciation and amortization: Depreciation and amortization decreased by $5.0 million to $98.8 million for the year
ended December 31, 2018, compared to $103.8 million in 2017. This was primarily due to a lower drydock amortization on
both the Golar Spirit as her drydock cost was fully amortized within the first quarter of 2018, and on the Golar Winter
following the completion of her scheduled drydocking in the fourth quarter of 2017.
Administrative expenses: Administrative expenses decreased by $0.4 million to $14.8 million for the year ended
December 31, 2018 compared to $15.2 million in 2017. Under the Management and Administrative Services Agreement with
Golar Management, for the years ended December 31, 2018 and 2017, we incurred charges of $9.8 million and $7.8 million,
respectively. The remaining balance of administrative expenses amounting to $5.0 million and $7.4 million for the years ended
December 31, 2018 and 2017, respectively, relate to corporate expenses such as legal, accounting and regulatory compliance
costs.
Interest income: Interest income increased by $1.1 million to $9.0 million for the year ended December 31, 2018,
compared to $7.8 million in 2017. This was principally due to the $2.4 million interest income earned on the $107.2 million
Deferred Purchase Price relating to the Tundra Put Sale and the $70.0 million deposit paid upon execution of the Hilli Purchase
Agreement, for which we earn interest at 5% per annum, from August and October 2017, respectively. Both amounts were
applied to the purchase price for the Hilli Acquisition in July 2018. This was partially offset by lower interest income earned on
our free cash balance in 2018.
Interest expense: Interest expense increased by $5.2 million to $80.7 million for the year ended December 31, 2018,
compared to $75.4 million in 2017. This was principally due to:
•
•
•
$2.0 million in additional interest due to a full year of interest expense arising on our $250 million of senior
unsecured non-amortizing 2017 Norwegian Bonds, issued in February 2017;
$2.1 million incremental interest on the $800 million facility, due to higher LIBOR and additional interest as a
result of the balance drawn under the revolving facility during 2018; and
$0.7 million incremental interest and amortization of deferred financing costs as a result of refinancing of the NR
Satu facility in early 2018.
Gains on derivative instruments: Gains on derivative instruments reflects a gain of $8.1 million and $7.8 million for
the years ended December 31, 2018 and 2017, respectively, as set forth in the table below:
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Mark-to-market adjustment for interest rate swaps $
Net interest income/(expense) on un-designated
interest rate swaps
Net unrealized and realized gains on interest rate
swaps
Mark-to-market gains/(losses) on Earn-Out Units
Gains on repurchase of cross-currency interest
rate swap
Total
$
Year ended December 31,
2018
2017
$ Change
% Change
(dollars in thousands)
(1,455) $
12,073
$
(13,528)
2,161
706
7,400
—
8,106
$
(7,554)
9,715
4,519
(441)
3,718
7,796
$
(3,813)
7,841
(3,718)
310
(112)%
(129)%
(84)%
(1,778)%
(100)%
4 %
Net unrealized and realized gains on interest rate swaps: Net unrealized and realized gains on interest rate swaps
resulted in a net gain of $0.7 million for the year ended December 31, 2018, compared to a net gain of $4.5 million in 2017 due
to decrease in long-term swap interest rates in 2018 which has resulted in losses on the mark-to-market valuation of our interest
rate swaps.
Mark-to-market gains/(losses) on Earn-Out Units: On October 24, 2018, we declared a reduced quarterly distribution
of $0.4042 per common unit. Consequently, the second tranche of Earn-Out Units were not issued. Accordingly, the associated
derivative liability was reduced to $nil, resulting in a mark-to-market gain of $7.4 million for the year ended December 31,
2018 compared to a loss of $0.4 million for the year ended December 31, 2017.
Gains on repurchase of cross-currency interest rate swap: This pertains to mark-to-market gains of $3.9 million on
our cross-currency interest rates swap that was repurchased during 2017, offset by a foreign currency loss of $0.2 million. There
is no comparable gain for the year ended December 31, 2018.
Other financial items, net: Other financial items reflect a loss of $0.6 million and $15.4 million for the years ended
December 31, 2018 and 2017, respectively, as set forth in the table below:
Losses on repurchase of 2012 High-Yield Bonds
Foreign exchange losses on 2012 High-Yield Bonds
Premium paid on repurchase of 2012 High-Yield Bonds
Other items
Other financial items, net
Year Ended December 31,
2018
2017
Change
% Change
$
$
(dollars in thousands)
— $
(7,876) $
—
—
(592)
(3,103)
(2,820)
(1,564)
7,876
3,103
2,820
972
(592) $
(15,363) $
14,771
100 %
100 %
100 %
(62)%
(96)%
Losses on repurchase of 2012 High-Yield Bonds: In the year ended December 31, 2017, as a consequence of the
cessation of hedge accounting for the related cross currency interest rate swap (entered into as a hedge against our NOK
denominated 2012 High-Yield Bonds), we reclassified $5.0 million of accumulated mark-to-market losses previously recorded
within accumulated other comprehensive income to the statement of operations. We also recognized foreign exchange losses of
$2.9 million arising from the repurchase of our 2012 High-Yield Bonds. There is no comparable cost for the year ended
December 31, 2018.
Foreign exchange losses on 2012 High-Yield Bonds: This pertains to the unrealized foreign exchange loss of $3.1
million for the remaining 2012 High-Yield Bonds for the year ended December 31, 2017. There is no comparable cost for the
year ended December 31, 2018.
Premium paid on repurchase of 2012 High-Yield Bonds: This pertains to the premium paid upon the repurchase of the
2012 High-Yield Bonds for the year ended December 31, 2017. There is no comparable cost for the year ended December 31,
2018.
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Other items: Other items represent, among other things, foreign currency differences arising on retranslation of foreign
currency balances including foreign currency movements on the Methane Princess lease. Foreign currency gains increased by
$1.8 million as a result of the weakening of the US dollar against the Pound Sterling in 2018. This was offset by an increase in
financing arrangement fees of $0.8 million.
Non-controlling interest: Non-controlling interest decreased by $12.2 million to $3.4 million for the year ended
December 31, 2018, compared to $15.6 million in 2017, mainly due to the reduction in net income from the Golar Mazo
following the expiration of her charter in December 2017.
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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 debt repayments, funding working capital requirements,
including drydocking, and maintaining cash reserves against fluctuations in operating cash flows.
Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate
liquidity. Cash and cash equivalents are held primarily in U.S. Dollars with some balances held in other currencies. We use
derivative instruments for interest rate and currency risk management purposes only.
Short-term Liquidity and Cash Requirements
Sources of short-term liquidity include cash balances, current restricted cash and short-term deposits, receipts from
our charters and short-term loans from Golar. Revenues from the majority of our time charters are received monthly in
advance. In addition we benefit from low inventory requirements due to the fact that fuel costs are generally paid for by the
charterer under time charters.
As of December 31, 2019, our cash and cash equivalents, including restricted cash, were $229.9 million. Our total
restricted cash balances (excluding $19.7 million in performance and bid bonds relating to certain of our charters) contribute
to our short and medium term liquidity as they are used to fund payment of certain financial obligations (including loans,
finance leases and derivatives) which would otherwise be paid out of our unrestricted cash balances. Since December 31,
2019, significant transactions impacting our cash flows include:
•
•
•
•
•
payment of a cash distribution of $0.4042 per unit ($28.6 million in the aggregate) to all common and general
partner unitholders with respect to the quarter ended December 31, 2019 in February 2020;
payment of a cash distribution of $0.546875 per Series A Preferred Unit ($3.0 million in the aggregate) for the
period from November 15, 2019 through February 14, 2020, in February 2020;
payment of $31.7 million of scheduled debt principal and interest repayments;
payment of additional $11.8 million in collateral related to our interest rate swaps; and
receipt of $25.0 million loan from Golar in February 2020. We repaid the loan in full, including interest.
Other cash requirements
On April 1, 2020, we announced the initiation of a process to seek bondholder approval for an extension of the
maturity date by 18 months, subject to certain terms and conditions, for our 2015 Norwegian Bonds and our 2017 Norwegian
Bonds . We intend to use the 18 month extension period to arrange a long-term refinancing of the 2015 Norwegian Bonds and
the 2017 Norwegian Bonds, which has not been possible in light of the current turmoil in the Nordic and international capital
markets due in part to the adverse conditions caused by COVID-19.
We have scheduled a bondholder meeting on May 5, 2020 to approve the proposed amendments to the 2015
Norwegian Bonds and the 2017 Norwegian Bonds (the “Norwegian Bond Amendments”). In return for the 18 month
extension, we will pay an amendment fee of 0.5% of the par value of all of the 2015 Norwegian Bonds and 2017 Norwegian
Bonds. For more information, see “Item 5—Operating and Financial Review and Prospects—Significant Developments in
2019 and Early 2020”
Together with proceeds from our financing activities, as may be permitted under our current financing arrangements
and the Norwegian Bond Amendments, and cash to be generated from our operations (assuming the current rates earned from
existing charters continue until charter termination or expiration, where applicable) will be sufficient to cover our operational
cash outflows and our ongoing obligations under our financing commitments to pay loan interest, make scheduled loan
repayments and make cash distributions. Accordingly, we believe our current resources are sufficient to meet our working
capital requirements for our current business for at least the next twelve months.
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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 including our $800 million credit facility, which is due to mature in April
2021, 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. Management is currently exploring various options to obtain the
necessary funds to refinance the maturing credit facility. We have a track record of successfully refinancing our debt
requirements and given the strong fundamentals of the underlying assets (contracted cash flows and existing leverage ratios),
we believe that it is probable that we will obtain the necessary funding to meet our payment obligations under the maturing
$800 million credit facility in April 2021.
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.
Our pursuit of further acquisitions is dependent upon our ability to successfully raise capital at a cost that makes
such acquisitions accretive and economically viable.
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 December 31, 2019, our annual estimated maintenance and replacement capital
expenditures are $62.9 million, which is comprised of $16.4 million for drydock maintenance and $46.5 million, including
financing costs, for replacing our existing vessels at the end of their useful lives and estimated capital expenditure relating to
our share of our equity accounted affiliate.
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, time charter daily rates 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.
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Cash Flows
The following table summarizes our net cash flows from operating, investing and financing activities for the periods
presented:
(in thousands)
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net (decrease)/increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
Net Cash Provided by Operating Activities
Year Ended December 31,
2019
2018
2017
$
152,707
$
137,166
$
270,430
(6,312)
(189,288)
(39,170)
269,092
229,922
(19,632)
(272,211)
(160,795)
429,887
269,092
(70,426)
(8,729)
201,762
228,125
429,887
Net cash provided by operating activities increased by $15.5 million to $152.7 million for the year ended
December 31, 2019, compared to $137.2 million in 2018. This was primarily due to:
•
•
a decrease in drydocking expenditure of $15.1 million due to lower cost from scheduled drydocking of the
Golar Eskimo and Golar Igloo in the year ended December 31, 2019 compared to the drydocking expenditure
of the Golar Freeze and Methane Princess in 2018; and
a $1.1 million increase in dividends received from Hilli LLC in the year ended December 31, 2019 compared to
2018, in respect of our Hilli Common Units.
This was partially offset by a general increase in working capital for the year ended December 31, 2019,
compared to 2018.
Net cash provided by operating activities decreased by $133.3 million to $137.2 million for the year ended
December 31, 2018, compared to $270.4 million in 2017. This was primarily due to:
•
•
•
a significant decrease in revenue from charterers following the expiration of a number of long-term charters and
lower charter hire rates in 2018;
an increase in drydocking expenditure of $4.9 million due to higher cost for the scheduled drydocking of the
Golar Freeze and Methane Princess in 2018, compared with the drydocking of the Golar Grand, Golar Mazo
and Golar Winter in 2017; and
a general increase in working capital for the year ended December 31, 2018, compared to 2017.
Net Cash Used in Investing Activities
Net cash used in investing activities of $6.3 million for the year ended December 31, 2019 was due to:
•
•
$10.3 million of cash consideration paid in respect of the remaining net purchase price less working capital
adjustments in connection with the Hilli Acquisition; and
$10.2 million of capital expenditures for the Golar Igloo and Golar Freeze.
This was partially offset by $14.2 million of dividends received from Hilli LLC in respect of our Hilli Common
Units.
•
•
Net cash used in investing activities of $19.6 million for the year ended December 31, 2018 was due to:
$10.7 million of payments for vessel modifications for the Golar Freeze and Golar Igloo, and BWTS installation for
the Methane Princess; and
$9.7 million of cash consideration paid in connection with the Hilli Acquisition, which closed in July 2018.
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Net cash used in investing activities of $70.4 million for the year ended December 31, 2017 was due to the payment
of a $70.0 million deposit in connection with the Hilli Acquisition in August 2017.
Net Cash Used in Financing Activities
Net cash used in financing activities is principally generated from funds from equity and debt offerings, and new
debt and lease financings, offset by cash distributions, unit repurchase payments, and debt and lease repayments.
Net cash used in financing activities during the year ended December 31, 2019 of $189.3 million was primarily due
to the following:
•
•
•
payment of $126.6 million in cash distributions;
$101.7 million of scheduled repayment of our debt, including the short term loan from Golar; and
$1.6 million payment in connection with our common unit repurchase program.
This was partially offset by a $25.0 million borrowing under our revolving credit facility and $15.0 million from Golar.
Net cash used in financing activities during the year ended December 31, 2018 of $272.2 million was primarily due
to the following:
•
•
•
•
repayment of debt and lease obligations of $157.2 million;
payment of cash distributions during the year of $165.3 million;
payment of $14.0 million in connection with our common unit repurchase program; and
payment of $1.7 million of financing costs related to the refinancing of the NR Satu Facility.
This was partially offset by total proceeds of $65.3 million from our common unit at-the-market offering program
(the “Common Unit ATM Program”) and debt financings, comprising mainly of (i) $50.0 million drawdown of our long-term
revolving credit facilities and (ii) net proceeds of $13.9 million raised from our Common Unit ATM Program.
Net cash used in financing activities during the year ended December 31, 2017 of $8.7 million was primarily due to
the following:
•
•
•
repayment of debt and lease obligations of $463.8 million. Of this amount, $234.2 million related to the
redemption of our High-Yield Bonds and termination of the related cross currency interest rate swap;
payment of cash distributions during the year of $168.1 million (of which $7.0 million was distributions to non-
controlling interests); and
financing and debt settlement costs of $5.4 million mainly in connection with issuance of the 2017 Norwegian
Bonds.
This was partially offset by the receipt of aggregate proceeds of $630.0 million from our equity offerings and debt
financings, comprising (i) net proceeds of $122.0 million from our public offering of common units in February 2017 and our
Common Unit ATM Program; (ii) net proceeds of $133.0 million raised from our public offering of Series A Preferred Units;
(iii) $250.0 million from the issuance of our 2017 Norwegian Bonds; and (iv) $125.0 million drawdown of our long-term
revolving credit facilities.
Borrowing Activities
As of December 31, 2019, we had total outstanding borrowings, gross of deferred financing costs, of $1,222.9
million. Please refer to “Item 5—Operating and Financial Review and Prospects—F. Tabular Disclosure of Contractual
Obligations”, note 21 “Debt” and note 22 “Obligation under Financial Lease” to our Consolidated Financial Statements
included herein for further detailed information on our borrowings and finance lease respectively as of December 31, 2019.
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Debt and Lease Restrictions
Loan Agreements
Our debt agreements 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, including restrictive covenants
that generally 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 sale transactions in respect of
the vessel securing such credit facility; enter into sale-leaseback transactions in respect of certain of our vessels; and enter
into transactions with our affiliates.
Our loan agreements generally prohibit 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. Please refer to note 21 “Debt” and note 25
“Related Party Transactions—Indemnifications and guarantees” to our Consolidated Financial Statements included herein for
further detailed information on the financial covenants and ratios imposed under the agreements governing our credit
facilities, leases and guarantees.
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.
As of December 31, 2019, we were in compliance with all covenants under our existing debt and lease agreements
and guarantees.
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,
2019, we had interest rate swaps with a notional outstanding value of $1,557.8 million representing approximately 88% of
total debt and finance lease obligations, including our proportionate share of the obligation under the Hilli Facility. Our swap
agreements have expiration dates between 2020 and 2026 and have fixed rates of between 1.12% and 2.90%.
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 are affected by foreign currency fluctuations primarily through our FSRU
projects, expenditures in respect of our vessels’ 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, the Euro, Norwegian Kroner, Singapore Dollars, Brazilian Reais, Indonesian Rupiah and, to a
lesser extent, Pound Sterling. See "Item 11—Quantitative and Qualitative Disclosures about Market Risk" and note 24
“Financial Instruments” to our Consolidated Financial Statements included herein.
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Capital Commitments
Possible Acquisitions of Other Vessels
We assess potential acquisition opportunities on a regular basis. Pursuant to our omnibus agreements with Golar and
Golar Power, we will have the opportunity to purchase additional FSRUs and LNG carriers in the future from Golar and
Golar Power when those vessels are fixed under charters of five or 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 and Ballast Water Treatment System
From now through to December 31, 2024, eight of the vessels in our current fleet will undergo their scheduled
drydockings. We estimate that we will spend in total approximately $65.1 million for drydocking of these vessels, which
includes $19.1 million in respect of the Golar Spirit and the Golar Mazo in order to put them back in service from lay-up,
with approximately $16.6 million in 2020, $10.0 million in 2021, $5.0 million in 2022, $23.5 million in 2023 and $10.0
million expected to be incurred in 2024. We are required to install BWTS on all our LNG carriers on their first drydocking
after 2017. The additional costs of complying with these rules, relating to all our vessels are estimated to be in the range of
$1.8 million and $2.1 million per vessel and will be phased in over time in connection with the renewal surveys that are
required. See "Item 4 — Information on the Partnership — B. Business Overview—Ballast Water Management Convention,
Clean Water Act and National Invasive Species Act".
We reserve a portion of cash generated from our operations to meet the costs of future drydockings and BWTS
installation. 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.
Critical Accounting Policies
The preparation of our Consolidated 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 “Significant Accounting Policies” to our Consolidated Financial
Statements for additional information.
Revenue Recognition
Our revenues include minimum lease payments under time charters, fees for repositioning vessels as well as the
reimbursement of certain vessel operating costs such as drydocking costs and taxes. 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 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.
Vessels and Impairment
Description: We review vessels and equipment for impairment whenever events or circumstances indicate the
carrying value of the vessel may not be fully recoverable. Management performs an annual impairment assessment and when
such events or circumstances are present, we assess recoverability by comparing the vessel's projected undiscounted net cash
flows to its carrying value. If the total projected undiscounted net cash flows is lower than the vessel’s carrying value, an
impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its
fair value. As of December 31, 2019, the carrying values of seven of our vessels were higher than their estimated market
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values (based on third party ship broker valuations). As a result, we concluded that an impairment trigger existed and so
performed a recoverability assessment for each of these vessels. However, no impairment loss was recognized for these
vessels, as the projected undiscounted net cash flows were significantly higher than each vessel's carrying value. Refer to note
13 “Vessels and Equipment, Net” and note 14 "Vessel Under Finance Lease" in our Consolidated Financial Statements.
Judgments and estimates: The cash flows on which our assessment of recoverability are based is highly dependent
upon our forecasts, which are highly subjective and, although we believe the underlying assumptions supporting this
assessment are reasonable and appropriate at the time they were made, it is therefore reasonably possible that a further
decline in the economic environment could adversely impact our business prospects in the next year. This could represent a
triggering event for a further impairment assessment.
Accordingly, the principal assumptions we have used in our recoverability assessment (i.e. projected undiscounted
net cash flows basis) included, among others, charter rates, ship operating expenses, drydocking requirements and residual
value. These assumptions are based on historical trends and adjusted for future expectations. Specifically, forecasted charter
rates are based on information regarding current spot market charter rates (based on a third party information), option renewal
rate with the existing counterparty or existing long-term charter rates, in addition to industry analyst and broker reports.
Estimated outflows for operating expenses and drydockings are based on historical costs.
Effect if actual results differ from assumptions: Although we believe the underlying assumptions supporting the
impairment assessment are reasonable, if charter rate trends and the length of the current market downturn vary significantly
from our forecasts, management may be required to perform step two of the impairment analysis that could expose us to
material impairment charges in the future. Our estimates of vessel market values may not be indicative of the current or
future market value of our vessels or prices that we could achieve if we were to sell them and a material loss might be
recognized upon the sale of our vessels.
Vessel market values
Description: Under "Vessels and impairment", we discuss our policy for assessing impairment of the carrying values
of our vessels. 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 market value of certain of
our vessels could decline below those vessels' carrying value, even though we would not recognize an impairment for those
vessels' due to our belief that projected undiscounted net cash flows expected to be earned by such vessels over their
operating lives would exceed such vessels' carrying amounts.
Judgments and estimates: Our estimates of market value 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. Our estimates
for our LNG carriers and FSRUs are based on approximate vessel market values that have been received from third party ship
brokers, which are commonly used and accepted by our lenders for determining compliance with the relevant covenants in
our credit facilities. Vessel values can be highly volatile, such that our estimates may not be indicative of the current or future
market value of our vessels or prices that we could achieve if we were to sell. In addition, the determination of estimated
market values may involve considerable judgment given the illiquidity of the secondhand market for these types of vessels.
Effect if actual results differ from assumptions: As of December 31, 2019, while we intend to hold and operate our
vessels, were we to hold them for sale, we have determined the fair market value of our vessels, with the exception of seven
vessels, were greater than their carrying value. With respect to these seven vessels, the carrying value of these vessels
exceeded their aggregate market value. However, as discussed above, for each of these vessels, the carrying value was less
than its projected undiscounted net cash flows, consequently, no impairment loss was recognized. See note 13 “Vessels and
equipment, net” to our Consolidated Financial Statements for additional information.
Acquisition of Hilli LLC Common Units
Description: On July 12, 2018, we completed the acquisition of 50% of the Hilli Common Units. As we are deemed
to have significant influence, we equity accounted for our investment. Hilli LLC is an entity where the economic results are
allocated based on a contractual agreement rather than relative ownership percentages. This is due to the different classes of
equity within Hilli LLC (Common Units, Series A Special Units and Series B Special Units).
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Judgments and estimates: As the Hilli LLC Agreement is a substantive contractual arrangement that specifies the
allocation of cash proceeds, management has performed the notional fair value exercise to allocate the cost of our investment
to the acquired assets and liabilities based on the Hilli LLC Agreement. This exercise determined that the fair value
adjustment primarily related to the vessel and the LTA. Our share of the fair value adjustment relating to the Hilli LLC
Common Units is required to be amortized through the statement of operations as part of the equity accounting. In addition
we have calculated our “Equity in net earnings of affiliates” based on the same assumptions.
Certain assumptions were made on the allocation of non-cash components, specifically, the unrealized mark-to-
market movement in the oil derivative asset associated to the fair value of the Brent Crude price is allocated to the Series A
Special unitholders only, as they are the only unitholders who benefit from the oil linked tolling fee billings. The accounting
of the cost of the Hilli follows the allocation of cash tolling fee revenues associated with the capacity of the Hilli to the Hilli
common unitholders and the Series B Special unitholders.
Effect if actual results differ from assumptions: If our allocation of the non-cash items were incorrect this could
result in a material adjustment to the amount allocated to the “Investment in affiliate” on the disposal date. In addition, on a
prospective basis, the allocation of “Net income” to the “Equity in net earnings of affiliate” could be materially different.
Recently Issued Accounting Standards
See note 3 “Recently Issued Accounting Standards” to our Consolidated Financial Statements.
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C. Research and Development
Not applicable.
D. Trend Information
Please see “Item 3.D—Risk Factors”, “Item 4—B. Business Overview” and “Item 5—Operating and Financial Review
and Prospects—Factors Affecting our Results of Operation and Future Results.”
After the balance sheet date, we have seen significant macroeconomic uncertainty as a result of the global COVID-19
outbreak. The scale and duration of this development remains uncertain and could materially impact our earnings and cash flow
for the 2020 fiscal year.
E. Off-Balance Sheet Arrangements
At December 31, 2019, 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, 2019:
Long-term debt (1)
Interest commitments on long-term debt - floating
and other interest rate swaps (2)
Finance lease obligations, net (2)(3)
Total
Total
Obligation
Due in
2020
Due in
2021 — 2022
Due in
2023—2024
Due
Thereafter
(in millions)
$
1,222.9
$
228.2
$
851.0
$
25.6
$
118.1
134.3
122.8
62.3
2.0
46.9
5.4
18.5
7.3
$
1,480.0
$
292.5
$
903.3
$
51.4
$
6.6
108.1
232.8
(1)
(2)
(3)
Amounts shown gross of deferred financing costs of $6.0 million.
Our interest commitment on our long-term debt is calculated based on assumed USD LIBOR rates of between 1.55% and 2.10% respectively, taking into
account our various margin rates and interest rate swaps associated with our debt. Our interest commitment on our finance lease obligations is calculated
on an assumed average Pound Sterling LIBOR of 5.2%.
In the event of any adverse tax rate changes or rulings our lease obligation with regard to the Methane Princess could increase significantly (please refer
to note 26 "Other Commitments and Contingencies" to our Consolidated Financial Statements included herein). However, Golar has agreed to indemnify
us against any such increase.
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 16, 2020. The business address for these
individuals is 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda.
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Name
Tor Olav Trøim
Paul Leand Jr.
Lori Wheeler Naess
Carl Steen
Alf Thorkildsen
Georgina Sousa
Jeremy Kramer
Age
57
53
49
69
63
69
58
Position
Chairman
Class III Director and Conflicts Committee Member
Director and Audit Committee Chairperson
Class II Director and Audit Committee Member
Class I Director, Conflicts and Audit Committee Member
Director and Company Secretary
Class III Director and Conflicts Committee Member
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 and the Chairman of the Board of Golar since September 2017. Mr. Trøim
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 Golar's listed subsidiary, Golar LNG Energy Limited. Mr. Trøim was Vice
President and a director of Seadrill Limited (“Seadrill”) 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. He currently holds controlling interests in Magni
Partners Bermuda and Magni Partners UK. He also serves as a director in Stolt Nielsen Limited, Borr Drilling and Valerenga
Football Club.
Paul Leand Jr. has served on our Board of Directors since March 2011 and is a member of our Conflicts
Committee. He has been a Director of NYSE-listed Ship Finance International Limited since 2003. Mr. Leand joined AMA
Capital Partners LLC (“AMA”), an investment bank specializing in the maritime industry, in 1998 from First National Bank of
Maryland. He was appointed CEO in 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 practice. 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 l, 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.
Lori Wheeler Naess was appointed as a Director and Audit Committee Chairperson in February 2016. Ms. Naess also
serves on the Board and Audit Committee of Golar, Opera Limited (a US-listed company) and Klaveness Combination Carriers
ASA (a publicly-listed shipping company in Norway). Prior to her appointment as Director, Ms. Naess was most recently a
Director at PwC in Oslo and was a Project Leader for the Capital Markets Group. Between 2010 and 2012 she was a Senior
Advisor for the Financial Supervisory Authority in Norway and prior to 2010 she was also with PwC in roles in the U.S.,
Norway and Germany. Ms. Naess is a U.S. Certified Public Accountant (inactive).
Carl Steen has served on our Board of Directors since his appointment in August 2012 and serves on our Audit
Committee. Mr. Steen has served on the Board of Directors of Golar since February 2015. Mr. Steen graduated in 1975 from
ETH Zurich Switzerland with a 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 holds directorship positions in various Norwegian and international companies including
Euronav NV, Wilh Wilhelmsen Holding ASA and Belships ASA.
Alf Thorkildsen was appointed to our Board of Directors in February 2015 and serves on our Conflicts Committee and
Audit Committee. Mr. Thorkildsen is currently a senior partner with Hitecvision, which he joined in 2013 from the position as
CEO of Seadrill. During his tenure, Seadrill grew to become the world’s largest driller by market capitalization 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.
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Georgina Sousa has served as a director, Company Secretary and Resident Representative since October 2019. She is
currently a director and Company Secretary of Golar, having served in those capacities since September 2019 and May 2019,
respectively. Ms. Sousa also currently serves as a director of 2020 Bulkers Ltd. and Borr Drilling Ltd. Ms. Sousa was
employed by Frontline Ltd. as Head of Corporate Administration from February 2007 until December 2018. She previously
served as a director of Frontline from April 2013 until December 2018, Ship Finance International Limited from May 2015
until September 2016, North Atlantic Drilling Ltd. from September 2013 until June 2018, Sevan Drilling Limited from August
2016 until June 2018, Northern Drilling Ltd. from March 2017 until December 2018 and FLEX LNG LTD. from June 2017
until December 2018. Ms. Sousa also served as a Director of Seadrill Limited from November 2015 until July 2018,
Knightsbridge Shipping Limited (the predecessor of Golden Ocean Group Limited) from 2005 until 2015 and Golar LNG
Limited from 2013 until 2015. Ms. Sousa has extensive experience in corporate secretarial practice having previously held
various company secretary positions, amongst other shipping companies, the above mentioned companies at various times.
Jeremy Kramer was appointed to our Board of Directors in September 2016 and serves on our Conflicts Committee.
He is also on the Board of Directors of DHT Holdings where he serves as Chairman of the Audit Committee. In addition, Mr
Kramer is on the Board of Directors of 2020 Bulkers Ltd. Mr. Kramer was a Senior Portfolio Manager in the Straus Group at
Neuberger Berman from 1998 to 2016, managing equity portfolios primarily for high net worth clients. Prior to that, he worked
at Alliance Capital from 1994 to 1998, first as a Securities Analyst and then as a Portfolio Manager focused on small and mid-
cap equity securities. Mr. Kramer also managed a closed-end fund, the Alliance Global Environment Fund. He worked at
Neuberger Berman from 1988 to 1994 as a Securities Analyst. Mr. Kramer earned an MBA from Harvard University Graduate
School of Business in 1988. He graduated with a BA from Connecticut College in 1983.
Executive Officers
We currently do not have any executive officers and rely on the executive officers and directors of Golar Management
and Golar Management Norway 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 16, 2020. The business address for our
executive officers is 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda.
Name
Graham Robjohns
Øistein Dahl
Age
55
59
Position
Chief Executive Officer
Chief Operating Officer
Graham Robjohns has acted as our Chief Executive Officer since October 2019. Mr Robjohns is also Chief Financial
Officer and Deputy Chief Executive Officer of Golar, a position he has held since March 2018. Previously, between July 2011
and March 2018, Mr. Robjohns served as our Principal Executive Officer and between April 2011 and July 2011 served as our
Chief Executive Officer and Chief Financial Officer. He has also held various senior positions in Golar Management since May
2001. From June 2012 to August 2015, Mr. Robjohns was also the Chief Executive Officer of Seadrill Partners LLC. He was
the Financial Controller of Osprey Maritime (Europe) Ltd from March 2000 to May 2001. He is a member of the Institute of
Chartered Accountants in England and Wales.
Øistein Dahl has served as our Chief Operating Officer since 2012. He served as Managing Director of Golar
Management Norway 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, tank, bulk, reefer general cargo 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 business 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-GL. Mr. Dahl
has a MSc degree from the NTNU technical university in Trondheim.
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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
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, 2019, we incurred $9.6 million of expenses in connection with the provision of these services to us.
Golar Management compensates Mr. Robjohns and Mr. Dahl 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.
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, 2019, we paid to our directors aggregate cash compensation of
approximately $0.6 million. We do not have a retirement plan for our directors or executive officers.
Golar LNG Partners LP Long Term Incentive Plan
The Golar LNG Partners LP Long Term Incentive Plan (the “GMLP LTIP”) was adopted by our board of directors,
effective as of May 30, 2016. An expense of $0.2 million has been recognized for the year ended December 31, 2019 relating to
the award of 99,000 options to purchase common units to directors and management under the GMLP LTIP. The options have
an exercise price of $20.55 per unit and will be reduced by the value of the distributions declared and paid. At December 2019,
all options were fully vested. The option period was five years. See note 27 "Unit-Based Compensation" to our Consolidated
Financial Statements included herein.
C. Board Practices
General
Our partnership agreement provides that our board will consist of seven members, three of whom are appointed by our
general partner in its sole discretion and four of whom are 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, Lori Naess, Tor Olav Trøim and Georgina Sousa.
Directors elected by our common unitholders are divided into three classes serving staggered three-year terms. At our
annual meeting on September 27, 2019, Alf Thorkildsen was re-elected as a Class I director of the Partnership whose term will
expire at the 2022 annual meeting. Carl Steen serves as a Class II elected director whose term will expire at the 2020 annual
meeting. Paul Leand and Jeremy Kramer serve as Class III directors of the Partnership with terms that expire at the 2021 annual
meeting.
At each annual meeting, directors are 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 Mr. Kramer, Mr. Leand, Ms. Naess, Mr. Steen and Mr. Thorkildsen satisfy the independence
standards established by The Nasdaq Stock Market LLC as applicable to us.
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There are no service contracts between us and any of our directors providing for benefits upon termination of their
employment or service.
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.
The Series A Preferred Units generally have no voting rights except (i) with respect to amendments to the partnership
agreement that would adversely affect the rights of the Series A Preferred Units, (ii) or in the event the Partnership proposes to
issue Parity Securities or Senior Securities. However, if and whenever distributions payable on the Series A Preferred Units are
in arrears for six or more quarterly periods, whether or not consecutive, holders of Series A Preferred Units (voting together as
a class with all other classes of parity securities upon which like voting rights have been conferred and are exercisable) will be
entitled to replace one of the members of our board of directors appointed by our general partner with a person nominated by
such holders (unless the holders of Series A Preferred Units, voting together as a class with all other classes of parity securities
upon which like voting rights have been conferred and are exercisable, have previously elected a member of our board of
directors, and such director continues then to serve on the board of directors).
Committees
We have an audit committee that, among other things, which is responsible for overseeing the quality and integrity of
our external financial reporting, appointment, compensation and oversight of our external auditors and oversees our
management assessment of internal controls and procedures, as more fully set forth in its written charter, which has been
adopted by the board. Our audit committee currently is comprised of three independent directors, Lori Naess, Carl Steen, and
Alf Thorkildsen. Lori Naess qualifies as an “audit committee financial expert” for purposes of SEC rules and regulations.
We also have a conflicts committee currently comprised of three members of our board of directors. The conflicts
committee is 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., Alf Thorkildsen and Jeremy Kramer. For exemptions from Nasdaq corporate governance rules see
"Item 16G. Corporate Governance.”
D. 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. Employees of Golar Management, including those employees acting as our executive officers and
employees of Golar Management Norway, GMM and GMC provide services to our subsidiaries pursuant to the fleet
management agreements and the Management and Administrative Services Agreement. As of December 31, 2019, Golar and
its subsidiaries employed approximately 494 seagoing employees and contractors who serve on our vessels. Certain subsidiaries
of Golar, including Golar Management, Golar Management Norway, GMM and GMC, 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. Our board of directors has the authority to hire other employees as it deems necessary.
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E. Unit Ownership
Security Ownership of Certain Beneficial Owners and Management
See “Item 7—Major Unitholders and Related Party Transactions—A. Major Unitholders”.
Item 7. Major Unitholders and Related Party Transactions
A. Major Unitholders
The following table sets forth the beneficial ownership of our common units as of April 16, 2020 by each person that
we know to beneficially own more than 5% of our outstanding common 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
FMR LLC (1)
Invesco Ltd.(2)
Huber Capital Management LLC (3)
All directors and executive officers as a group (9 persons)
______________
* Less than 1%
Common Units
Beneficially Owned
Number
Percent
21,333,586
6,976,826
6,371,953
3,619,619
*
30.8 %
10.1 %
9.2 %
5.2 %
*
(1) Based solely on information contained in a Schedule 13G/A filed on January 10, 2020 by FMR LLC.
(2) Based solely on information contained in a Schedule 13G filed on February 12, 2020 by Invesco Ltd.
(3) Based solely on information contained in a Schedule 13G filed on February 14, 2020 by Huber Capital Management LLC.
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 IPO, we established
a conflicts committee, comprised entirely of independent directors, which must approve all proposed material related party
transactions.
IPO 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.
Non-competition
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;
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(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;
(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;
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(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.
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.
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:
•
•
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.
Golar Power Omnibus Agreement
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In June 2016, in connection with the formation of Golar Power, we entered into the Golar Power Omnibus Agreement
with Golar and Golar Power. Pursuant to the Golar Power Omnibus Agreement, Golar Power agreed not to acquire, own,
operate or charter any FSRU or LNG carrier operating under a charter for five or more years, subject to certain exceptions. The
non-competition provisions applicable to Golar Power under the Golar Power Omnibus Agreement are similar to those
applicable to Golar pursuant to the Omnibus Agreement that we entered into in connection with our initial public offering. In
addition, under the Golar Power Omnibus Agreement, the Golar Power Entities granted to us a right of first offer on any
proposed sale, transfer or other disposition of any Five-Year Vessels owned or acquired by any Golar Power Entity.
Upon a change of control of us or our general partner, the Golar Power Omnibus Agreement shall terminate
immediately. In the event that one or more Golar LNG Entities (as defined in the Golar Power Omnibus Agreement) cease to
own, in the aggregate, at least 33 1/3% of the ownership interests in Golar Power, the Golar Power Omnibus Agreement shall
terminate as of the date such ownership interest falls below 33 1/3%.
Our Management Agreements
Management and Administrative Services Agreement
In connection with our IPO, we entered into a 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. 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. We have extended this agreement on similar terms for a
period of 5 years on April 1, 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. 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 and Administrative 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 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.
Corporate Services Agreement with Golar Management (Bermuda) Limited (“GMB”). GMB a wholly-owned
subsidiary of Golar which owns 100% of Golar Management acts as the registered office in Bermuda and provides corporate
secretarial, registrar and administration services to us with effect from January 1, 2017. The corporate services agreement may
be terminated prior to the end of its term by either party upon 30 days' notice.
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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 subsidiaries of Golar Management, 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 with Golar Management to manage the vessels in accordance with sound and commercial
technical vessel management practice, so far as practicable.
The aggregate management fees under these fleet management agreements for each of the years ended December 31,
2019, 2018, and 2017 was $4.5 million, $5.2 million, and $5.9 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. The vessel management agreement may be terminated prior to the end of
its term by us upon 30 days' notice.
Technical Management Sub-agreements with GMN, GMM and GMC, or collectively, the "sub-managers"
In order to assist with the technical management of each of the vessels in our current fleet, Golar Management has
entered into Management Agreements with GMN, GMM and GMC as sub-managers, for the operations of our fleet (the
Vessels Sub-Management Agreements). The Vessels Sub-Management Agreements provide that: (a) GMN 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; (b) GMM must provide suitably qualified crew
for each vessel; and (c) GMC 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.
Golar Management is responsible for payment of the annual management fees to the sub-managers in respect of the
vessels. We are not responsible for paying the management fees to the sub-managers. These fees are subject to upward
adjustments based on cost of living indexes in the domiciles of the sub-managers. The sub-managers are entitled to extra
remuneration for the performance of tasks outside the scope of the Vessels Sub-Management Agreements.
The Vessels Sub-Management Agreements will terminate upon failure by any 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 any party or if a receiver is appointed. In addition, Golar Management must indemnify
the sub-managers and their 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,
PTGI, 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 received a fee of $0.5 million, $0.9 million and $0.5
million for the years ended December 31, 2019, 2018, and 2017, respectively. 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. PT Pesona and certain of its subsidiaries also
charged vessel management fees to us for the provision of technical and commercial management of the NR Satu amounting to
$0.2 million for each of the years ended December 31, 2019, 2018, and 2017.
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Other Related Party Transactions
Vessel Acquisitions and Related Transactions
Tundra Acquisition
In May 2016, we completed the Tundra Acquisition and paid total cash purchase consideration of $107.2
million. In May 2017, we elected to exercise our right (the "Tundra Put Right") under the Tundra Letter Agreement to require
Golar to repurchase Tundra Corp at a price equal to the original purchase price. In connection with the exercise of the Tundra
Put Right, we and Golar entered into an agreement pursuant to which we agreed to sell Tundra Corp to Golar on the date of the
closing of the Tundra Put Sale on October 17, 2017 in return for Golar's promise to pay an amount equal to $107.2 million (the
“Deferred Purchase Price”) plus an additional amount equal to 5% per annum of the Deferred Purchase Price (the “Additional
Amount”). The Deferred Purchase Price and the Additional Amount were applied to the net purchase price of the Hilli
Acquisition on July 12, 2018.
In November 2015, prior to the Tundra Acquisition, Tundra Corp sold the Golar Tundra to Tundra SPV for $254.6
million and subsequently leased back the vessel under a bareboat charter. Following the Tundra Put Sale, Golar is the primary
guarantor of the obligations of Tundra Corp (now a wholly-owned subsidiary of Golar) under the Tundra Lease. We, however,
are a party to a guarantee pursuant to which we are the deficiency guarantor of Tundra Corp’s obligations under the Tundra
Lease. This means that in the event that Tundra Corp is in default of its obligations under the Tundra Lease and Golar, as the
primary guarantor, is unable to settle any liabilities due within five business days, Tundra SPV may recover such amounts from
us, as the deficiency guarantor. Monthly payments under the Tundra Lease are approximately $2.0 million. Under a separate
side agreement, Golar has agreed to indemnify us for any costs incurred in our capacity as the deficiency guarantor.
Hilli Acquisition
On August 15, 2017, we entered into the Hilli Purchase Agreement to acquire from Golar and affiliates of Keppel and
B&V 50% of the common units in Hilli LLC, which owns Hilli Corp, the disponent owner of the Hilli. Concurrently with the
execution of the Hilli Purchase Agreement, we paid a $70 million deposit to Golar, upon which we received interest at a rate of
5% per annum. We applied the deposit and interest accrued to the net purchase price on July 12, 2018, upon completion of the
Hilli Acquisition.
(i) Partnership guarantee
Hilli Corp is a party to a Memorandum of Agreement, dated September 9, 2015, with Fortune Lianjiang Shipping S.A.,
a subsidiary of China State Shipbuilding Corporation (“Fortune”), pursuant to which Hilli Corp has sold to and leased back
from Fortune the Hilli under a 10-year bareboat charter agreement (the “Hilli Facility”). The Hilli Facility provided for post-
construction financing for the Hilli in the amount of $960 million. Under the Hilli Facility, Hilli Corp will pay to Fortune forty
consecutive equal quarterly repayments of 1.375% of the construction cost, plus interest based on LIBOR plus a margin of
3.95%. In connection with the closing of the Hilli Acquisition, we agreed to provide a several guarantee (the “Partnership
Guarantee”) of 50% of the outstanding principal, interest, expenses and other amounts payable by Hilli Corp under the Hilli
Facility pursuant to a Deed of Amendment, Restatement and Accession relating to a guarantee between Golar, Fortune and us
dated July 12, 2018. We entered into a $480.0 million interest rate swap in relation to our proportionate share of the obligation
under the Hilli Facility.
(ii) Letter of credit
On November 28, 2018, we entered into an agreement to guarantee (the "LOC Guarantee") the letter of credit issued
by a financial institution in the event of Hilli Corp’s underperformance or non-performance under the LTA. Under the LOC
Guarantee, we are severally liable for any outstanding amounts that are payable, based on the percentage ownership that Golar
holds in us, multiplied by our percentage ownership in Hilli Common Units. Accordingly, the maximum amount we are liable
for under the LOC guarantee is approximately $20.0 million.
Pursuant to the Partnership Guarantee and the LOC Guarantee, we are required to comply with certain covenants and
ratios, refer to note 25 "Related Party Transaction - Indemnifications and guarantees - Hilli guarantees".
(iii) Operating expense reimbursement
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Pursuant to the Hilli Purchase Agreement, we agreed to reimburse Golar, Keppel and B&V for (a) 50% of the amount,
if any, by which Operating Expenses (as defined below) are less than $32.4 million per year and (b) 50% of the amount, if any,
by which withholding taxes on Operating Expense payments are less than $4.2 million per year, for a period of eight years
commencing on July 12, 2018, up to a maximum amount of $20 million in the aggregate. Golar, Keppel and B&V have agreed,
for a period of eight years commencing on July 12, 2018 of the Hilli Acquisition, to reimburse us for (a) 50% of the amount, if
any, by which Operating Expenses are greater than $39.5 million per year and (b) 50% of the amount, if any, by which
withholding taxes on Operating Expense payments are greater than $5.2 million per year, up to a maximum amount of $20
million in the aggregate. “Operating Expenses” means, all expenditures made by Hilli LLC and its subsidiaries, including vessel
operating expenses, taxes, maintenance expenses and employee compensation and benefits, and capital expenditures, but
exclude withholding taxes thereon. Included within the Hilli LLC declared distributions for the years ended December 31, 2019
is $2.2 million of reimbursements from Golar, Keppel and B&V for Operating Expenses.
Trading and Other Balances
Receivables and payables with Golar and its affiliates primarily comprise of unpaid fees and expenses for management
and administrative services and vessel management services performed by Golar and its affiliates, dividends due in respect of
the Hilli Common Units, and other related party arrangements. 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 subsidiaries are unsecured, interest-free and intended to be settled in the ordinary course
of business. In November 2019, we borrowed $15.0 million from Golar, with the loan bearing interest at a rate of LIBOR plus
5.0%. We repaid the loan in full, including interest of $0.1 million, on December 30, 2019. In February 2020, we borrowed
$25.0 million from Golar, with interest of LIBOR plus 5.0%. We repaid the loan in full, including interest.
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. As of December 31, 2019 and 2018 such net advances amounted to $2.3
million and $2.9 million, respectively.
Dividends to China Petroleum Corporation
During the years ended December 31, 2019, 2018 and 2017, 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 $nil, $nil, and $7.0 million,
respectively. The decrease in dividends distributed was mainly due to the reduction in net income from the Golar Mazo
following the expiration of her charter in December 2017.
Dividends to/(from) Golar
We have declared and paid quarterly distributions totaling $36.8 million, $42.8 million and $52.3 million to Golar for
each of the years ended December 31, 2019, 2018 and 2017, respectively in respect of the Common Units and General Partner
units owned by it.
During the years ended December 31, 2019 and 2018, Hilli LLC declared quarterly distributions totaling $17.5 million
and $5.6 million, in respect of the Hilli Common Units owned by us. As of December 31, 2019 and 2018, we have a dividend
receivable of $4.5 million and $3.6 million, respectively.
Please refer to note 25 “Related Party Transactions” to our Consolidated Financial Statements included herein for
additional information.
C. Interests of Experts and Counsel
Not applicable.
Item 8. Financial Information
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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.
Indonesia
In November and December 2015, the Indonesian tax authorities issued letters to PTGI to, among other things, revoke
a previously granted VAT importation waiver in the approximate amount of $24.0 million for the NR Satu. In February 2018,
PTGI filed a Judicial Review with the Supreme Court of Indonesia, but in December 2018, the Supreme Court of Indonesia
ruled against PTGI with regards the validity of wavier cancellation. However, we do not believe it probable that a liability
exists as a result of this ruling, as no Tax Underpayment Assessment Notice has been received within the statute of limitations
period. Should we receive such notice from the tax authorities, we intend to challenge the legality of the assessment. In any
event, we believe PTGI will be indemnified by PTNR for any VAT liability as well as related interest and penalties under our
time charter party agreement entered into with them.
In December 2019, the Indonesian tax authorities issued tax assessments for land & buildings tax to our subsidiary,
PTGI for the years 2015 to 2019 inclusive in relation to the NR Satu, for the amount of $3.5 million. We have subsequently paid
the tax assessed to the tax authorities during January 2020 to avoid further penalties. However, we intend to appeal against the
assessments for the land & buildings tax and we believe we have reasonable grounds for success, on the basis of no precedent
set from past case law and new legislation effective prospectively from January 1, 2020, that now specifically lists FSRUs as
being an object liable to land & buildings tax, when it previously did not.
United Kingdom
The UK tax authorities, Her Majesty's Revenue and Customs (the “HMRC”), has been challenging us regarding the
use of UK lease structure relating to the Methane Princess. We have reviewed the details of the case and the basis of the
judgment with our legal and tax advisers to ascertain what impact, if any, the judgment may have on us and the possible range
of exposure has been estimated at approximately $nil to $32.0 million (£24.0 million). Golar's discussions with HMRC on this
matter have concluded without agreement and, in January 2020, Golar received a closure notice to the inquiry, which states the
basis of HMRC’s position. In December 2019, in conjunction with the lessor, Golar obtained supplementary legal advice
confirming Golar's position, and consequently a notice of appeal against the closure notice was submitted to HMRC. We remain
confident of our position, however given the complexity of these discussions it is impossible to quantify the reasonably possible
loss, and we continue to estimate the possible range of exposures as set out above. However, under the indemnity provisions of
the Omnibus Agreement, 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 Methane Princess lease and in relation to
other vessels previously financed by UK tax leases.
For further details, please refer to note 26 “Other Commitments and Contingencies” to our Consolidated Financial
Statements included herein.
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 distribution of 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 distribution of 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).
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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. 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. Our partnership
agreement can be amended with the approval of a majority of the outstanding common units. As of April 16,
2020, Golar held 30.8% of our common units, 2% general partner interest in us and all of our incentive
distribution rights .
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.
PTGI is subject to restrictions on distributions under Indonesian laws due to its formation under the laws of
Indonesia. Under Article 71.3 of the Indonesian Company Law (Law No. 40 of 2007), dividend distributions may
be made only if PTGI has positive retained earnings. For the year ended December 31, 2019, PTGI paid $nil of
dividends to PT Pesona.
• 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—D. Risk Factors” for a discussion of these factors.
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 note 21 "Debt" and note 25 "Related Party Transactions - Indemnifications and guarantee" in our
Consolidated Financial Statements included herein for a discussion of the restrictions contained in our credit facilities, lease
arrangements and guarantees that may restrict our ability to make distributions.
For the year ended December 31, 2019, the aggregate amount of cash distributions paid was $114.6 million. In
February 2020, we paid a cash distribution of $0.4042 per common and general partner units in respect of the three months
ended December 31, 2019. The aggregate amount of the distribution was $28.6 million.
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Series A Preferred Units
Series A Preferred Units rank senior to our common units as to the payment of distribution. Distributions on Series A
preferred units are payable out of amounts legally available therefor at an initial rate equal to 8.75% per annum of the stated
liquidation preference. Distributions are payable quarterly in arrears on the 15th day of February, May, August and November of
each year, when, as and if declared by our board of directors.
During the year ended December 31, 2019, the aggregate amount of cash distributions paid was $12.0 million. In
February 2020, we paid a cash distribution $0.546875 per Series A Preferred Unit for the period from November 15, 2019
through February 14, 2020. The aggregate amount of the distribution was $3.0 million.
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. 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.
On October 19, 2016 (the “IDR Exchange Closing Date”), pursuant to the terms of an Exchange Agreement (the
“Exchange Agreement”), dated as of October 13, 2016, by and between the Partnership, Golar and our general partner, Golar
and our general partner exchanged all of their incentive distribution rights in the Partnership (“Old IDRs”) for (i) the issuance
by us on the IDR Exchange Closing Date of a new class of incentive distribution rights in the Partnership (“New IDRs”), (ii) an
aggregate of 2,994,364 additional common units and an aggregate of 61,109 additional general partner units and (iii) the
potential issuance in the future of an aggregate of up to 748,592 additional common units and up to 15,278 additional general
partner units (collectively, the “Earn-Out Units”).
As of November 14, 2017 we had paid a distribution of available cash from operating surplus equal to $0.5775 per
common unit in respect of each of the quarterly periods ended December 31, 2016, March 31, 2017, June 30, 2017 and
September 30, 2017. Accordingly, we issued 50% of the Earn-Out Units—374,295 common units and 7,639 general partner
units—to Golar and the general partner, respectively.
On October 24, 2018, we declared a reduced quarterly distribution of $0.4042 per common unit in respect of the
quarterly period ended September 30, 2018. Consequently, we did not meet the requirement to pay a distribution of available
cash from operating surplus on each of the outstanding common units equal to or greater than $0.5775 per common unit in
respect of each of the quarterly periods ended December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018. The
remaining 50% of the Earn-Out Units were not issued and will not be issued. See note 28 “Equity—Exchange of Incentive
Distribution Rights” to our Consolidated Financial Statements included herein.
The following table illustrates the percentage allocations of the additional available cash from operating surplus among
the common unitholders, our general partner and the holders of the incentive distribution rights up to the various target
distribution levels under the New IDRs. The amounts set forth under “Marginal Percentage Interest in Distributions” are the
percentage interests of the common 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
A. Markets
Total Quarterly
Distribution Target
Amount
$0.5775
Up to $0.6641
Above $0.6641 up to
$0.7219
Above $0.7219 up to
$0.8663
Above $0.8663
Marginal Percentage Interest in
Distributions
General
Partner
2%
Common
Unitholders
98%
IDR
Holders
0%
98%
85%
75%
50%
2%
2%
2%
2%
0%
13%
23%
48%
Our common units started trading on The Nasdaq Global Market under the symbol “GMLP” on April 8, 2011. Our
Series A Preferred Units started trading on The Nasdaq Global Market under the symbol “GMLPP” on October 26, 2017.
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 (i) our Registration Statement
on Form 8-A filed with the SEC on October 31, 2017 and (ii) our Registration Statement on Form 8-A/A filed with the SEC on
November 13, 2017 (in each case, as may be amended from time to time).
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:
1. 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—B. Related Party
Transactions” for a summary of certain contract terms.
2. 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—B.
Related Party Transactions” for a summary of certain contract terms.
3.
$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. See note 21 “Debt—NR Satu Facility” to our Consolidated Financial Statements for
a summary of certain terms.
4. Supplemental Agreement to $175 million Facility Agreement, dated March 29, 2018, by and PT Bank Sumitomo
Mitsui as the lender, Sumitomo Mitsui Banking Corporation Singapore Branch as the agent, PT Golar Indonesia as the
borrower and guaranteed by Golar LNG Partners LP. See note 21 “Debt—NR Satu Facility” to our Consolidated
Financial Statements for a summary of certain terms.
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5. Bond Agreement dated May 20, 2015 between Golar LNG Partners LP and Nordic Trustee ASA as bond trustee. See
note 21 “Debt—2015 Norwegian Bonds” to our Consolidated Financial Statements for a summary of certain terms.
6. Bareboat charter, Memorandum of Agreement and Common Terms Agreements, by and among Golar Eskimo Corp,
and a subsidiary of China Merchants Bank Limited (Eskimo SPV), dated November 4, 2015, providing for the sale and
leaseback of the Golar Eskimo. See note 5 “Variable Interest Entities—Eskimo Corp” to our Consolidated Financial
Statements for a summary of certain terms.
7. Bareboat charter, Memorandum of Agreement and Common Terms Agreements, by and among Golar LNG NB13
Corporation, and a subsidiary of China Merchants Bank Limited (Tundra SPV), dated November 19, 2015, providing
for the sale and leaseback of the Golar Tundra. See “Item 7—Major Unitholders and Related Party Transactions-B.
Related Party Transactions” for information about the Tundra Acquisition.
8. Supplemental Agreement by and among Golar LNG NB13 Corporation, Golar LNG Limited, Golar LNG Partners LP
and a subsidiary of China Merchants Bank Limited (Tundra SPV), dated April 28, 2016, as supplement to the Bareboat
charter, Memorandum of Agreement and Common Terms Agreements dated November 19, 2015. See “Item 7—Major
Unitholders and Related Party Transactions-B. Related Party Transactions” for information about the Tundra
Acquisition.
9. Facilities Agreement for an $800 million senior secured amortizing term loan and revolving credit facility, dated April
27, 2016, the First Supplemental Letter to Facilities Agreement, dated April 27, 2016, the Second Supplemental Letter
to Facilities Agreement, dated May 22, 2017, the Third Supplemental Letter to Facilities Agreement, dated June 29,
2017, Fourth Supplemental Letter to Facilities Agreement, dated January 16, 2018, Fifth Supplemental Letter to
Facilities Agreement, dated 5 November, 2018, and the Sixth Supplemental Letter to Facilities Agreement, dated 5
November, 2018, by and among Golar Partners Operating LLC, Citigroup Global Markets Limited, DNB (UK)
Limited, Nordea Bank Norge ASA, as agent and security agent and the other parties thereto. See note 21 “Debt—$800
million credit facility” to our Consolidated Financial Statements for a summary of certain terms.
10. Omnibus Agreement dated June 19, 2016, by and among Golar LNG Ltd., Golar Power Limited, Golar LNG Partners
LP, Golar GP LLC and Golar Partners Operating LLC. See “Item 7—Major Unitholders and Related Party
Transactions—B. Related Party Transactions” for a summary of certain contract terms.
11. Management and Administrative Services Agreement between Golar LNG Partners LP and Golar Management
Limited, dated April 1, 2016, as amended. See “Item 7—Major Unitholders and Related Party Transactions—B.
Related Party Transactions” for a summary of certain contract terms.
12. Bond Agreement dated February 10, 2017 between Golar LNG Partners LP and Nordic Trustee ASA as bond trustee.
See See note 21 “Debt—2017 Norwegian Bonds” to our Consolidated Financial Statements for a summary of certain
terms.
13. Purchase and Sale Agreement by and among Golar LNG Limited, KS Investments Pte. Ltd., Black & Veatch
International Company and Golar Partners Operating LLC, dated August 15, 2017, as amended relating to acquisition
of interest
in Hilli LLC. See “Item 7—Major Unitholders and Related Party Transactions—B. Related Party
Transactions” for a summary of certain contract terms.
14. Deed of Guarantee by Golar LNG Partners LP in favor of Sea 24 Leasing Co. Limited in respect of the obligations of
Golar LNG NB13 Corporation, dated as of November 19, 2015. See “Item 7-Major Unitholders and Related Party
Transactions-B. Related Party Transactions.”.
15. Indemnity Letter, dated as of October 17, 2017, by and between Golar LNG Partners LP and Golar LNG Limited,
pursuant to which Golar LNG Limited agreed to indemnify Golar LNG Partners LP for any liabilities that may arise in
connection with its deficiency guarantee of the obligations of Golar Tundra Corp to Golar LNG NB13 Corporation
under the sale leaseback arrangement relating to the Golar Tundra. See note 25 “Related Party Transactions” to our
Consolidated Financial Statements for a summary of certain terms.
16. Liquefaction Tolling Agreement, dated November 29, 2017, between Societe Nationale de Hydrocarbures, Perenco
Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU. See note 10 “Investment in Affiliate” to our
Consolidated Financial Statements for a summary of certain terms.
17. Amended and Restated Limited Liability Company Agreement of Golar Hilli LLC, Golar LNG Limited, by and among
Golar LNG Limited, KS Investments Pte. Ltd., Black & Veatch International Company and Golar Partners Operating
LLC, dated as of July 12, 2018. See note 10 “Investment in Affiliate” to our Consolidated Financial Statements for a
summary of certain terms.
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18. Bareboat charter by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated September 9, 2015,
providing for the sale and leaseback of the Hilli. See “Item 7-Major Unitholders and Related Party Transactions-B.
Related Party Transactions.” for a summary of certain contract terms.
19. Additional Clauses to the Bareboat Charter Party dated September 9, 2015 between Golar Hilli Corp. and Fortune
Lianjiang Shipping S.A., as additional clauses to Bareboat charter by and between Golar Hilli Corp. and Fortune
Lianjiang Shipping S.A., dated September 9, 2015. See “Item 7-Major Unitholders and Related Party Transactions-B.
Related Party Transactions.” for a summary of certain contract terms.
20. Memorandum of Agreement by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated September
9, 2015 providing for, among other things, the sale and leaseback of the Hilli. See “Item 7-Major Unitholders and
Related Party Transactions-B. Related Party Transactions.” for a summary of certain contract terms.
21. Common Terms Agreements, by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated September
9, 2015. See “Item 7-Major Unitholders and Related Party Transactions-B. Related Party Transactions.” for a
summary of certain contract terms.
22. Deed of Amendment, restatement and accession relating to a guarantee between Golar LNG Limited, Golar LNG
Partners LP and Fortune Lianjiang Shipping S.A., dated as of July 12, 2018, as an amendment to the guarantee under
the Common Terms Agreements, by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated
September 9, 2015. See “Item 7-Major Unitholders and Related Party Transactions-B. Related Party Transactions.” for
a summary of certain contract terms.
23. Guarantee Agreement by and between Golar LNG Partners LP and Standard Chartered Bank, dated as of November
28, 2018. See “Item 7-Major Unitholders and Related Party Transactions-B. Related Party Transactions.” for a
summary of certain contract terms.
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
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 or differing
interpretation, 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.
The following discussion applies only to beneficial owners of common units or Series A Preferred Units that own the
units as “capital assets” within the meaning of Section 1221 of the Code (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 hold the units as part of a 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 or arrangement classified as a partnership for U.S. federal income tax purposes holds our common
units or Series A Preferred 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 or Series A Preferred
Units should consult a tax advisor regarding the tax consequences to them of the partnership’s ownership of such units.
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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 or Series A Preferred 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 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 or Series A Preferred 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 or Series A Preferred 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 supervision 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 or our Series A Preferred Units generally will constitute dividends to the extent of our current and
accumulated earnings and profits, as determined under U.S. federal income tax principles, allocated to our common units or our
Series A Preferred Units, as applicable. Distributions in excess of our earnings and profits allocated to our Series A Preferred
Units or common units, as applicable, will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax
basis in its Series A Preferred Units or common units and, thereafter, as capital gain. U.S. Holders that are corporations
generally will not be entitled to claim a 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 or Series A Preferred Units generally will
be treated as “passive category income” for purposes of computing allowable foreign tax credits for U.S. federal income tax
purposes.
Dividends received with respect to our common units or Series A Preferred 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
currently taxable to such U.S. Individual Holder at preferential capital gain tax rates provided that: (i) our common units or
Series A Preferred Units, as applicable, are readily tradable on an established securities market in the United States (such as The
Nasdaq Global Market on which our common units and Series A Preferred 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; (iii) the U.S. Individual Holder has
owned the common units or Series A Preferred Units for more than 60 days during the 121-day period beginning 60 days before
the date on which such common units or Series A Preferred Units, as applicable become ex-dividend (and has not entered into
certain risk limiting transactions with respect to such 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 or Series A Preferred 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 or Series A Preferred 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 or Series A Preferred 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, and a dividend with respect to a Series A Preferred Unit that is equal to or in excess of 5.0% of the unitholder’s
adjusted tax basis (or fair market value upon the unitholder’s election) in such preferred unit. In addition, extraordinary
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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 or Series A Preferred
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 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 units.
Sale, Exchange or Other Disposition
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 common units or Series A Preferred 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 common units or Series A Preferred 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 such 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.
Income earned, or treated as earned (for U.S. federal income tax purposes), 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.
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 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 non-acquiescence 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.
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 year based on our current assets and operations. However no assurance can be given that the IRS or court of law will
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accept our position or that we would not constitute a PFIC for any future taxable year if there were to be changes in our assets,
income or operations.
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
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 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 or
Series A Preferred Units will be increased to reflect such 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 the
common units or Series A Preferred 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 or Series A Preferred 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.
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 common units or Series A Preferred
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 or Series A Preferred Units, as applicable, 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 or Series A Preferred Units at the end of the taxable year over the
holder’s adjusted tax basis in such 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 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 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 or Series A Preferred Units would be treated as ordinary income, and any loss
recognized on the sale, exchange or other disposition of the common units or Series A Preferred Units, as applicable 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 or Series A Preferred 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
units), and (2) any gain realized on the sale, exchange or other disposition of such 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 or Series A Preferred 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.
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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 or
Series A Preferred 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 or Series A Preferred 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 or Series A Preferred 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.
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 (provided, in the case of a Non-U.S. Holder entitled to
the benefits of an income tax treaty with the United States, such distributions also are attributable to a U.S. permanent
establishment). The after-tax amount of any 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 U.S. trade or business generally will be exempt from U.S. federal income tax if
such Non-U.S. Holder is entitled to the benefits of an income tax treaty with the United States and the distribution is not
attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder.
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 or Series A Preferred 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 same
manner as a U.S. Holder 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 or
Series A Preferred 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 our common
units or Series A Preferred 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, W-8EXP 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.
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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 our 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-UK 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 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.
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-UK Holders
Under the United Kingdom Tax Acts, non-UK 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 units,
provided that:
•
•
•
we are not treated as carrying on a trade, profession or vocation in the United Kingdom;
such holders do not have a branch or agency or permanent establishment in the United Kingdom to which such units
pertain; and
such holders do not use or hold and are not deemed or considered to use or hold their units in the course of carrying on
a trade, profession or vocation 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-UK 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 our 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.
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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 11, 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.
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 “Basis of Preparation
and Summary of Significant Accounting Policies” to our Consolidated Financial Statements. Further information on our
exposure to market risk is included in note 24 “Financial Instruments” to our Consolidated Financial Statements.
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.
Assuming a 1% increase in the interest rate (including the effect of interest rates under the related interest rate swap
agreements) as applied against our floating rate debt balance and our proportionate share of obligation under the Partnership
Guarantee as of December 31, 2019, this would increase our interest expense by $2.8 million per annum. We have calculated
our floating rate debt as the principal outstanding on our long-term bank debt and net finance lease obligations (net of related
restricted cash balances). For disclosure of the fair value of the derivatives and debt obligations outstanding as of December 31,
2019, please read note 24 “Financial Instruments” to the Consolidated Financial Statements.
Foreign currency risk. A substantial amount of our transactions, assets and liabilities are denominated in currencies
other than U.S. Dollars, such as Pound Sterling, 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 Reais in respect of our
Brazilian subsidiary which receives income and pays expenses in Brazilian Reais. Based on our Pound Sterling expenses for the
year ended December 31, 2019, a 10% depreciation of the U.S. Dollar against Pound Sterling would have increased our
expenses by $0.1 million. Based on our Brazilian Reais expenses for the year ended December 31, 2019, a 10% depreciation of
the U.S. Dollar against the Brazilian Reais would have increased our net revenue and expenses by $0.3 million.
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The base currency of the majority of our seafaring officers’ remuneration was the Euro, Indonesian Rupiah or
Brazilian Reais. Based on the crew costs for the year ended December 31, 2019, a 10% depreciation of the U.S. Dollar against
the Euro, Indonesian Rupiah and the Brazilian Reais would increase our crew cost by $3.0 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 Pound Sterling, although it is economically hedged by the Pound Sterling 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 Pound Sterling cash deposit. Based on this lease obligation and the
related cash deposit as of December 31, 2019, a 10% appreciation in the U.S. Dollar against Pound Sterling would give rise to a
foreign exchange movement of $0.8 million.
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, 2019. Based upon that evaluation, our principal executive, 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, 2019, based on criteria
established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations 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, 2019, the Partnership’s internal control over financial reporting is effective.
The Partnership’s independent registered public accounting firm has issued an attestation report on the effectiveness of
the Partnership’s internal control over financial reporting.
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(c) Attestation Report of the Registered Public Accounting Firm
The effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2019 has been
audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears on
page F-2 of our Consolidated Financial Statements.
(d) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the period covered by this Annual Report
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
Our board of directors has determined that Lori Wheeler Naess 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 “Governance” tab in the “Investors” section of
our website (www.golarlngpartners.com). We intend to disclose, under this tab of our website, 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 2019 and 2018, the fees incurred by the Partnership for Ernst & Young LLP's services were as follows:
Audit Fees
Tax Fees
All Other Fees
Audit Fees
2019
2018
$
1,024,503
$
1,404,179
129,289
102,196
66,789
133,736
$
1,255,988
$
1,604,704
Audit fees for 2019 and 2018 include fees related to aggregate fees billed for professional services rendered by the
principal accountant, for the audit of the Partnership’s annual consolidated 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.
Tax Fees
Tax fees for 2019 and 2018 are the aggregate fees billed for professional services rendered by the principal accountant
for tax compliance, tax advice and tax planning.
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 2019.
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All Other Fees
All other fees are the aggregate fees billed for professional services rendered by the principal accountant for other
services that are not included in the scope of the current year audit or tax services as mentioned above. The majority of the
balance comprises of advisory services provided during the year.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In March 2018, our Board approved a common unit repurchase program of up to $25.0 million of our outstanding
common units in the open market over a two-year period and subsequently increased the common unit repurchase program to
$50.0 million in December 2018. As of December 31, 2019, we had repurchased a total of 1,084,594 units under the common
unit repurchase program for an aggregate cost of $15.6 million.
In accordance with the provisions of the partnership agreement, all common units repurchased are deemed canceled
and not outstanding, with immediate effect.
Month of repurchase
March 2018
June 2018
December 2018
Total as of December 31, 2018
August 2019
Total as of December 31, 2019
Total number of
common units
purchased
Average price
paid per common
unit
439,672
96,100
395,094
930,866
153,728
1,084,594
$
$
$
$
Total number of
common units
purchased as
part of publicly
announced plans
or program
Maximum value
of common units
that may be
purchased under
the plans or
program
439,672
$ 42,008,085
535,772
$ 40,536,547
930,866
$ 36,037,726
930,866
$ 36,037,726
18.18
15.31
11.39
10.19
1,084,594
$ 34,471,238
1,084,594
$ 34,471,238
Item 16F. Change in Registrants’ Certifying Accountant
Not applicable.
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-55.
Item 19. Exhibits
The following exhibits are filed as part of this Annual Report:
Exhibit
Number
1.1**
1.2**
2.1**
2.2*
4.1**
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))
Third Amended and Restated Agreement of Limited Partnership of Golar LNG Partners LP (incorporated by
reference to Exhibit 4.1 to the Registrant’s Form 6K filed on October 31, 2017)
Long Term Incentive Plan, adopted May 30, 2016, providing to Employees, Consultants and Directors who
perform services for the Partnership and its subsidiaries incentive compensation awards based on Units
(incorporated by reference to Exhibit 4.5 to the registrant's Form S-8 filed on July 12, 2016)
Description of Securities Registered Under Section 12 of the Exchange Act
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 Exhibit 4.2 of the Partnership’s Annual
Report on Form 20-F for fiscal year ended December 31, 2011)
4.1(a)**
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 Exhibit 4.2(A)
of the Partnership’s Annual Report on Form 20-F for fiscal year ended December 31, 2011)
4.2**
4.3**
4.4**
4.5**
4.6**
4.7**
4.8**
4.9**
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))
$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)
Bond Agreement dated May 20, 2015 between Golar LNG Partners LP and Nordic Trustee ASA as bond
trustee (incorporated by reference to Exhibit 99.1 to the registrant’s Report of Foreign Issuer on Form 6-K
filed on May 26, 2015)
Purchase and Sale Agreement made by and between Golar LNG Limited and Golar Partners Operating LLC,
dated February 10, 2016 with respect to the acquisition of the Golar Tundra (incorporated by reference to
Exhibit 10.1 to the registrant’s Report of Foreign Issuer on Form 6-K filed on February 2, 2016)
Facilities Agreement for an $800 million senior secured amortizing term loan and revolving credit facility,
dated April 27, 2016, by and among Golar Partners Operating LLC, Citigroup Global Markets Limited, DNB
(UK) Limited, Nordea Bank Norge ASA, as agent and security agent and the other parties thereto
(incorporated by reference to Exhibit 4.38 to the registrant’s Annual Report on Form 20-F filed on May 2,
2016)
Bareboat charter by and between Golar Eskimo Corp and Sea 23 Leasing Co. Limited, dated November 4,
2015 (incorporated by reference to Exhibit 4.39 to the registrant’s Annual Report on Form 20-F filed on May
2, 2016)
Memorandum of Agreement by and between Golar Eskimo Corp and Sea 23 Leasing Co. Limited, dated
November 4, 2015 (incorporated by reference to Exhibit 4.40 to the registrant’s Annual Report on Form 20-F
filed on May 2, 2016)
Common Terms Agreements, by and between Golar Eskimo Corp and Sea 23 Leasing Co. Limited, dated
November 4, 2015, providing for the sale and leaseback of the Golar Eskimo (incorporated by reference to
Exhibit 4.41 to the registrant’s Annual Report on Form 20-F filed on May 2, 2016)
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4.10**
4.11**
4.12**
4.13**
4.14**
4.15**
4.16**
4.17**
4.18**
4.19**
4.20**
4.21**
4.22**
4.23**
4.24**
4.25**
Bareboat charter by and between Golar LNG NB 13 Corporation and Sea 24 Leasing Co. Limited, dated
November 19, 2015 (incorporated by reference to Exhibit 4.3 to the registrant’s Report of Foreign Issuer on
Form 6-K filed on October 3, 2016)
Memorandum of Agreement by and between Golar LNG NB 13 Corporation and Sea 24 Leasing Co.
Limited, dated November 19, 2015 (incorporated by reference to Exhibit 4.5 to the registrant’s Report of
Foreign Issuer on Form 6-K filed on October 3, 2016)
Common Terms Agreements, by and between Golar LNG NB 13 Corporation and Sea 24 Leasing Co.
Limited, dated November 19, 2015, providing for the sale and leaseback of the Golar Tundra (incorporated
by reference to Exhibit 4.4 to the registrant’s Report of Foreign Issuer on Form 6-K filed on October 3,
2016)
Omnibus Agreement dated June 19, 2016, by and among Golar LNG Ltd., Golar Power Limited, Golar LNG
Partners LP, Golar GP LLC and Golar Partners Operating LLC (incorporated by reference to Exhibit 4.10 to
the registrant’s Report of Foreign Issuer on Form 6-K filed on October 3, 2016)
Supplemental Agreement dated April 28, 2016, by and among Golar LNG NB13 Corporation, Golar LNG
Limited, Golar LNG Partners LP and a subsidiary of China Merchants Bank Limited (Tundra SPV) to the
Bareboat charter, Memorandum of Agreement and Common Terms Agreements dated November 19, 2015
(incorporated by reference to Exhibit 10.1 to the registrant’s Report of Foreign Issuer on Form 6-K filed on
February 7, 2017)
Management and Administrative Services Agreement between Golar LNG Partners LP and Golar
Management Limited, dated April 1, 2016 (incorporated by reference to Exhibit 4.39 to the registrant’s
Annual Report on Form 20-F filed on May 1, 2017)
Bond Agreement dated February 10, 2017 between Golar LNG Partners LP and Nordic Trustee ASA as bond
trustee (incorporated by reference to Exhibit 4.40 to the registrant’s Annual Report on Form 20-F filed on
May 1, 2017)
First Supplemental Letter, dated April 27, 2016 to Facilities Agreement for an $800 million senior secured
amortizing term loan and revolving credit facility by and among Golar Partners Operating LLC, Citigroup
Global Markets Limited, DNB (UK) Limited, Nordea Bank Norge ASA, as agent and security agent and the
other parties thereto (incorporated by reference to Exhibit 4.1 to the registrant’s Report of Foreign Issuer on
Form 6-K filed on September 13, 2017)
Second Supplemental Letter, dated May 22, 2017 to Facilities Agreement for an $800 million senior secured
amortizing term loan and revolving credit facility by and among Golar Partners Operating LLC, Citigroup
Global Markets Limited, DNB (UK) Limited, Nordea Bank Norge ASA, as agent and security agent and the
other parties thereto (incorporated by reference to Exhibit 4.2 to the registrant’s Report of Foreign Issuer on
Form 6-K filed on September 13, 2017)
Third Supplemental Letter, dated June 29, 2017, to Facilities Agreement for an $800 million senior secured
amortizing term loan and revolving credit facility by and among Golar Partners Operating LLC, Citigroup
Global Markets Limited, DNB (UK) Limited, Nordea Bank Norge ASA, as agent and security agent and the
other parties thereto (incorporated by reference to Exhibit 4.3 to the registrant’s Report of Foreign Issuer on
Form 6-K filed on September 13, 2017)
Purchase and Sale Agreement by and among Golar LNG Limited, KS Investments Pte. Ltd., Black & Veatch
International Company and Golar Partners Operating LLC, dated August 15, 2017 (incorporated by reference
to Exhibit 4.4 to the registrant’s Report of Foreign Issuer on Form 6-K filed on September 13, 2017)
Corporate Services Agreement by and between Golar LNG Partners and Golar Management (Bermuda)
Limited, dated as of June 26, 2017 (incorporated by reference to Exhibit 4.27 to the registrant’s Annual
Report on Form 20-F filed on April 16, 2018)
Deed of Guarantee by Golar LNG Partners LP in favor of Sea 24 Leasing Co. Limited in respect of the
obligations of Golar LNG NB13 Corporation, dated as of November 19, 2015 (incorporated by reference to
Exhibit 4.28 to the registrant’s Annual Report on Form 20-F filed on April 16, 2018)
Indemnity Letter, dated as of October 17, 2017, by and between Golar LNG Partners LP and Golar LNG
Limited (incorporated by reference to Exhibit 4.29 to the registrant’s Annual Report on Form 20-F filed on
April 16, 2018)
Fourth Supplemental Letter to Facilities Agreement for an $800 million senior secured amortizing term loan
and revolving credit facility, dated January 16, 2018, by and among Golar Partners Operating LLC,
Citigroup Global Markets Limited, DNB (UK) Limited, Nordea Bank Norge ASA, as agent and security
agent and the other parties thereto (incorporated by reference to Exhibit 4.30 to the registrant’s Annual
Report on Form 20-F filed on April 16, 2018)
Amendment No. 1 to Management and Administrative Services Agreement, dated as of March 19, 2018, by
and between Golar LNG Partners LP and Golar Management Limited (incorporated by reference to Exhibit
4.31 to the registrant’s Annual Report on Form 20-F filed on April 16, 2018)
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4.26**
4.27**
Amendment No. 1 to Purchase and Sale Agreement, dated as of March 23, 2018, by and between Golar LNG
Partners LP, Golar LNG Limited, KS Investments Pte. Ltd. And Black & Veatch International Company
(incorporated by reference to Exhibit 4.32 to the registrant’s Annual Report on Form 20-F filed on April 16,
2018)
Supplemental Agreement to $175 million Facility Agreement, dated March 29, 2018, by and PT Bank
Sumitomo Mitsui as the lender, Sumitomo Mitsui Banking Corporation Singapore Branch as the agent, PT
Golar Indonesia as the borrower and guaranteed by Golar LNG Partners LP (incorporated by reference to
Exhibit 4.33 to the registrant’s Annual Report on Form 20-F filed on April 16, 2018)
4.28**/+
Liquefaction Tolling Agreement, dated November 29, 2017, between Societe Nationale de Hydrocarbures,
Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU (incorporated by reference to
Exhibit 4.33 to the registrant’s Annual Report on Form 20-F filed on March 29, 2019)
4.29**
4.30**
4.31**
4.32**
4.33**
4.34**
4.35**
8.1*
12.1*
13.1*
15.1*
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Amended and Restated Limited Liability Company Agreement of Golar Hilli LLC, Golar LNG Limited, by
and among Golar LNG Limited, KS Investments Pte. Ltd., Black & Veatch International Company and
Golar Partners Operating LLC, dated as of July 12, 2018. (incorporated by reference to Exhibit 4.34 to the
registrant’s Annual Report on Form 20-F filed on March 29, 2019)
Bareboat charter by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A, dated September 9,
2015 (incorporated by reference to Exhibit 4.35 to the registrant’s Annual Report on Form 20-F filed on
March 29, 2019)
Additional Clauses to the Bareboat Charter Party dated September 9, 2015 between Golar Hilli Corp. and
Fortune Lianjiang Shipping S.A. (incorporated by reference to Exhibit 4.36 to the registrant’s Annual Report
on Form 20-F filed on March 29, 2019)
Memorandum of Agreement by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated
September 9, 2015 (incorporated by reference to Exhibit 4.37 to the registrant’s Annual Report on Form 20-F
filed on March 29, 2019)
Common Terms Agreements, by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated
September 9, 2015 (incorporated by reference to Exhibit 4.38 to the registrant’s Annual Report on Form 20-F
filed on March 29, 2019)
Deed of Amendment, restatement and accession relating to a guarantee between Golar LNG Limited, Golar
LNG Partners LP and Fortune Lianjiang Shipping S.A., dated as of July 12, 2018 (incorporated by reference
to Exhibit 4.39 to the registrant’s Annual Report on Form 20-F filed on March 29, 2019)
Guarantee Agreement by and between Golar LNG Partners LP and Standard Chartered Bank, dated as of
November 28, 2018 (incorporated by reference to Exhibit 4.40 to the registrant’s Annual Report on Form 20-
F filed on March 29, 2019)
Subsidiaries of Golar LNG Partners LP
Rule 13a-14(a)/15d-14(a) Certification of Golar LNG Partners LP Principal Executive Officer and Principal
Financial and Accounting Officer
Certification under Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and
Principal Financial and Accounting Officer
Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP.
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document
XBRL Taxonomy Extension Schema
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_________________________
* Filed herewith.
** Incorporated by reference.
+ Certain portions have been omitted pursuant to a pending confidential treatment request. Omitted information has been
separately filed with the Securities and Exchange Commission.
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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 and Accounting Officer
Date: April 30, 2020
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INDEX TO FINANCIAL STATEMENTS
GOLAR LNG PARTNERS LP
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and
2017
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Changes in Partners’ Capital for the years ended December 31, 2019,
2018, 2017
Notes to the Audited Consolidated Financial Statements
Page
F-2
F-6
F-7
F-8
F-9
F-11
F-12
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Unitholders and the Board of Directors of Golar LNG Partners LP
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Golar LNG Partners LP (the “Partnership”) as of December
31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows
for each of the three years in the period ended December 31, 2019 and the related notes (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Partnership at December 31, 2019 and 2018, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2019, 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)
(PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2019, 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 30, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on
the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on
the critical audit matters or on the accounts or disclosures to which they relate.
F-2
Table of Contents
Description of the
matter
Vessel impairment
The Partnership’s vessel and equipment and vessel under finance lease balances were $1,370 million and
$108 million, respectively, as of December 31, 2019. As explained in note 2 to the consolidated
financial statements, management performs an annual impairment test at the year-end and whenever
events or changes in circumstances indicate that the carrying value of a vessel might exceed its fair value
in accordance with the guidance in ASC 360 – Property, Plant and Equipment. If indicators of
impairment are identified, management analyses the future cash flows expected to be generated
throughout the remaining useful life of those vessels. These undiscounted cash flows are estimated using
forecasted charter rates and other assumptions. In relation to forecasted charter rates, the Partnership
applies the currently contracted charter rate for the period in the cash flow where the vessel is on charter.
For vessels with no contracted charters or when the vessels’ cash flow period falls beyond the contracted
charter the forecasted charter rates are based on industry analysis and broker reports (‘charter rates post-
contract expiry’).
Auditing the Partnership’s impairment assessment was complex due to the significant estimation
uncertainty, subjectivity and judgement in forecasting the undiscounted cash flows of the vessels.
Significant assumptions and judgements used in management’s analysis included the estimation of
charter rates post-contract expiry. These significant assumptions are forward looking and subject to
future economic and market conditions.
How we addressed
the matter in our
audit
We obtained an understanding of the Partnership’s impairment process, evaluated the design, and tested
the operating effectiveness of the controls over the Partnership’s determination of key inputs to the
impairment assessment, including charter rates post-contract expiry.
We analyzed management’s impairment assessment by comparing the methodology used to assess
impairment of each vessel against the accounting guidance in ASC 360. We tested the reasonableness of
the charter rates post-contract expiry by comparing them to forecasted market rates and historical
information. We evaluated whether the gradual step up and step down of charter rates estimated by
management mirrors the LNG and FSRU curves published in the market. We also reviewed market
reports and analyzed how the economic factors such as future demand and supply for LNG carriers and
FSRUs have been incorporated in the charter rates post-contract expiry. Further, we calculated the
average rate used across the remaining useful life of the vessels and compared it to the historical average
across a similar period. We identified vessels which are not employed under active charters or are
nearing the end of the charter and considered them to be highly sensitive to the charter rate. In relation to
these vessels, we independently calculated the charter rate at which the undiscounted cash flows
equalled the carrying value of the vessel and compared the rate against forecasted market rates. We also
compared the assumptions and estimates made by management in their impairment assessment for the
prior year against the actual results in 2019 to assess the precision of management’s forecasting process.
UK Tax lease
At December 31, 2019, as described in note 26 to the consolidated financial statements, the Partnership
has disclosed a contingent tax liability in the range of $nil to $32 million in respect to historical lease
arrangements. Contingencies are evaluated based on the likelihood of the Partnership incurring a
liability and whether a loss or range of losses is reasonably estimable in accordance with the guidance on
ASC 450 - Contingencies. In relation to the UK tax lease, the likelihood and amount of a loss or range of
losses are estimated with reference to the claims submitted from the relevant tax authorities, the legal
basis for such claims and the status of discussions thereon with the authorities. Auditing the
Partnership’s contingent tax liability is complex and requires a high degree of judgement in assessing the
likelihood of a liability arising as a result of the UK tax lease matter and the amount of any potential
outflow. Further, auditing the contingent tax liability involved professionals with specialised skills to
evaluate the relevant tax regulations in order to assess the likelihood of a liability arising.
Description of the
matter
F-3
Table of Contents
How we addressed
the matter in our
audit
We obtained an understanding over the Partnership’s assessment of the likelihood of a contingent
liability arising in relation to these UK tax lease benefits, as well as the development of the estimate of a
liability. We evaluated the design and tested the operating effectiveness of controls over management’s
review of contingencies, including significant judgements made.
To understand developments in relation to the matter, we inquired and obtained confirmations from
internal and external
legal counsel of the Partnership and read minutes of board meetings and
management committee meetings.
We involved our tax professionals with specialized skills and knowledge in relation to UK tax lease
structures, who assisted us in evaluating management’s conclusion that these represent a contingent
liability. Our procedures also included inspecting correspondence with HMRC and external legal
counsel as well as re-performing the calculation performed by management to estimate the contingent
liability. We assessed the adequacy of the Partnership’s disclosures in relation to tax contingencies.
/s/ Ernst & Young LLP
We have served as the Partnership’s auditor since 2014.
London, United Kingdom
April 30, 2020
F-4
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Unitholders and the Board of Directors of Golar LNG Partners LP
Opinion on Internal Control over Financial Reporting
We have audited Golar LNG Partners LP’s internal control over financial reporting as of December 31, 2019, 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). In our opinion, Golar LNG Partners LP (the “Partnership”) maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the 2019 consolidated financial statements of the Partnership and our report dated April 30, 2020 expressed an
unqualified opinion thereon.
Basis for Opinion
The Partnership’s 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 are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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 partnership 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.
/s/ Ernst & Young LLP
London, United Kingdom
April 30, 2020
F-5
Table of Contents
GOLAR LNG PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND
2017
(in thousands of $, except per unit amounts)
Notes
2019
2018
2017
Operating revenues
Time charter revenues
Time charter revenues from related parties
Total operating revenues
Operating expenses
Vessel operating expenses
Voyage and commission expenses
Administrative expenses
Depreciation and amortization
Total operating expenses
Operating income
Other non-operating income
Financial income/(expense)
Interest income
Interest expense
(Losses)/gains on derivative instruments
Other financial items, net
Net financial expenses
Income before tax, equity in net earnings of affiliate and non-
controlling interests
Income taxes
Equity in net earnings of affiliate
Net income
Net income attributable to non-controlling interests
Net income attributable to Golar LNG Partners LP Owners
General partner's interest in net income
Preferred unitholders’ interest in net income
Common unitholders’ interest in net income
Earnings per unit - Common units:
Basic
Diluted
Cash distributions declared and paid per Common unit in the
year
25
6
6
6
6
15
15
7
7
8
10
29
29
29
299,652
—
299,652
(60,958)
(7,648)
(13,412)
(83,239)
346,650
—
346,650
(65,247)
(11,222)
(14,809)
(98,812)
(165,257)
(190,090)
134,395
4,795
13,278
(79,791)
(38,796)
675
156,560
449
8,950
(80,650)
8,106
(592)
(104,634)
(64,186)
34,556
(17,962)
4,540
21,134
(3,329)
17,805
115
12,042
5,648
92,823
(17,465)
1,190
76,548
(3,358)
73,190
1,223
12,042
59,925
415,679
17,423
433,102
(68,278)
(9,694)
(15,210)
(103,810)
(196,992)
236,110
922
7,804
(75,425)
7,796
(15,363)
(75,188)
161,844
(16,996)
—
144,848
(15,568)
129,280
2,544
2,080
124,656
0.08
0.08
0.86
0.86
1.82
1.80
1.62
1.96
2.31
The accompanying notes are an integral part of these financial statements.
F-6
Table of Contents
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31,
2019, 2018 AND 2017
GOLAR LNG PARTNERS LP
(in thousands of $)
Net income
Unrealized net gain/(loss) on qualifying cash flow hedging instruments:
Other comprehensive income before reclassification (1)
Amounts reclassified from accumulated other comprehensive (loss)/
income to the statement of operations (2)
Net other comprehensive (loss)/income
Comprehensive income
Comprehensive income attributable to:
Golar LNG Partners LP Owners
Non-controlling interests
__________________________________________
(1) There is no tax impact on any of the periods presented.
Notes
2019
21,134
2018
76,548
2017
144,848
—
—
—
—
(26)
(26)
94
4,985
5,079
21,134
76,522
149,927
17,805
3,329
21,134
73,164
3,358
76,522
134,359
15,568
149,927
(2) From January 1, 2017, we de-designated the cross currency interest rate swap associated with our 2012 High-Yield Bonds as a cash flow hedge.
Accordingly, the amount recorded in accumulated other comprehensive income of $5.0 million was reclassified to "Other financial items" in the
consolidated statement of operations in the year ended December 31, 2017.
The accompanying notes are an integral part of these financial statements.
F-7
Table of Contents
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2019 AND 2018
GOLAR LNG PARTNERS LP
(in thousands of $)
Notes
2019
2018
ASSETS
Current assets
Cash and cash equivalents
Restricted cash and short-term deposits
Trade accounts receivable
Amounts due from related parties
Current portion of investment in leased vessel, net
Inventories
Other current assets
Total current assets
Non-current assets
Restricted cash
Investment in affiliate
Vessels and equipment, net
Vessel under finance lease, net
Investment in leased vessel, net
Intangible assets, net
Other non-current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt
Current portion of obligation under finance lease
Trade accounts payable
Accrued expenses
Amounts due to related parties
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term debt
Obligation under finance lease
Other non-current liabilities
Total liabilities
Commitments and contingencies
Equity
Partners’ capital:
Common unitholders: 69,301,636 units issued and outstanding at December 31, 2019
(2018: 69,455,364)
Preferred unitholders: 5,520,000 preferred units issued and outstanding at December 31, 2019
(2018: 5,520,000)
General partner interest: 1,436,391 units issued and outstanding at December 31, 2019
(2018: 1,436,391)
Total partners’ capital before non-controlling interests
Non-controlling interests
Total equity
Total liabilities and equity
The accompanying notes are an integral part of these financial statements.
F-8
17
11
25
15
12
17
10
13
14
15
16
18
21
22
19
25
20
21
22
23
26
28
28
28
47,661
46,333
17,303
5,098
2,308
2,702
11,894
133,299
135,928
193,270
1,369,665
108,433
111,829
50,409
2,779
2,105,612
225,254
1,990
2,756
23,451
—
55,703
309,154
96,648
31,330
27,986
—
—
2,031
6,534
164,529
141,114
206,180
1,535,757
114,711
—
60,369
18,157
2,240,817
75,451
1,564
5,593
27,229
1,237
25,033
136,107
991,679
120,789
31,296
1,452,918
1,196,899
118,119
30,175
1,481,300
387,631
495,576
132,991
132,991
48,841
569,463
83,231
652,694
2,105,612
51,048
679,615
79,902
759,517
2,240,817
Table of Contents
Operating activities
Net income
GOLAR LNG PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017
(in thousands of $)
Notes
2019
2018
2017
21,134
76,548
144,848
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization expenses
Equity in net earnings of affiliate
Deferred tax expense
Amortization of deferred charges and debt guarantee, net
Foreign exchange losses/(gains)
Unit options expense
Drydocking expenditure
Dividends received from affiliates
Realized loss on bond repurchase
Interest element included in obligation under finance lease
Gain on recognition of net investment in leased vessel
Sales-type lease payments received in excess of interest income
8
23, 25
27
15
Change in market value of derivatives
Change in assets and liabilities:
Trade accounts receivable
Inventories
Other current assets and non-current assets
Amounts due to/(from) related parties
Trade accounts payable
Accrued expenses
Other current liabilities
Net cash provided by operating activities
Investing activities
Additions to vessels and equipment
Dividends received from affiliates
Acquisition of investment in affiliate from Golar
Net cash used in investing activities
Financing activities
Proceeds from long-term debt (including related parties)
Repayments of long-term debt (including related parties)
Repurchase of high yield bonds and related swaps
Repayments of obligation under finance lease
Financing arrangement fees and other costs
Proceeds from issuances of equity, net of issue costs
Common units repurchased and canceled
Advances from/(releases to) related party for Methane Princess lease
security deposit
28
28
Cash distributions paid
Dividends paid to non-controlling interests
Net cash used in financing activities
Effect of exchange rate changes on cash
Net (decrease)/increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year (1)
Cash, cash equivalents and restricted cash at end of year (1)
F-9
83,239
(4,540)
3,620
2,683
941
207
(10,463)
2,328
—
3
(4,195)
2,030
43,746
10,682
(670)
(6,421)
3,622
(2,836)
3,414
4,183
152,707
(10,232)
14,216
(10,296)
(6,312)
40,000
(100,156)
—
(1,569)
—
—
(1,565)
601
(126,599)
—
(189,288)
3,723
(39,170)
269,092
229,922
98,812
(1,190)
1,728
7,154
(995)
234
(25,522)
1,191
—
(55)
—
—
103,810
—
7,171
5,969
3,657
238
(20,660)
—
6,327
(44)
—
—
(5,921)
(15,894)
(9,730)
1,475
3,906
(319)
(3,610)
(6,566)
26
137,166
(10,735)
755
(9,652)
(19,632)
51,419
(155,902)
—
(1,286)
(1,699)
13,854
(13,980)
633
(165,250)
—
(272,211)
(6,118)
(160,795)
429,887
269,092
2,189
458
1,529
17,856
1,417
9,889
1,670
270,430
(426)
—
(70,000)
(70,426)
375,000
(228,816)
(234,197)
(821)
(5,377)
255,040
—
(1,498)
(161,060)
(7,000)
(8,729)
10,487
201,762
228,125
429,887
Table of Contents
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Notes
2019
2018
2017
Interest expense
Income taxes
62,670
4,470
(1) The following table identifies the balance sheet line-items included in "cash, cash equivalents and restricted cash" presented in the consolidated statements of
cash flows:
81,962
5,929
75,892
13,791
(in thousands of $)
Cash and cash equivalents
Restricted cash and short-term deposits - current
Restricted cash - non-current
December 31,
2019
2018
2017
2016
47,661
46,333
135,928
229,922
96,648
31,330
141,114
269,092
246,954
27,306
155,627
429,887
65,710
44,927
117,488
228,125
The accompanying notes are an integral part of these financial statements.
F-10
Table of Contents
GOLAR LNG PARTNERS LP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL FOR THE YEARS ENDED
DECEMBER 31, 2019, 2018 AND 2017
(in thousands of $)
Partners’ Capital
Notes
Preferred
Units
Common
Units
General
Partner Units
and IDRs
(1)
Accumulated
Other
Comprehensive
Income/
(2)
(loss)
Total
before
Non-
controlling
interest
Non-
controlling
Interest
Total
Owner’s
Equity
Consolidated balance at December
31, 2016
Net income
Cash distributions
Non-controlling interest dividends
Other comprehensive income
Net proceeds from issuance of
common units
Conversion of earn-out units
Net proceeds from issuance of
preferred units
Grant of unit options
Consolidated balance at December
31, 2017
Net income
Cash distributions
Other comprehensive loss
Net proceeds from issuance of
common units
Common units repurchased and
canceled
Grant of unit options
Consolidated balance at December
31, 2018
Net income
Cash distributions
Units options expense
—
2,080
490,564
124,656
(2,080)
(157,840)
—
—
—
—
28
132,991
—
132,991
12,042
—
—
119,902
7,920
—
238
585,440
59,925
28
(12,042)
(149,606)
—
—
—
—
132,991
12,042
—
13,563
(13,980)
234
495,576
5,648
(12,042)
(112,235)
—
—
207
(1,565)
50,942
2,544
(3,221)
—
—
2,214
121
—
—
52,600
1,223
(3,066)
—
291
—
—
51,048
115
(2,322)
—
—
Common units repurchased and
canceled
28
Consolidated balance at December
31, 2019
132,991
387,631
48,841
(5,053)
—
—
—
5,079
—
—
—
—
26
—
—
(26)
—
—
—
—
—
—
—
—
—
536,453
129,280
(163,141)
—
5,079
122,116
8,041
132,991
238
771,057
73,190
(164,714)
(26)
13,854
(13,980)
234
679,615
17,805
(126,599)
207
(1,565)
67,976
15,568
—
(7,000)
—
—
—
—
—
76,544
3,358
—
—
—
—
—
79,902
3,329
—
—
—
604,429
144,848
(163,141)
(7,000)
5,079
122,116
8,041
132,991
238
847,601
76,548
(164,714)
(26)
13,854
(13,980)
234
759,517
21,134
(126,599)
207
(1,565)
569,463
83,231
652,694
__________________________________________
(1)
(2)
As of December 31, 2019 and 2018, the carrying value of the equity attributable to the incentive distribution rights holders was $32.5 million.
Relates to unrealized net losses/(income) on qualifying cash flow hedges.
The accompanying notes are an integral part of these financial statements.
F-11
Table of Contents
GOLAR LNG PARTNERS LP
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
Golar LNG Partners LP (the “Partnership,” “we,” “our,” or “us”) is a publicly traded Marshall Islands limited partnership
initially formed as a subsidiary of Golar LNG Limited (“Golar”) in September 2007, to own and operate LNG carriers and
FSRUs under long-term charters.
We completed our initial public offering (“IPO”) in April 2011. Our common units are traded on the NASDAQ under the
symbol: GMLP.
On July 12, 2018, we acquired an interest in the Hilli Episeyo (the “Hilli”), a floating liquefied natural gas (“FLNG”) vessel
through the acquisition of 50% of the common units (the “Hilli Common Units”) in Golar Hilli LLC ("Hilli LLC") (the “Hilli
Acquisition”) (see note 10).
As of December 31, 2019 and 2018, Golar held 30.6% of our common units. In addition, as of December 31, 2019 and 2018,
Golar held a 2% general partner interest in us and 100% of our incentive distribution rights (“IDRs”).
As of December 31, 2019 and 2018, we had a fleet of six FSRUs, four LNG carriers and an interest in the Hilli.
References to Golar in these consolidated financial statements refer, depending on the context, to Golar LNG Limited and to
one or any more of its direct or indirect subsidiaries.
2. BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States of America (“US GAAP”).
The accounting policies set out below have been applied consistently to all periods in these consolidated financial statements,
except for accounting policy for “Leases” that changed as a result of adopting the requirements of Accounting Standards
Updates ("ASU") 2016-02 “Leases (Topic 842)” (hereafter, ASC 842), effective for January 1, 2019.
Principles of consolidation
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.
These consolidated financial statements include the financial statements of the entities listed in notes 4 and 5.
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 consolidated balance sheets and consolidated statements of operations as “Non-controlling interests”.
F-12
Table of Contents
Foreign currencies
We 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.
Lease accounting versus revenue accounting
Contracts relating to our LNG carriers and FSRUs can take the form of operating leases, sales-type leases, direct financing
leases and operating and services agreements. Although the substance of these contracts are similar, the accounting treatment
varies. We outline our policies for determining the appropriate U.S. GAAP treatment below.
To determine whether a contract conveys a lease agreement for a period of time, we assess whether, throughout the period of
use, the customer has both of the following:
•
•
the right to obtain substantially all of the economic benefits from the use of the identified asset; and
the right to direct the use of that identified asset.
If a contract relating to an asset fails to give the customer both of the above rights, we account for the agreement as a revenue
contract. A contract relating to an asset will generally be accounted for as a revenue contract if the customer does not contract
for substantially all of the capacity of the asset (i.e. another third party could contract for a meaningful amount of the asset
capacity).
Where we provide services unrelated to an asset contract, we account for the services as a revenue contract.
Lease accounting
When a contract is designated as a lease, we make an assessment on whether the contract is an operating lease, sales-type lease,
or direct financing lease. An agreement will be a sales-type lease if any of the following conditions are met:
•
•
•
•
•
ownership of the asset is transferred at the end of the lease term;
the contract contains an option to purchase the asset which is reasonably certain to be exercised;
the lease term is for a major part of the remaining useful life of the contract, although contracts entered into the last
25% of the asset’s useful life are not subject to this criterion;
the discounted value of the fixed payments under the lease represent substantially all of the fair value of the asset; or
the asset is heavily customized such that it could not be used for another charter at the end of the term.
Lessor accounting
In making the classification assessment, we estimate the residual value of the underlying asset at the end of the lease term with
reference to broker valuations. None of our lease contracts contain residual value guarantees, and any purchase options are
disclosed in note 9. Agreements with renewal and termination options in the control of the lessee are included together with the
non-cancellable contract period in the lease term when “reasonably certain” to be exercised or if controlled by the lessor. The
determination of reasonably certain depends on whether the lessee has an economic incentive to exercise the option. Generally,
lease accounting commences when the asset is made available to the customer, however, where the contract contains specific
customer acceptance testing conditions, lease accounting will not commence until the asset has successfully passed the
acceptance test. We assess a lease under the modification guidance when there is change to the terms and conditions of the
contract that results in a change in the scope or the consideration of the lease.
Costs directly associated with the execution of the lease or costs incurred after lease inception or the execution of the contract
but prior to the commencement of the lease that directly relate to preparing the asset for the lease (i.e. bunker costs), are
capitalized and amortized to the consolidated statements of operations over the lease term. We also defer upfront revenue
payments (i.e. repositioning fees) to the consolidated balance sheet and amortize to the consolidated statements of operations
over the lease term.
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Time charter operating leases
Revenues include fixed minimum lease payments under time charters and fees for repositioning vessels. Revenues generated
from time charters, which we classify as operating leases, are recorded over the term of the charter on a straight-line basis as
service is provided and is included in "Time charter revenues" in our consolidated statement of operations. Variable revenue is
accounted for as incurred in the relevant period. Fixed revenue includes fixed payments (including in-substance fixed payments
that are unavoidable) and variable payments based on a rate or index. However, we do not recognize revenue if a charter has not
been contractually committed to by a customer and us, even if the vessel has discharged its cargo and is sailing to the
anticipated load port on its next voyage. For our operating leases, we have elected the practical expedient to combine our
service revenue and operating lease income as the timing and pattern of transfer of the components are the same.
Repositioning fees (included in time and voyage charter revenues) 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.
Time charter sales-type leases
On inception of a sales-type lease for which we are lessor, we de-recognize the related asset and record "Net investment in
leased vessel” on our consolidated balance sheet. The net investment in leased vessel represents the fixed payments due from
the lessee, discounted at the rate implicit in the lease. We allocate sales-type lease income to the consolidated statements of
operations in the "Interest income” line item to reflect a constant periodic rate of return on our sales-type lease investment.
For sales-type leases, non-lease revenue and operating and service agreements in connection with the time charters are recorded
over the term of the charter as the service is provided. The transaction price is based on the standalone selling price for the
service.
Lessor expense recognition
Initial direct costs (those directly related to the negotiation and consummation of the lease) are deferred and allocated to
earnings over the lease term.
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.
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Use of estimates
The preparation of financial statements 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.
In assessing the recoverability of our vessels’ carrying amounts, we make assumptions regarding estimated future cash flows,
estimates in respect of residual or scrap value, charter rates, ship operating expenses, utilization and drydocking requirements.
Investment in affiliate
Affiliates are entities over which we generally have between 20% and 50% of the voting rights, or over which we have
significant influence, but over which we do not exercise control or have the power to control the financial and operational
policies. Investments in these entities are accounted for by the equity method of accounting. Affiliates are also entities in which
we hold a majority ownership interest, but we do not control, due to the participating rights of non-controlling interests. Under
the equity method of accounting, we record our investment in the affiliate at cost, and adjust the carrying amount for our share
of the earnings or losses of the affiliate subsequent to the date of the investment and report the recognized earnings or losses in
income. Dividends received from an affiliate reduce the carrying amount of the investment. The excess, if any, of the purchase
price over book value of our investments in equity method affiliates, or basis difference, is included in the consolidated balance
sheets as "Investment in affiliate". We allocate the basis difference across the assets and liabilities of the affiliate, with the
residual assigned to goodwill. The basis difference will then be amortized through the consolidated statements of operations as
part of the equity method of accounting. When our share of losses in an affiliate equals or exceeds the value of our interest, we
do not recognize further losses, unless we have incurred obligations or made payments on behalf of the affiliate.
We recognize gains and losses in earnings based on the economic results allocated based on a contractual agreement, net of
interest, tax and basis difference amortization.
Guarantees
Guarantees issued by us, excluding those that are guaranteeing our own performance, are recognized at fair value at the time
that the guarantees are issued, and reported in “Other current liabilities” and "Other non-current liabilities". A liability equal to
the fair value of the obligation undertaken in issuing the guarantee in connection with an investment in affiliate is recognized. If
it becomes probable that we will have to perform under a guarantee, we will recognize an additional liability if the amount of
the loss can be reasonably estimated. The recognition of fair value is not required for certain guarantees such as the parent's
guarantee of a subsidiary's debt to a third party. For those guarantees excluded from the above guidance requiring the fair value
recognition provision of the liability, financial statement disclosures of such items are made.
Business combinations
When the assets acquired and liabilities assumed constitute a business, then the acquisition is a business combination. If
substantially all of the fair value of the gross asset acquired is concentrated in a single identifiable asset or group of similar
identifiable assets, the asset is not considered a business. 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 operations
of acquired subsidiaries 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, we will recognize a measurement-period adjustment during the period in which we determine the amount of the
adjustment, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had
been completed at the acquisition date.
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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. Penalties and interest related to uncertain tax positions are recognized in “Income taxes” in our consolidated
statements of operations.
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.
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 deposits
Restricted cash and short-term deposits consist of bank deposits, which may only be used to settle certain pre-arranged loan or
lease payments, other claims which requires us to restrict cash, performance bonds related to charters, cash collateral required
for certain swaps, and cash held by the VIE. We consider all short-term deposits as held to maturity. These deposits are carried
at amortized cost. We place our short-term deposits primarily in fixed term deposits with high credit quality financial
institutions.
Trade accounts receivable
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 allowance for doubtful accounts.
Inventories
Inventories, which are comprised principally of fuel, lubricating oils and vessel 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 aluminum times the weight of the vessel noted in lightweight tons. Residual values are
periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons.
The cost of building mooring equipment is capitalized and depreciated over the initial lease term of the related charter.
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.
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Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking,
which is generally every 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 (excluding converted FSRUs)
Vessels - converted FSRUs
Drydocking expenditure
Mooring equipment
Vessel under finance lease
40 years
20 years from conversion date
5 years
11 years
We lease one vessel under an agreement that has been accounted for as a finance lease. Obligations under finance lease are
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 finance lease is included within depreciation and amortization expense in the statement of
operations. The vessel under finance 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 the vessel under
finance lease is accounted for consistently as that of an owned vessel.
Our finance 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 22). 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.
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 scrap value. Management performs an annual impairment assessment and
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, an impairment loss shall be measured as the amount by which
the carrying amount of a long-lived asset (asset group) exceeds its fair value.
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Deferred charges
Costs associated with long-term financing, including debt arrangement fees, are deferred and amortized over the term of the
relevant loan under the effective interest method. Amortization of debt issuance cost is included in interest expense. These costs
are presented as a deduction from the corresponding liability, consistent with debt discounts.
Provisions
In the ordinary course of business, we 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.
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 fair value 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 current assets” or “Other non-current assets” in the balance sheet depending on its maturity. 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. 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
“Gains/(losses) on derivative instruments”. We have no existing interest rate swaps held for hedging.
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.
Unit-based compensation
We expense the fair value of unit options issued to employees over the period the options vest. We amortize unit-based
compensation for awards on a straight-line basis over the period during which the employee is required to provide service in
exchange for the reward - the requisite service (vesting) period. No compensation cost is recognized for unit options for which
employees do not render the requisite service. The fair value of employee unit options is estimated using the Black-Scholes
option-pricing model.
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.
3. RECENTLY ISSUED ACCOUNTING STANDARDS
Adoption of new accounting standards
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 Leases (Topic 842) along with
subsequent amendments ASU 2019-20 Leases (Topic 842): Narrow scope improvements for lessors in December 2018 and
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ASU 2019-01 Leases (Topic 842): Codification improvements in March 2019. Topic 842 modifies the definition of a lease,
requires reassessment of the lease term upon the occurrence of certain triggers and introduces new disclosures. Lessors are
required to classify leases as sales-type, direct financing or operating, with classification affecting the pattern of income
recognition and provides guidance for sale and leaseback transactions. Topic 842 requires a lessee to recognize leases on its
balance sheet by recording a lease liability (representing the obligation to make future lease payments) and a right of use asset
(representing the right to use the asset for the lease term). Leases for lessees will be classified as either financing or operating
with classification affecting the pattern of expense recognition in the income statement.
We adopted this Topic 842 on January 1, 2019 under a modified retrospective transition approach. The Partnership does not
have any lessee contracts, therefore the adoption solely impacts the contracts where we are the lessor. We have elected to use
the ‘package’ of practical expedients available, which means no reassessment on transition of whether an agreement contains a
lease, lease classification, and initial direct costs under ASC 842. As part of this package the lease term has been determined
using hindsight up to the date of transition when considering lessee options to extend or terminate the agreement or to purchase
the underlying asset. Furthermore, where available we have elected not to separate the components in our lease arrangements,
instead accounting for them as a combined component under ASC 842. Our election of the practical expedient providing
transition relief will result in our prior periods not being restated and will continue to be represented in accordance with Topic
840.
Our legacy leases will continue to be classified in accordance with Topic 840, while modifications and subsequent accounting
will follow the accounting under Topic 842. Leases entered into on or after January 1, 2019 have been assessed under the
requirements of Topic 842. New lessor presentation and disclosure requirements have been applied to our new and existing
lease agreements. Note 9 to our consolidated financial statements discloses the maturity analysis of operating lease payments
under arrangements where we are the lessor.
In July 2018, the FASB issued ASU 2018-09 Codification improvements. The amendments in this ASU cover a wide range of
topics covering primarily minor corrections, clarifications and codification improvements. We adopted the codification
improvements that were not effective on issuance on January 1, 2019 under the specified transition approach connected with
each of the codification improvements. The impact of this amendment has not had a material impact on our consolidated
financial statements or related disclosures, including retained earnings as at January 1, 2019.
Accounting pronouncements that have been issued but not yet adopted
In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments and subsequent amendments, including ASU 2018-19, ASU 2019-04 & ASU 2019-11
Codification Improvements to Topic 326 "Financial Instruments-Credit Losses". Topic 326 replaces the incurred loss
impairment methodology that recognizes losses when a probable threshold is met, with a requirement to recognize lifetime
expected credit losses (measured over the contractual life of the instrument) immediately based on information about past
events, current conditions and forecasts of future economic conditions. This will reflect the net amount expected to be collected
from the financial asset and is referred to as the current expected credit loss “CECL” methodology, with measurement
applicable to financial assets measured at amortized cost as well as off-balance sheet credit exposures not accounted for as
insurance (loan commitments, standby letters of credit, financial guarantees and similar instruments). Topic 326 also makes
changes to the accounting for available-for-sale debt securities and purchased credit deteriorated financial assets, however, no
such financial assets existed on date of adoption or in the reporting periods covered by these consolidated financial statements.
Topic 326 will become effective for us on January 1, 2020 and we will apply the modified retrospective transition approach.
Cash and cash equivalents (including restricted cash and short-term deposits) either are payable on demand, have short-term
maturities (highly liquid) or held with financial institutions with investment grade credit ratings that overall results in limited
credit risk exposure. Trade receivables and related party transactions mostly have historic low write-offs and no significant past
due amounts indicating delinquency of payments, which, together with the mostly short-term maturities, result in forward
looking factors being insignificant and limited credit risk exposure impact based on current and past conditions. Net investment
in finance lease receivables are akin to collateralized loans as the vessels would be returned in event of default, so a
counterparty credit spread has been applied to the remaining exposure on default over the lease term that will not result in a
material credit allowance. While our off-balance sheet exposures mostly related to financial guarantees, no material impact has
been assessed given that the collateral from return of the vessel on default of payment will cover the guarantee amount in each
remaining year covered by the guarantees.
Under Topic 326, allowance for credit losses will be presented separately on the consolidated balance sheet as a contra-asset
deducted from the asset’s amortized cost (or liability for off-balance sheet exposures) with associated credit loss expense in the
consolidated statement of operations (with exception of transition when it will be an adjustment to retained earnings). However,
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our assessment is that there will be no material impact on our consolidated financial statements, including any cumulative-effect
adjustment to retained earnings as at January 1, 2020. However, new presentation and disclosure requirements relating to this
Topic will be introduced from January 1, 2020.
The following table provides a brief description of other recent accounting standards that have been issued but not yet adopted:
Standard
Description
Date of Adoption
Removes some disclosure requirements
relating to transfers between Level 1 and
Level 2 of the FV hierarchy. Introduces
new disclosure requirements for Level 3
measurements.
January 1, 2020
Effect on our Consolidated
Financial Statements or
Other Significant Matters
No material impact on our
disclosure requirements as we
have no Level 3
measurements.
ASU 2018-13 Fair Value
Measurement (Topic 820):
Disclosure Framework-
Changes to the Disclosure
Requirements for Fair Value
Measurement.
ASU 2018-17 Consolidation
(Topic 810) - Targeted
Improvements to Related Party
Guidance for Variable Interest
Entities
ASU 2019-12 Income Taxes
(Topic 740) - Simplifying the
Accounting for Income Taxes.
ASU 2020-03 Financial
Instruments (Topic 825) -
Codification Improvements
ASU 2020-04 Reference Rate
Reform (Topic 848) -
Facilitation of the Effects of
Reference Rate Reform on
Financial Reporting.
January 1, 2020
No impact on consolidation
assessments.
January 1, 2021
Under evaluation
January 1, 2020
No impact.
Under evaluation Under evaluation
For the purposes of determining whether a
decision making fee is a variable interest, a
company is now required to consider
indirect interests held through related
parties under common control on a
proportionate basis as opposed to as a
direct investment in the entity.
The amendment removes certain
exceptions previously available and
provides some additional calculation rules
to help simplify the accounting for income
taxes.
The amendment proposes seven
clarifications to improve the
understandability of existing guidance,
including: 1) that fees between debtor and
creditor and third-party costs directly related
to exchanges or modifications of debt
instruments include line-of-credit or
revolving debt arrangements; and 2) the
contractual term of a net investment in a
lease determined in accordance with Topic
842 Leases should be the contractual term
used to measure expected credit losses under
Topic 326 Financial Instruments Credit
Losses.
The amendments provide temporary optional
expedients and exceptions for applying U.S.
GAAP to contracts, hedging relationships,
and other transactions affected by reference
rate reform if certain criteria are met. The
applicable expedients for us are in relation to
modifications of contracts within the scope
of Topics 310, Receivables, 470, Debt, and
Topic 842, Leases. This optional guidance
may be applied prospectively from any date
beginning March 12, 2020 and cannot be
applied to modifications that occur after
December 31, 2022.
4. SUBSIDIARIES
The following table lists our significant subsidiaries and their purpose as of December 31, 2019. Unless otherwise indicated, we
own 100% of each subsidiary.
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Name
Golar Partners Operating LLC
Golar LNG Holding Corporation
Golar Maritime (Asia) Inc.
Jurisdiction of
Incorporation
Marshall Islands
Marshall Islands
Purpose
Holding Company
Holding Company
Republic of Liberia
Holding Company
Golar Servicos de Operacao de Embaracaoes Limited
Brazil
Golar Winter Corporation
Golar Winter UK Ltd
Golar Spirit Corporation
Marshall Islands
United Kingdom
Marshall Islands
Management Company
Owns Golar Winter
Operates Golar Winter
Owns Golar Spirit
Faraway Maritime Shipping Company (60% ownership)
Republic of Liberia
Owns and operates Golar Mazo
Golar LNG 2215 Corporation
Golar 2215 UK Ltd
Golar Freeze Holding Corporation
Golar Freeze UK Ltd
Golar Khannur Corporation
Golar LNG (Singapore) Pte. Ltd.
PT Golar Indonesia*
Golar Grand Corporation
Golar LNG 2234 LLC
Golar Hull M2031 Corporation
Golar Eskimo Corporation**
Marshall Islands
United Kingdom
Marshall Islands
United Kingdom
Marshall Islands
Singapore
Indonesia
Leases Methane Princess
Operates Methane Princess
Owns Golar Freeze
Operates Golar Freeze
Holding Company
Holding Company
Owns and operates NR Satu
Marshall Islands
Owns and operates Golar Grand
Republic of Liberia
Owns and operates Golar Maria
Marshall Islands
Marshall Islands
Owns and operates Golar Igloo
Leases and operates Golar Eskimo
__________________________________________
* 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.
** The above table excludes Eskimo SPV, from which we lease one of our vessels, the Golar Eskimo, under a sale and leaseback. See note 5.
5. VARIABLE INTEREST ENTITIES (“VIEs”)
Eskimo SPV
As of December 31, 2019 and 2018, we leased one vessel from a VIE under a finance lease with a wholly-owned subsidiary,
Sea 23 Leasing Co. Limited (“Eskimo SPV”) of China Merchants Bank Leasing (“CMBL”). Eskimo SPV is a special purpose
vehicle (SPV).
In November 2015, we sold the Golar Eskimo to Eskimo SPV and subsequently leased back the vessel under a bareboat charter
for a term of ten years. From the third year anniversary of the commencement of the bareboat charter, we have an annual option
to repurchase the vessel at fixed pre-determined amounts, with an obligation to repurchase the vessel at the end of the ten year
lease period.
While we do not hold any equity investment in Eskimo SPV, we have determined that we have a variable interest in Eskimo
SPV and that Eskimo SPV is a VIE. Based on our evaluation of the bareboat agreement we have concluded that we are the
primary beneficiary of Eskimo SPV and, accordingly, have consolidated Eskimo SPV into our financial results. We did not
record any gain or loss from the sale of the Golar Eskimo to Eskimo SPV, and we continued to report the vessel in our
consolidated financial statements at the same carrying value, as if the sale had not occurred, and our contractual debt with the
Eskimo SPV eliminates on consolidation.
The equity attributable to CMBL in Eskimo SPV is included in non-controlling interests in our consolidated results. As of
December 31, 2019 and 2018, the Golar Eskimo is reported under “Vessels and equipment, net” in our consolidated balance
sheet.
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The following table gives a summary of the sale and leaseback arrangement, including repurchase options and obligation as of
December 31, 2019:
Vessel
Effective from
Sales value
(in $ millions)
Subsequent
repurchase option
(in $ millions)
Subsequent
repurchase
option
Repurchase
obligation at end of
lease term
(in $ millions)
End of lease term
Golar Eskimo
November 2015
285.0
202.0
November 2020
128.3
November 2025
A summary of our payment obligations under the bareboat charter with Eskimo SPV as of December 31, 2019 is shown below:
(in $ thousands)
Golar Eskimo*
2020
2021
2022
2023
2024
After 2024
23,122
22,008
21,251
20,532
19,828
15,959
*The payment obligation table above includes variable rental payments due under the lease based on an assumed LIBOR plus margin but
excludes the repurchase obligation at the end of lease term.
The most significant impact of consolidation of Eskimo SPV’s liabilities on our consolidated balance sheet is as follows:
(in $ thousands)
Liabilities
Short-term debt (refer to note 21)
Long-term debt (refer to note 21)
2019
2018
11,436
169,395
11,836
187,401
The most significant impact of consolidation of Eskimo SPV’s operations on our consolidated statement of operations is
interest expense of $7.6 million, $8.0 million and $8.2 million for the years ended December 31, 2019, 2018, and 2017
respectively. The most significant impact of consolidation of Eskimo SPV’s cash flows on our consolidated statement of cash
flows is net cash of $20.1 million, $12.8 million, and $20.8 million used in financing activities for the years ended
December 31, 2019, 2018, and 2017, respectively.
Hilli LLC
On July 12, 2018, we acquired an interest in the Hilli through the acquisition of 50% of the Hilli Common Units for a purchase
price of $658 million less assumed net lease obligations and net of working capital adjustments. Concurrent with the closing of
the Hilli Acquisition, we have determined that (i) Hilli LLC is a VIE, (ii) Golar is the primary beneficiary and retains sole
control over the most significant activities and the greatest exposure to variability in residual returns and expected losses from
the Hilli and (iii) we are not the primary beneficiary. Thus, Hilli LLC was not consolidated into our financial statements.
As at December 31, 2019, our maximum exposure as a result of our ownership in the Hilli LLC is the carrying value of our
investment in affiliate of $193.27 million (see note 10) and the outstanding portion of the Hilli Facility which we have
guaranteed (see note 25).
PTGI
We consolidate 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 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, 2019 and 2018:
F-22
Table of Contents
(in thousands of $)
ASSETS
Cash
Restricted cash (see note 17)
Vessels and equipment, net*
Other assets
Total assets
LIABILITIES AND EQUITY
Accrued liabilities
Current portion of long-term debt
Amounts due to related parties
Non-current debt
Other liabilities
Total liabilities
Total equity
Total liabilities and equity
2019
2018
13,108
9,543
227,418
3,158
253,227
2,704
14,382
51,203
58,865
974
128,128
125,099
253,227
19,599
10,209
248,526
2,699
281,033
6,474
14,303
83,334
73,247
638
177,996
103,037
281,033
*PTGI recorded the NR Satu at the acquisition price when it purchased the vessel from a Golar related party entity. However, as
of the date of the acquisition of the subsidiaries which own and operate the NR Satu, the acquisition was deemed to be a
reorganization of entities under common control, and accordingly, 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.
PTGI paid dividends to PT Pesona amounting to $nil, $nil and $1.2 million during the years ended December 31, 2019, 2018
and 2017, respectively.
6. SEGMENT INFORMATION
A segment is a distinguishable component of the business that is engaged in business activities from which we earn revenues
and incur expenses whose operating results are regularly reviewed by the chief operating decision maker, and which are subject
to risks and rewards that are different from those of other segments.
As of December 31, 2019, we operate in the following three reportable segments: FSRUs, LNG carriers and FLNG.
•
•
•
FSRUs are vessels that are permanently located offshore to regasify LNG. Six of our vessels are FSRUs; and
LNG carriers are vessels that transport LNG and are compatible with many LNG loading and receiving terminals
globally. Four of our vessels are LNG carriers;
FLNG are vessels that are moored above an offshore natural gas field on a long-term basis. A FLNG receives, liquefies
and stores LNG at sea and transfers it to LNG carriers that berth while offshore.
The accounting policies applied to the segments are the same as those applied in the Consolidated Financial Statements, except
that our equity in net earnings of affiliate is presented under the effective share of interest consolidation method for the segment
reporting.
On May 15, 2019, we executed a modification to the charter for the Golar Freeze (the "Golar Freeze Charter") which triggered
a change in accounting for the Golar Freeze Charter from an operating lease to a sales-type lease ("Golar Freeze Finance
Lease"). Following this change, management changed the metric by which it measures the profitability of our segments from
EBITDA to Adjusted EBITDA to reflect the change in accounting treatment of this contract and enable the comparability with
the rest of the business. This led to a change in the information that management required to manage both the standalone
segments and our overall businesses.
F-23
Voyage and commission expenses
Administrative expenses(5)
Amount invoiced under sales-type
lease
Adjusted EBITDA
Balance sheet:
Total assets (6)
Other segmental financial
information:
Capital expenditure(6)
(in thousands of $)
Statement of operations:
Table of Contents
(in thousands of $)
Statement of operations:
FSRU(1)
LNG
Carrier
FLNG(2)
Unallocated(3)
Total
Segment
Reporting Elimination(4)
Consolidated
Reporting
December 31, 2019
Total operating revenues
240,695
58,957
104,073
Vessel operating expenses
(40,978)
(19,980)
(23,042)
(4,467)
(8,090)
(3,181)
(5,322)
(230)
(1,093)
11,500
—
—
198,660
30,474
79,708
—
—
—
—
—
—
403,725
(104,073)
299,652
(84,000)
(7,878)
(14,505)
11,500
308,842
23,042
230
1,093
(11,500)
(91,208)
(60,958)
(7,648)
(13,412)
—
217,634
1,079,369
510,558
193,270
322,415
2,105,612
—
2,105,612
(13,465)
(15)
—
—
(13,480)
—
(13,480)
FSRU
LNG
Carrier
FLNG(2)
Unallocated(3)
Total
Segment
Reporting Elimination(4)
Consolidated
Reporting
December 31, 2018
Total operating revenues
294,889
51,761
49,754
Vessel operating expenses
(42,736)
(22,511)
(9,834)
Voyage and commission expenses
Administrative expenses(5)
Adjusted EBITDA
(7,138)
(9,384)
(4,084)
(5,425)
(434)
(1,306)
235,631
19,741
38,180
—
—
—
—
—
396,404
(75,081)
(11,656)
(16,115)
293,552
(49,754)
346,650
9,834
434
1,306
(65,247)
(11,222)
(14,809)
(38,180)
255,372
Balance sheet:
Total assets (6)
Other segmental financial
information:
Capital expenditure (6)
(in thousands of $)
Statement of operations:
Total operating revenues
Vessel operating expenses
Voyage and commission expenses
Administrative expenses(5)
Adjusted EBITDA
Balance sheet:
Total assets (6)
Other segmental financial
information:
Capital expenditure (6)
1,115,663
534,805
206,180
384,169
2,240,817
—
2,240,817
(28,307)
(13,894)
—
—
(42,201)
—
(42,201)
December 31, 2017
FSRU
LNG Carrier
FLNG(2)
Unallocated(3)
Total Segment
and Consolidated
Reporting
316,599
(47,960)
(8,375)
(10,029)
250,235
116,503
(20,318)
(1,319)
(5,181)
89,685
1,149,595
545,225
(11,226)
(11,215)
F-24
—
—
—
—
—
—
—
—
—
—
—
—
433,102
(68,278)
(9,694)
(15,210)
339,920
732,551
2,427,371
—
(22,441)
Table of Contents
(1) Includes revenue relating to operating and service contracts, that is a non-lease component of sales-type leases recognized on a straight line basis over the
contract term.
(2) Relates to the effective share of revenues, expenses and Segment EBITDA attributable to our 50% ownership of the Hilli Common Units which we acquired
in July 2018 (see note 10). The earnings attributable to our investment in Hilli LLC are reported in the equity in net earnings of affiliate on the consolidated
income statement.
(3) Relates to assets not allocated to a segment, but included to reflect the total assets in the consolidated balance sheet.
(4) Eliminations reverse the effective earnings attributable to our 50% ownership of the Hilli Common Units and the amounts invoiced under the sales-type
lease. There are no transactions between reportable segments.
(5) Indirect administrative expenses are allocated to the FSRU and LNG carrier segments based on the number of vessels while administrative expenses for
FLNG relate to our effective share of expenses attributable to our 50% ownership of the Hilli Common Units.
(6) Total assets and capital expenditure by segment refers to our principal assets and capital expenditure relating to our vessels, including the net investment in
leased vessel.
Revenues from external customers
During 2019, our FSRUs and LNG carriers operated under time charters with nine charterers, including, among others,
Petrobras, PT Nusantara Regas (“PTNR”), the Hashemite Kingdom of Jordan (“Jordan”), and Kuwait National Petroleum
Company (“KNPC”).
For the years ended December 31, 2019, 2018 and 2017, revenues from each of the following customers accounted for over
10% of our total consolidated operating revenues:
(in thousands of $)
PTNR
Petrobras
Jordan
KNPC
Dubai Supply Authority
Geographical data
Segment
FSRU
FSRU
FSRU
FSRU
FSRU
2019
2018
2017
68,089
64,368
57,535
40,379
—
23 %
21 %
19 %
13 %
—
68,474
63,098
57,337
48,093
56,823
17 %
16 %
14 %
12 %
14 %
72,495
94,588
57,144
47,646
44,726
17 %
22 %
13 %
11 %
10 %
The following geographical data presents our consolidated reporting information: revenues from customers and fixed assets
with respect only to our FSRUs, while 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 (in thousands of $)
2019
2018
2017
Indonesia
Brazil
Jordan
Kuwait
United Arab Emirates
68,089
64,368
57,535
40,379
—
68,474
63,098
57,337
48,093
56,823
72,495
94,588
57,144
47,645
44,726
Fixed assets (in thousands of $)
2019
2018
Jordan
Kuwait
Brazil
Indonesia
254,881
262,530
203,889
149,247
261,163
258,942
214,018
163,230
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Table of Contents
7. (LOSSES)/GAINS ON DERIVATIVES AND OTHER FINANCIAL ITEMS, NET
(in thousands of $)
2019
2018
2017
Mark-to-market (losses)/gains for interest rate swap derivatives
Interest income/(expense) on un-designated interest rate swaps
Mark-to-market adjustment on Earn-Out Units (1)
Gains on repurchase of cross currency interest rate swap
(Losses)/gains on derivative instruments
Foreign exchange (losses)/gains on finance lease obligations and related
restricted cash
Amortization of debt guarantee (see note 25)
Financing arrangement fees and other costs
Foreign exchange gains/(losses) on operations
Losses on repurchase of 2012 High-Yield Bonds(2)
Foreign exchange losses on 2012 High-Yield Bonds
Premium paid on repurchase of 2012 High-Yield Bonds
Other financial items, net
(43,746)
4,950
—
—
(38,796)
(941)
2,065
(531)
82
—
—
—
675
(1,455)
2,161
7,400
—
8,106
1,105
503
(1,363)
(837)
—
—
—
12,073
(7,554)
(441)
3,718
7,796
(659)
—
(527)
(378)
(7,876)
(3,103)
(2,820)
(592)
(15,363)
(Losses)/gains on derivatives and other financial items, net
(38,121)
7,514
(7,567)
(1) This relates to the mark-to-market movement on the Earn-Out Units issued in connection with the IDR reset transaction in October 2016 which were
recognized as a derivative liability in our consolidated balance sheet. In October 2018, we declared a reduced quarterly distribution of $0.4042 per common
unit. Consequently, the second tranche of Earn-Out Units will not be issued. Accordingly, we have recognized a $nil valuation on the Earn-Out Units
derivatives as of December 31, 2018, resulting in a mark-to-market gain related to the Earn-Out Units. See notes 28 and 29.
(2) This relates to foreign exchange loss arising from the early repurchase of our 2012 High-Yield Bonds of $2.9 million and the reclassification of a $5.0
million loss from the Accumulated Other Comprehensive Loss upon cessation of hedge accounting for the related cross currency interest rate swap.
8. INCOME TAXES
The components of income tax expense are as follows:
(in thousands of $)
Current tax expense
Deferred tax expense
Total income tax expense
2019
2018
2017
14,342
3,620
17,962
15,737
1,728
17,465
9,825
7,171
16,996
The income taxes for the years ended December 31, 2019, 2018 and 2017 differed from the amounts computed by applying the
Marshall Islands statutory income tax rate of 0% for all years as follows:
(In thousands of $)
Effect of taxable income in various countries
Effect of change on uncertain tax positions
Effect of recognition of deferred tax asset and liabilities
Total tax expense
2019
2018
2017
18,023
(61)
—
17,962
16,342
1,329
(206)
17,465
16,311
685
—
16,996
Pursuant to the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operations
of vessels 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
F-26
an equivalent exemption from income taxes to U.S. citizens and U.S. corporations and must either satisfy certain public trading
requirements or 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. We believe that we satisfied these
requirements and therefore by virtue of the above provisions, we were not subject to tax on our U.S. source income.
Jurisdictions open to examination
The earliest tax years that remain subject to examination by the major taxable jurisdictions in which we operate are UK (2018),
Brazil (2014), Indonesia (2017), Kuwait (2019), Jordan (2015) and Barbados (2017). Interest and penalties charged to “Income
taxes” in our statement of operations amounted to $0.2 million $0.1 million and $0.6 million for the years ended December
31, 2019, 2018 and 2017 respectively.
Deferred taxes
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.
(in thousands of $)
At January 1
Deferred tax assets
Deferred tax liabilities (see note 23)
Recognized in the year
Adjustment in respect of prior year
Utilization of tax losses
Recognition of deferred tax liability on fixed asset temporary differences
At December 31
Deferred tax assets
Deferred tax liabilities (see note 23)
2019
2018
103
(7,126)
(7,023)
(1,537)
—
(2,083)
(3,620)
—
(10,643)
(10,643)
250
(5,545)
(5,295)
331
(271)
(1,788)
(1,728)
103
(7,126)
(7,023)
There is no deferred tax asset as of December 31, 2019. The total deferred tax asset as of December 31, 2018 is related to the
tax depreciation in excess of the accounting depreciation in respect of branch operations in Barbados.
The total deferred tax liability as of December 31, 2019 and 2018, related to the tax basis for the Golar Eskimo being lower
than the accounting net book value.
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 utilize surplus earnings to reduce
borrowings or reinvest its earnings, as opposed to making any distribution.
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Table of Contents
9. OPERATING LEASES
The minimum contractual future rentals represent revenues to be recognized on a straight line basis for each of the following
periods, as of December 31, 2019:
Year ending December 31,
(in thousands of $)
2020
2021
2022
2023
2024 and thereafter
Total
Total
261,950
262,779
229,597
136,696
137,344
1,028,366
Minimum lease rentals are calculated based on contractual future revenue expected to be recognized on a straight-line basis
over the lease term with certain assumptions such as those relating to expected off-hire days.
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 rentals set out above include revenues arising within the option period.
Jordan has the option, for a termination fee, to terminate the charter after the fifth anniversary of the delivery date of the Golar
Eskimo. The minimum contractual future revenues above assume that this option will not be exercised.
All our vessels are held for contractual future leasing, see note 13 and note 14. 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.
The components of operating lease income were as follows:
(in thousands of $)
Operating lease income
Variable lease income (1)
Total operating lease income
2019
291,806
2,148
293,954
(1)‘Variable lease income’ is excluded from lease payments that comprise the minimum contractual future revenues from non-
cancellable leases.
10.
INVESTMENT IN AFFILIATE
The components of equity in net assets of our non-consolidated affiliate are as follows:
(in thousands of $)
Equity in net assets of affiliate at January 1,
Net purchase price on acquisition
Dividends
Equity in net earnings of affiliate
Fair value of debt guarantee (see note 25)
Equity in net assets of affiliate at December 31
Quoted market prices for Hilli LLC are not available because it is not publicly traded.
F-28
2019
206,180
—
(17,450)
4,540
—
193,270
2018
—
199,728
(5,581)
1,190
10,843
206,180
Table of Contents
Hilli LLC
On July 12, 2018, we purchased 50.0% of the Hilli Common Units from Golar, affiliates of Keppel Shipyard Limited
("Keppel") and Black &Veatch ("B&V") (together, the “Sellers”). Hilli LLC owns Golar Hilli Corporation ("Hilli Corp), the
disponent owner of the Hilli. The Hilli Common Units provide us with significant influence over Hilli LLC. The Hilli is
currently operating under an 8-year liquefaction tolling agreement (the “LTA”) with Perenco Cameroon S.A. (“Perenco”) and
Société Nationale des Hydrocarbures (“SNH” and together with Perenco, the “Customer”). The purchase price for the Hilli
Acquisition was $658 million, less 50% of the net lease obligations under the Hilli Facility on the Closing Date, plus working
capital adjustments. The post closing purchase price adjustments were finalized in October 2018.
We entered into the Amended and Restated Limited Liability Company Agreement of Hilli LLC (the “Hilli LLC Agreement”)
on July 12, 2018. The ownership interests in Hilli LLC are represented by three classes of units, the Hilli Common Units, the
Series A Special Units and the Series B Special Units. We do not own any of the Series A Special Units or Series B Special
Units. The ownership interests of Hilli LLC are represented below:
The Partnership
Golar
Keppel
B&V
Percentage ownership interest
Hilli Common Units
50.0%
44.6%
5.0%
0.4%
The Hilli LLC Agreement provides that within 60 days after the end of each quarter, Golar, in its capacity as the managing
member of Hilli LLC shall determine the amount of Hilli LLC’s available cash and appropriate reserves (including cash
reserves for future maintenance capital expenditures, working capital and other matters), and Hilli LLC shall make a
distribution to the unitholders of Hilli LLC (the “Hilli Unitholders”) of the available cash, subject to such reserves. All three
classes of ownership interests in Hilli LLC have certain participating and protective rights. Hilli LLC shall make distributions to
the Hilli Unitholders when, as and if declared by Golar; provided, however, that no distributions may be made on the Hilli
Common Units on any distribution date unless Series A Distributions (defined below) and Series B Distributions (defined
below) for the most recently ended quarter and any accumulated Series A Distributions and Series B Distributions in arrears for
any past quarter have been or contemporaneously are being paid or provided for.
The Series A Special Units are entitled to receive the “Series A Distributions,” which means, with respect to any quarter, 100%
of any Incremental Perenco Revenues received by Hilli Corp during such quarter. “Incremental Perenco Revenues” is
contractually defined as:
•
•
•
any cash received by Hilli Corp from revenue invoiced to the extent such revenue invoiced are based on tolling
fees under the LTA relating to an increase in the Brent Crude price above $60 per barrel; less
any incremental tax expense arising from or related to any cash receipts referred to in the bullet point above; less
the pro-rata portion of any costs that may arise as a result of the underperformance of the Hilli “Underperformance
Costs”) incurred by Hilli Corp during such quarter.
Series B Special Units are entitled to receive the “Series B Distributions,” which means, with respect to any quarter, an amount
equal to 95% of Revenues Less Expenses received by Hilli Corp during such quarter. “Revenues Less Expenses” is
contractually defined as:
•
•
•
the cash receipts from revenues invoiced by Hilli Corp as a direct result of the employment of more than the first
50% of LNG production capacity for the Hilli, before deducting any Underperformance Costs (unless the
incremental capacity above the first 50% is supplied under the terms of the LTA and the term of the LTA is not
expanded beyond 500 billion cubic feet of feed gas), excluding, for the avoidance of doubt, any Incremental
Perenco Revenues; less
any incremental costs whatsoever, including but not limited to operating expenses, capital costs, financing costs
and tax costs, arising as a result of employing and making available more than the first 50% of LNG production
capacity for the Hilli; less
any reduction in revenue attributable to the first 50% of LNG production capacity availability as a result of
F-29
Table of Contents
making more than 50% of capacity available under the LTA (including, but not limited to, for example, as a result
of a tolling fee rate reduction as contemplated in the LTA); less
•
the pro-rata share of Underperformance Costs incurred by Hilli Corp during such quarter.
Hilli Common Units: Distributions to Hilli Common Units may not be made until any Series A Distributions and Series B
Distributions for the most recently ended quarter and any accumulated Series A Distributions and Series B Distributions in
arrears for any past quarter have been paid. Hilli LLC Common Unitholders may also receive, with respect to any quarter, an
amount equal to 5% of Revenues less Expenses received by Hilli Corp during such quarter.
Summarized financial information of Hilli LLC*
The following table summarizes the financial information of Hilli LLC shown on a 100% basis as of and for the years ended
December 31, 2019 and 2018:
(in thousands of $)
Balance sheet
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Statement of operations
Liquefaction services revenue
Net income
2019
2018
54,000
1,300,065
(45,106)
(924,578)
124,642
1,392,711
(109,773)
(1,004,184)
218,095
70,756
127,625
77,842
*The summarized financial information of Hilli LLC excludes the Hilli LLC lessor VIE's financial information.
11. TRADE ACCOUNTS RECEIVABLE
As of December 31, 2019 and 2018, there was no provision for doubtful accounts.
F-30
Table of Contents
12. OTHER CURRENT ASSETS
(in thousands of $)
Prepaid expenses
Other receivables
Mark-to-market interest rate swaps valuation (see note 24)
2019
2018
2,087
9,807
—
11,894
2,386
2,346
1,802
6,534
As at December 31, 2019, ‘Other receivables’ includes an amount of $8.2 million that is expected to be recovered through
indemnity clauses relating to past performance of a bareboat charter and operating and services agreement with a charterer. The
indemnity relates to how the bareboat charter and operating and services agreement should be taxed under the Jamaican tax
authority and the receivable includes withholding and payroll taxes that are treated as operating expenses. As of December 31,
2019, corresponding liabilities of $0.6 million and $7.6 million for payment of taxes and associated charges are included within
‘Accrued expenses’ (note 19) and ‘Other current liabilities’ (note 20), respectively.
13. VESSELS AND EQUIPMENT, NET
(in thousands of $)
Cost
As of January 1
Additions
Disposal (1)
Write-off of fully depreciated and amortized asset
As of December 31
Depreciation and amortization
As of January 1
Charge for the year
Disposal (1)
Write-off of fully depreciated and amortized asset
2019
Vessels
Drydocking
expenditure
Mooring
equipment
Total
2,143,388
7,547
(208,987)
—
1,941,948
(663,123)
(55,796)
113,676
—
65,088
5,933
(17,430)
(6,363)
47,228
(23,804)
(8,282)
794
6,363
37,826
2,246,302
—
—
—
13,480
(226,417)
(6,363)
37,826
2,027,002
(23,618)
(3,547)
—
—
(710,545)
(67,625)
114,470
6,363
As of December 31
(605,243)
(24,929)
(27,165)
(657,337)
Net book value as at December 31
1,336,705
22,299
10,661
1,369,665
F-31
Table of Contents
(in thousands of $)
Cost
As of January 1
Additions
Write-off of fully depreciated and amortized asset
As of December 31
Depreciation and amortization
As of January 1
Charge for the year
Write-off of fully depreciated and amortized asset
As of December 31
2018
Vessels
Drydocking
expenditure
Mooring
equipment
Total
2,132,856
10,549
(17)
2,143,388
(600,578)
(62,562)
17
(663,123)
88,450
17,853
(41,215)
65,088
(49,559)
(15,460)
41,215
(23,804)
37,826
2,259,132
—
—
28,402
(41,232)
37,826
2,246,302
(20,072)
(3,546)
—
(670,209)
(81,568)
41,232
(23,618)
(710,545)
Net book value as at December 31
1,480,265
41,284
14,208
1,535,757
(1) Relates to the de-recognition of the vessel asset carrying value of the Golar Freeze. See note 15.
As of December 31, 2019 and 2018, vessels and equipment with a net book value of $1,241.9 million and $1,402.6 million,
respectively, were pledged as security for certain debt facilities (see note 26).
The following table presents the market values and carrying values of seven of our vessels that we have determined have a
market value that is less than their carrying value as of December 31, 2019. 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.
Vessel
(in millions of $)
Golar Winter
NR Satu
Methane Princess
Golar Maria
Golar Grand
Golar Mazo
Golar Igloo
2019 Market value(1)
2019 Carrying value
164.0
115.0
63.0
82.0
84.0
51.0
261.0
204.0
149.0
108.0
172.0
102.0
128.0
263.0
Deficit
(40.0)
(34.0)
(45.0)
(90.0)
(18.0)
(77.0)
(2.0)
(1) Market values are determined with reference to average broker values provided by independent brokers. Broker values are considered an estimate of the
market value for the purpose of determining whether an impairment trigger exists. Broker values are commonly used and accepted by our lenders in relation to
determining compliance with relevant covenants in applicable credit facilities for the purpose of assessing security quality.
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.
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14. VESSEL UNDER FINANCE LEASE, NET
(in thousands of $)
Cost
Vessels
2019
Drydocking
expenditure
Total
As of January 1, and December 31,
163,231
11,280
174,511
Depreciation and amortization
As of January 1
Charge for the year
As of December 31
(59,425)
(4,022)
(63,447)
(375)
(2,256)
(2,631)
(59,800)
(6,278)
(66,078)
Net book value as at December 31
99,784
8,649
108,433
Cost
As of January 1
Additions
Write-off of fully depreciated and amortized asset
As of December 31
Depreciation and amortization
As of January 1
Charge for the year
Write-off of fully depreciated and amortized asset
As of December 31
Vessels
2018
Drydocking
expenditure
Total
160,535
2,696
—
163,231
(55,510)
(3,915)
—
(59,425)
8,305
11,104
(8,129)
11,280
(7,385)
(1,119)
8,129
(375)
168,840
13,800
(8,129)
174,511
(62,895)
(5,034)
8,129
(59,800)
Net book value as at December 31
103,806
10,905
114,711
As of December 31, 2019 and 2018, we operated one vessel, the Methane Princess, under a finance lease. The lease is in
respect of a refinancing transaction undertaken during 2003, as described in note 22. In connection with the Methane Princess
Lease, 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 depreciation and amortization expense for the year is offset against the
amortization of the deferred credit in the statement of operations (see note 23).
15. INVESTMENT IN LEASED VESSEL, NET
On May 15, 2019, we executed a modification to the Golar Freeze Charter which triggered a change in lease classification from
an operating lease to a sales-type lease. This classification change resulted in the de-recognition of the vessel asset carrying
value, the recognition of net investment in leased vessel (consisting of present value of the future lease receivables and
unguaranteed residual value), and a gain on disposal of $4.2 million, which is included within "Other non-operating income" in
our consolidated statement of operations. Post modification to sales-type lease, all charter hire revenue from the Golar Freeze
Finance Lease is to be recognized as interest income. We recognized interest income of $9.5 million for the year ended
December 31, 2019, which is included within "interest income" in our consolidated statement of operations.
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The following table lists the components of our investment in leased vessel, net and the maturity profile of the undiscounted
lease receivables:
Year ending December 31,
(in thousands of $)
2020
2021
2022
2023
2024 and thereafter
Total minimum lease receivable
Unguaranteed residual value
Gross investment in sales-type lease
Less: unearned interest income
Investment in leased vessel, net
Less: current portion of investment in leased vessel, net
Non-current portion of investment in leased vessel, net
18,300
18,250
18,250
18,250
189,350
262,400
16,000
278,400
(164,263)
114,137
(2,308)
111,829
The charter includes an option, upon twelve months written notice of a termination not before the 3 years anniversary of the
charter commencement date in order to substitute the FSRU for an alternative vessel but only if certain throughput targets have
not been achieved. In this event we have a matching right. The charter also includes a 5-year extension option. We have
assumed that this option will not be exercised.
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16. INTANGIBLE ASSETS, NET
(in thousands of $)
Cost
As of January 1
Write-off of fully amortized asset
As of December 31
Depreciation, amortization and impairment
As of January 1
Charge for the year
Write-off of fully amortized asset
As of December 31
2019
2018
114,616
(19,099)
95,517
(54,247)
(9,960)
19,099
(45,108)
114,616
—
114,616
(41,410)
(12,837)
—
(54,247)
Net book value as at December 31
50,409
60,369
The intangible assets pertain to customer related and contract based assets representing primarily the long-term time charter
party agreements acquired in connection with the acquisition of the Golar Igloo in March 2014 and Golar Eskimo in January
2015. The intangible asset acquired in connection with the acquisition of the Golar Igloo was amortized over the term of the
contract with KNPC, which expired in December 2019. Accordingly, the intangible asset in connection with the Golar Igloo
was fully amortized and written off as of December 31, 2019. The intangible asset acquired in connection with the acquisition
of the Golar Eskimo is amortized over the term of the contract initially entered into with Jordan for ten years with termination
option after five years expected not to be exercised. Both intangible assets have been assigned a zero residual value. As of
December 31, 2019, there was no impairment of intangible assets.
Amortization expense for the years ended December 31, 2019, 2018 and 2017 was $10.0 million, $12.8 million and $12.9
million respectively.
The estimated future amortization of intangible assets as of December 31, 2019 is as follows:
Year Ending December 31,
(in thousands of $)
2020
2021
2022
2023
2024
2025
Total
9,114
9,114
9,114
9,114
9,114
4,839
50,409
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17. RESTRICTED CASH AND SHORT-TERM DEPOSITS
Our restricted cash balances are as follows:
(in thousands of $)
Methane Princess lease security deposits (see note 22) (1)
Restricted cash relating to the $800 million facility (see note 21) (2)
Restricted cash relating to our interest rate swaps (see note 24)
Restricted cash relating to the NR Satu facility (see notes 5 and 21)
Restricted cash relating to security deposits(3)
Total restricted cash
Less: current portion of restricted cash
Non-current restricted cash
2019
2018
114,676
112,362
23,552
14,810
9,543
19,680
182,261
(46,333)
135,928
30,845
6,480
10,209
12,548
172,444
(31,330)
141,114
Restricted cash does not include minimum consolidated cash balances of $30.0 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).
(1) As of December 31, 2019 and 2018, the value of deposits used to obtain letters of credit to secure the obligations for the lease
arrangements described in note 22 was $114.7 million and $112.4 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 Pound
Sterling LIBOR.
(2) Restricted cash required by the $800 million facility provides additional security to the lenders following the early
termination of the Golar Spirit's charter and amendments to the Golar Freeze's charter. Under the amendments in 2018 to the
$800 million facility, the restricted cash relating to the Golar Freeze was released upon securing an acceptable replacement
charter. The amendments also allow for a stepped reduction in the value of the security deposit for the Golar Spirit. The
security deposit may be applied against Golar Spirit's proportion of the $800 million facility quarterly repayment. The security
deposit will be reduced to $16.5 million in 2020. The security deposit will be fully utilized in 2021 on the final repayment of
the $800 million facility. The security deposit may be released if we are able to enter into a suitable charter for the Golar Spirit.
(3) As of December 31, 2019 and 2018, the value of collateral deposits required to secure performance guarantees issued to
charterers on our behalf by banks was $18.1 million and $12.5 million, respectively. As of December 31, 2019 we held an
outstanding bid bond with one of our charterers with a value of $1.6 million, which will mature in 2020. These security deposits
are also referred to in these financial statements as restricted cash.
18. OTHER NON-CURRENT ASSETS
(in thousands of $)
Other non-current assets
Mark-to-market interest rate swaps valuation (see note 24)
2019
2018
1,494
1,285
2,779
2,342
15,815
18,157
Other non-current assets consist of capitalized commission expenses and lease incentives incurred in connection with the NR
Satu time charter amounting to $1.5 million and $2.2 million as of December 31, 2019 and 2018, respectively. These costs are
amortized over the term of the NR Satu time charter. Amortization expense for each of the years ended December 31, 2019,
2018 and 2017 was $0.7 million, which are recognized mainly under “Voyage and commission expenses” in the statement of
operations.
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19. ACCRUED EXPENSES
(in thousands of $)
Current tax payable
Interest expense
Vessel operating and drydocking expenses
Administrative expenses
2019
2018
9,134
7,036
6,503
778
23,451
12,155
7,887
6,824
363
27,229
Current tax payable includes provision for interest and penalties of $0.2 million and $0.1 million for the years ended
December 31, 2019 and 2018, respectively. Within current tax payable, $0.6 million of tax payable is expected to be recovered
through indemnity clauses relating to past performance of a bareboat charter and operating and services agreement with a
charterer. A corresponding asset has been recognized in ‘Other receivables’ (see note 12).
20. OTHER CURRENT LIABILITIES
(in thousands of $)
Mark-to-market interest rate swaps valuation (see note 24)
Other creditors
Deferred revenue
Guarantee (see note 25)
Preferred units dividend payable (see note 28)
Deferred credits from finance lease transactions (see note 23)
2019
2018
36,167
7,910
7,720
1,772
1,509
625
55,703
8,753
1,410
10,636
2,066
1,543
625
25,033
Other creditors include $7.6 million of withholding and payroll taxes that is expected to be recovered through indemnity clauses
relating to past performance of a bareboat charter and operating and services agreement with a charterer. A corresponding asset
has been recognized in ‘Other receivables’ (see note 12).
21. DEBT
(in thousands of $)
Total debt, net of deferred finance charges
Less: Current portion of long-term debt due to third parties, net of deferred finance charges
Long-term debt, net of deferred finance charges
Our outstanding debt as of December 31, 2019 is repayable as follows:
2019
2018
1,216,933
1,272,350
(225,254)
991,679
(75,451)
1,196,899
Year Ending December 31,
(in thousands of $)
2020
2021
2022
2023
2024
2025 and thereafter
Total debt
Less: deferred finance charges
Total debt, net deferred finance charges
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228,186
793,568
57,431
12,819
12,836
118,104
1,222,944
(6,011)
1,216,933
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As of December 31, 2019 and 2018, the maturity dates for our total debt were as follows:
(in thousands of $)
2015 Norwegian Bonds
$800 million credit facility
2017 Norwegian Bonds
NR Satu Facility
Eskimo SPV Debt*
Total debt
2019
2018
Maturity date
150,000
568,000
250,000
74,113
180,831
150,000
595,000
250,000
88,863
199,237
2020
2021
2021
2022
2025
1,222,944
1,283,100
__________________________________________
* This represents the total loan facility drawn down by the subsidiary of CMBL, which we consider to be a VIE. We determined that we are
the primary beneficiary of this VIE as we are expected to absorb the majority of the VIEs’ losses and residual gains associated with the vessel
sold and leased backed from the subsidiary of CMBL. Accordingly, the VIE and its related loan facilities are consolidated in our results. See
note 2 and note 5.
2015 Norwegian Bonds
In May 2015, we completed the issuance and sale of $150 million aggregate principal amount of five years non-amortizing
bonds in Norway (the “2015 Norwegian Bonds”). The 2015 Norwegian Bonds mature on May 22, 2020 and bear interest at a
rate of LIBOR plus 4.4%. In connection with the issuance of the 2015 Norwegian Bonds, we entered into an economic hedge
interest rate swap arrangement to reduce the risk associated with fluctuations in interest rates by converting the floating rate of
the interest obligation under the 2015 Norwegian Bonds to an all-in fixed rate of 6.275%. Refer to note 30 ‘Subsequent events’
for more information.
$800 million credit facility
In April 2016, we entered into an $800.0 million senior secured credit facility (the “$800 million credit facility”) with a
syndicate of banks to refinance existing financing arrangements secured by seven of our existing vessels. The vessels included
in this facility are the Golar Freeze, the Golar Grand, the Golar Igloo, the Golar Maria, the Golar Spirit and the Golar Winter
and the Methane Princess.
The $800 million credit facility has a five-year term and the initial credit facility consisted of a $650.0 million term loan facility
and a $150.0 million revolving credit facility. The revolving credit facility was reduced by $25.0 million on September 30,
2017. The requirement for the revolving credit facility to be reduced by a further $50.0 million in September 2018 was waived
until maturity. As of December 31, 2019, we had drawn down $125.0 million on the revolving credit facility. The term loan
facility is repayable in quarterly installments with a total final balloon payment of $378.0 million together with any amounts
outstanding under the revolving facility. The $800 million credit facility bears interest at a rate of LIBOR plus a margin of
2.5%. As of December 31, 2019, the balance outstanding under the $800 million credit facility amounted to $568.0 million.
Management is currently exploring various options to obtain the necessary funds to refinance the maturing credit facility. We
have a track record of successfully refinancing our debt requirements and given the strong fundamentals of the underlying
assets (contracted cash flows and existing leverage ratios), we believe that it is probable that we will obtain the necessary
funding to meet our payment obligations under the maturing $800 million credit facility in April 2021.
The facility requires a security deposit to be held for the period of the loan, unless certain conditions are met. These balances
are referred to in these consolidated financial statements as restricted cash. As of December 31, 2019, the value of the restricted
cash deposit secured against the loan was $23.6 million. See note 17.
2017 Norwegian Bonds
On February 15, 2017, we completed the issuance and sale of $250.0 million aggregate principal amount of our 2017
Norwegian Bonds (the “2017 Norwegian Bonds”) which will mature in May 2021 and bear interest at a rate of 3-month LIBOR
plus 6.25%. In connection with the issuance of the 2017 Norwegian Bonds, we entered into economic hedge interest rate swaps
to reduce the risk associated with fluctuations in interest rates by converting the floating rate of the interest obligation under the
2017 Norwegian Bonds to an all-in interest rate of 8.194%. The 2017 Norwegian Bonds were listed on the Oslo Bors in July
2017. Refer to note 30 ‘Subsequent events’ for more information.
NR Satu Facility
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In December 2012, PTGI, the company that owns and operates the NR Satu, entered into a seven year $175.0 million secured
loan facility (or the NR Satu Facility). The NR Satu Facility was split into two tranches, a $155.0 million term loan facility and
a $20.0 million revolving facility. The facility was with a syndicate of banks and bore interest at LIBOR plus a margin of 3.5%.
The loan was payable on a quarterly basis with a final balloon payment of $52.5 million due in November 2019.
In March 2018, the NR Satu facility was extinguished and subsequently refinanced with Sumitomo Mitsui Banking Corporation
("SMBC") under a new loan facility (the "New NR Satu Facility") which bears interest at LIBOR plus margin of 2.35%. The
New NR Satu Facility is split into two tranches, a $155.0 million term loan facility and a $20.0 million revolving facility. The
maturity of the New NR Satu Facility was extended to the earliest to occur of (i) November 30, 2022; (ii) the expiration date of
the NR Satu Charter; or (iii) when all the amounts outstanding under the New NR Satu Facility have been repaid. The New NR
Satu facility is payable on a quarterly basis with a final balloon payment upon maturity.
As of December 31, 2019, the balance outstanding under the New NR Satu facility was $74.1 million. The 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, 2019, the value of the restricted cash deposit secured against the
loan was $9.5 million. See note 17.
Eskimo SPV Debt
In November 2015, we entered into a sale and leaseback transaction pursuant to which we sold the Golar Eskimo to Eskimo
SPV, a subsidiary of CMBL, and leased back the vessel under a bareboat charter for a monthly hire rate. In November 2015,
Eskimo SPV, which is the legal owner of the Golar Eskimo, entered into a long-term loan facility (the “Eskimo SPV Debt”).
The facility bears interest at a rate of LIBOR plus a margin. See note 5.
Debt and lease restrictions
As of December 31, 2019, we were in compliance with all covenants under our existing debt and lease agreements.
Our debt arrangements contain certain operating and financing restrictions and covenants that require: (a) the Partnership to
maintain a minimum level of liquidity of $30 million and consolidated net worth between ranges $123.95 million and $250
million, (b) the Partnership to maintain a minimum EBITDA to debt service ratio of 1.15:1, (c) the Partnership to not exceed a
maximum net debt to EBITDA ratio of 6.5:1, (d) the Partnership to maintain a minimum percentage of the vessel values over
the relevant outstanding loan facility balances of 110%, (e) certain of the Partnership’s subsidiary to maintain a minimum debt
service coverage of 1.10:1, (f) the Partnership to maintain the listing and quotation of the 2015 and 2017 Norwegian bonds on
the Oslo Bors and (g) ensure the common units remain listed on the NASDAQ or other recognized stock exchange.
22. OBLIGATION UNDER FINANCE LEASE
(in thousands of $)
Total obligation under finance lease
Less: current portion of obligation under finance lease
Non-current portion of obligation under finance lease
2019
2018
122,779
(1,990)
120,789
119,683
(1,564)
118,119
As of December 31, 2019 and 2018, we operated one vessel under a finance lease.
The leasing transaction, which occurred in August 2003, was in relation to the Methane Princess. We novated the Methane
Princess 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, the Golar Spirit and the Golar Grand. 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.
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As of December 31, 2019, we are committed to make quarterly minimum finance lease payments (including interest), as
follows:
Year ending December 31,
(in thousands of $)
2020
2021
2022
2023
2024 and thereafter
Total minimum lease payments
Less: Imputed interest
Present value of minimum lease payments
Methane
Princess Lease
8,353
8,678
9,007
9,343
155,264
190,645
(67,866)
122,779
The interest element of the lease rentals is accrued at a floating rate based upon Pound Sterling LIBOR.
We determined that the entity that owned the Methane Princess was a variable interest entity in which we have a variable
interest and are the primary beneficiary. Upon the initial transfer of the Methane Princess to the financial institution, we
measured the subsequently leased vessel at the same amount as if the transfer had not occurred, which was cost less
accumulated depreciation at the time of transfer.
23. OTHER NON-CURRENT LIABILITIES
(in thousands of $)
Deferred tax liability (see note 8)
Guarantee (see note 25)
Deferred credits from finance lease transactions
Deferred credits from finance lease transactions
(in thousands of $)
Deferred credits from finance lease transactions
Less: Accumulated amortization
Current
Non-current
2019
2018
10,643
6,504
14,149
31,296
7,126
8,275
14,774
30,175
2019
2018
24,691
(9,917)
14,774
625
14,149
14,774
24,691
(9,292)
15,399
625
14,774
15,399
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.
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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. 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 finance 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 other financial items, net, 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 Ended
Notional Amount
Maturity
Dates
Fixed Interest
Rate
Receiving floating, pay fixed
December 31, 2019
1,557,834
2020 to 2026
1.12 % to 2.90%
Receiving floating, pay fixed
December 31, 2018
1,783,325
2019 to 2026
1.07 % to 2.90%
Interest swaps with a notional value of $146.6 million matured during the year ended December 31, 2019.
We entered into new interest rate swaps with a notional value of $637.2 million, restructured an existing interest rate swap with
a notional value of $100.0 million, and terminated swaps with a notional value of $122.5 million during the year ended
December 31, 2018.
Foreign currency risk
For the periods reported, the majority of our 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 finance lease obligation and related restricted cash deposit are denominated in Pound Sterling. There is a
risk that currency fluctuations will have a negative effect on the value of our cash flows.
A net foreign exchange loss of $0.9 million, gain of $1.1 million and loss of $0.7 million arose in the years ended December 31,
2019, 2018 and 2017, respectively. The net foreign exchange loss of $0.9 million that arose in the year ended December 31,
2019 was a result of the retranslation of our finance lease obligations and the cash deposits securing those obligations.
As of December 31, 2019, and 2018 we had no foreign currency forward contracts.
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. We do not have any level 3
financial instruments.
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The carrying value and estimated fair value of our financial instruments at December 31, 2019 and 2018 are as follows:
(in thousands of $)
Non-Derivatives:
Cash and cash equivalents
Restricted cash and short-term deposits
2015 and 2017 Norwegian Bonds(1)
Long-term debt—floating(2)
Obligation under finance lease(2)
Derivatives:
Interest rate swaps asset(3)
Interest rate swaps liability(3)
Fair Value
Hierarchy
2019
Carrying
Value
2019 Fair
Value
2018
Carrying
Value
2018 Fair
Value
Level 1
Level 1
Level 1
Level 2
Level 2
Level 2
Level 2
47,661
182,261
400,000
822,944
122,779
47,661
182,261
394,715
822,944
122,779
96,648
172,444
400,000
883,100
119,683
96,648
172,444
396,843
883,100
119,683
1,285
36,167
1,285
36,167
17,617
8,753
17,617
8,753
1.
This pertains to bonds with a combined carrying value of $400.0 million as of December 31, 2019 (2018: $400.0 million) which is
included under long-term debt on the balance sheet. The fair value of the bonds as of December 31, 2019 was $394.7 million (2018:
$396.8 million), which represents 98.7% (2018: 99.2%) of their face value.
2. Our debt and finance lease obligation are recorded at amortized cost in the consolidated balance sheets. Debt is presented in the above
table, gross of deferred financing cost of $6.0 million as of December 31, 2019 (2018: $10.8 million).
3. Derivative liabilities are captured within other current liabilities and derivative assets are captured within other current and non-current
assets on the consolidated balance sheet.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument.
The carrying values of trade accounts receivable, accounts payable, accrued liabilities and working capital facilities
approximate fair values because of the short-term maturity of these instruments.
The carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value.
The estimated fair value for restricted cash and short-term deposits is considered to be equal to the carrying value since they are
placed for periods of less than six months. The estimated fair value for long-term restricted cash is considered to be equal to the
carrying value since it bears variable interest rates which are reset on a quarterly basis.
The estimated fair value of our 2015 Norwegian Bonds and 2017 Norwegian Bonds, are based on the quoted market price as of
the balance sheet date.
The estimated fair value of our floating long-term debt is considered to be equal to the carrying value since it bears variable
interest rates, which are reset on a quarterly basis.
The estimated fair value of long-term obligations under finance lease is considered to be equal to the carrying value since it
bears interest at a variable interest rate, which is reset on a quarterly basis.
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 "(Losses)/gains on derivative
instruments” (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
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balance of derivatives on a net basis, the amounts presented in our consolidated balance sheets as of December 31, 2019 and
2018 would be adjusted as detailed in the following table:
December 31, 2019
Gross amounts
not offset in the
consolidated
balance sheet
subject to
netting
agreements
Gross amounts
presented in the
consolidated
balance sheet
1,285
36,167
(1,029)
(1,029)
December 31, 2018
Gross amounts
not offset in the
consolidated
balance sheet
subject to
netting
agreements
Gross amounts
presented in the
consolidated
balance sheet
17,617
8,753
(3,281)
(3,281)
Net amount
256
35,138
Net amount
14,336
5,472
(in thousands of $)
Total asset derivatives
Total liability derivatives
Under one of our interest rate swaps we were required to provide initial cash collateral of $2.5 million and to subsequently post
additional cash collateral that corresponds to any further unrealized loss. As at December 31, 2019, cash collateral amounting to
$14.8 million has been provided (see note 17).
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 credit risk
The maximum exposure to credit risk is the carrying value of cash and cash equivalents, restricted cash and short-term deposits,
trade accounts receivable, other receivables and amounts due from related parties. In respect of cash and cash equivalents,
restricted cash and short-term deposits, credit risk lies with Nordea Bank Finland plc, Citibank, DNB Bank ASA, Santander UK
plc, Sumitomo Mitsui Banking Corporation, Standard Chartered plc, Skandinaviska Enskilda Banken AB (publ), and China
Merchants Bank Co., Ltd. However, we believe this risk is remote, as they are established and reputable establishments with no
prior history of default.
During the year ended December 31, 2019, nine charterers accounted for the majority of our operating revenues. We consider
the credit risk of these customers to be low. See note 6.
25. RELATED PARTY TRANSACTIONS
Transactions with related parties:
(in thousands of $)
Transactions with Golar and affiliates:
Time charter revenues (a)
Management and administrative services fees (b)
Ship management fees (c)
Interest expense on short-term loans (d)
Share options expense (e)
Income on deposits paid to Golar (f)
Distributions with Golar, net (g)
Transactions with others:
2019
2018
2017
—
(9,645)
(4,460)
(109)
—
—
(19,291)
—
(9,809)
(5,200)
—
—
4,779
(42,842)
17,423
(7,762)
(5,903)
—
(228)
4,622
(52,255)
Dividends to China Petroleum Corporation (h)
—
—
(7,000)
Amounts due from/(to) related parties:
As of December 31, 2019 and 2018, balances with related parties consisted of the following:
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(in thousands of $)
Balances due from/(to) Golar and its affiliates (d)
Methane Princess lease security deposit movements (i)
2019
2018
2,845
2,253
5,098
(4,091)
2,854
(1,237)
(a) Time charter revenues - In connection with our acquisition of the Golar Grand in November 2012, Golar provided us with
an option pursuant to which in the event that the charterer did not renew or extend its charter for the Golar Grand beyond
February 2015, we could require Golar to charter the vessel through to November 2017 at approximately 75% of the hire rate
that would have been payable by the charterer. In February 2015, we exercised this option. In May 2017, Golar Grand started
its new charter with a major international oil and gas company (the “New Grand Charter”). We sub-chartered back the Golar
Grand from Golar at the same time charter rate as the New Grand Charter. The daily time charter rate receivable from Golar
under the option had reverted back to the original rate following the vessel's drydocking in April 2017 but was reduced by the
sub-charter income under the New Grand Charter. Following the cessation of the arrangement in November 2017, we earned
$17.4 million in relation to this charter for year ended December 31, 2017.
(b) Management and administrative services fees - We are party to 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.
(c) Ship management fees - Golar and certain of its subsidiaries charged vessel 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 subsidiaries of Golar, including Golar
Management. We may terminate these agreements by providing 30 days’ written notice.
(d) Interest expense on short-term loan, balances due from/(to)Golar and its affiliates - Receivables and payables with Golar
and its affiliates primarily comprise of unpaid fees and expenses for management and administrative services and vessel
management services performed by Golar and its affiliates, dividends due in respect of the Hilli Common Units, and other
related party arrangements, including the Hilli Acquisition. 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. Balances
due from and to Golar and its subsidiaries are unsecured, interest-free and intended to be settled in the ordinary course of
business. In November 2019, we borrowed $15.0 million from Golar, with the loan bearing interest at a rate of LIBOR plus
5.0%. We repaid the loan in full, including interest of $0.1 million, on December 30, 2019.
The movement in the net balance due to Golar and its affiliates as of December 31, 2019 is mainly attributable to the settlement
of the outstanding amount due to Golar in relation to the Hilli Acquisition.
(e) Share options expense - This relates to a recharge from Golar in relation to the award of 29,950 (with an exercise price of
$23.50 at grant date) and 45,000 (with an exercise price of $56.70 at grant date) share options in Golar LNG granted to certain
of our directors and officers. The exercise price is reduced by the value of dividends declared and paid. They have a contractual
term of five years and vest evenly over three years.
(f) Income on deposits paid to Golar - In May 2016, we completed the Tundra Acquisition and paid total cash purchase
consideration of $107.2 million. In May 2017, we elected to exercise our right (the "Tundra Put Right") under the Tundra Letter
Agreement to require Golar to repurchase Tundra Corp at a price equal to the original purchase price. In connection with the
exercise of the Tundra Put Right, we and Golar entered into an agreement pursuant to which we agreed to sell Tundra Corp to
Golar on the date of the closing of the Tundra Put Sale on October 17, 2017 in return for Golar's promise to pay an amount
equal to $107.2 million (the “Deferred Purchase Price”) plus an additional amount equal to 5% per annum of the Deferred
Purchase Price (the “Additional Amount”). The Deferred Purchase Price and the Additional Amount were applied to the net
purchase price of the Hilli Acquisition on July 12, 2018. We received under the Tundra Letter Agreement $2.2 million as
interest income for the year ended December 31, 2017.
On August 15, 2017, Golar Partners Operating LLC, our wholly owned subsidiary, entered into a purchase and sale agreement
(the “Hilli Purchase Agreement”) for the Hilli Acquisition. Concurrently with the execution of the Hilli Purchase Agreement,
we paid a $70 million deposit to Golar, upon which we received interest at a rate of 5% per annum. We have accounted for $nil,
$4.8 million, and $2.4 million as interest income for the years ended December 31, 2019, 2018 and 2017 on the Deferred
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Purchase Price and $70 million deposit. We applied the deposit and interest accrued to the net purchase price on July 12, 2018,
upon completion of the Hilli Acquisition.
(g) Distributions with Golar, net - We have declared and paid quarterly distributions totaling $36.8 million, $48.4 million, and
$52.3 million to Golar for each of the years ended December 31, 2019, 2018 and 2017, respectively in respect of the Common
Units and General Partner units owned by it.
During the years ended December 31, 2019 and 2018, Hilli LLC declared quarterly distributions totaling $17.5 million and $5.6
million, in respect of the Hilli Common Units owned by us. As of December 31, 2019 and 2018, we have a dividend receivable
of $4.5 million and $3.6 million, respectively.
(h) Dividends to China Petroleum Corporation - During the years ended December 31, 2019, 2018, and 2017, Faraway
Maritime Shipping Co., which is 60% owned by us and 40% owned by China Petroleum Corporation (“CPC”), paid total
dividends to CPC of $nil, $nil and $7.0 million, respectively, as the Golar Mazo charter expired in December 2017.
(i) 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.
Other transactions
Agency agreement with PT Pesona Sentra Utama (or PT Pesona) - PT Pesona, an Indonesian company owns 51% of the issued
share capital in our subsidiary, PTGI, the owner and operator of NR Satu, and provides agency and local representation services
for us with respect to NR Satu. During the years ended December 31, 2019, 2018, and 2017, PT Pesona received an agency fee
of $0.5 million, $0.9 million and $0.5 million, respectively. PT Pesona and certain of its subsidiaries also charged vessel
management fees to us for the provision of technical and commercial management of the vessels amounting to $0.2 million for
each of the years ended December 31, 2019, 2018, and 2017.
Acquisitions from Golar
As described in note (f) above, on July 12, 2018, we purchased 50.0% of the Hilli Common Units from Golar, affiliates of
Keppel and B&V. See note 10.
Omnibus Agreement
In connection with our IPO in April 2011, we entered into an Omnibus Agreement with Golar, Golar GP LLC (our “General
Partner”) and others governing, among others:
•
•
•
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.
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. See note 26.
Golar Tundra financing related guarantees
In November 2015, Tundra Corp sold the Golar Tundra to a subsidiary of CMBL (“Tundra SPV”) for $254.6 million and
subsequently leased back the vessel under a bareboat charter (the “Tundra Lease”). In connection with the Tundra Lease, Golar
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is a party to a guarantee in favor of Tundra SPV, pursuant to which, in the event that Tundra Corp (a subsidiary of Golar) is in
default of its obligations under the Tundra Lease, Golar, as the primary guarantor, will settle any liabilities due within five
business days. In addition, we are also party to a further guarantee (the "Tundra Guarantee"), pursuant to which, in the event
Golar is unable to satisfy its obligations as the primary guarantor, Tundra SPV may recover from us, as the deficiency
guarantor. Under a separate side agreement, Golar has agreed to indemnify us for any costs incurred in our capacity as the
deficiency guarantor.
Hilli guarantees (in connection with the Hilli Acquisition)
(i) Debt
Hilli Corp is a party to a Memorandum of Agreement, dated September 9, 2015, with Fortune Lianjiang Shipping S.A., a
subsidiary of China State Shipbuilding Corporation (“Fortune”), pursuant to which Hilli Corp has sold to and leased back from
Fortune the Hilli under a 10-year bareboat charter agreement (the “Hilli Facility”). The Hilli Facility provided for post-
construction financing for the Hilli in the amount of $960 million. Under the Hilli Facility, Hilli Corp will pay to Fortune forty
consecutive equal quarterly repayments of 1.375% of the construction cost, plus interest based on LIBOR plus a margin of
3.95%. In connection with the closing of the Hilli Acquisition, we agreed to provide a several guarantee (the “Partnership
Guarantee”) of 50% of the outstanding principal and interest amounts payable by Hilli Corp under the Hilli Facility pursuant to
a Deed of Amendment, Restatement and Accession relating to a guarantee between Golar, Fortune and us dated July 12, 2018.
We entered into a $480.0 million interest rate swap in relation to our proportionate share of the obligation under the Hilli
Facility.
(ii) Letter of credit
On November 28, 2018, we entered into an agreement to guarantee (the "LOC Guarantee") the letter of credit issued by a
financial institution in the event of Hilli Corp’s underperformance or non-performance under the LTA. Under the LOC
Guarantee, we are severally liable for any outstanding amounts that are payable, based on the percentage ownership that Golar
holds in us, multiplied by our percentage ownership in Hilli Common Units.
Pursuant to the Partnership Guarantee and the LOC Guarantee, we are required to comply with the following covenants and
ratios:
•
•
•
free liquid assets of at least $30 million throughout the Hilli Facility period;
a maximum net debt to EBITDA ratio for the previous 12 months of 6.5:1; and
a consolidated tangible net worth of $123.95 million.
As of December 31, 2019, the amount we have guaranteed under the Partnership Guarantee and the LOC Guarantee is $422.3
million (2018: $455.3 million), and the fair value of debt guarantee after amortization, presented under “Other current
liabilities” and “Other non-current liabilities” in our consolidated balance sheet, amounted to $1.8 million and $6.5 million,
respectively. As at December 31, 2019, we are in compliance with the covenants and ratios for both Hilli guarantees.
Operating expense reimbursement
Pursuant to the Hilli Purchase Agreement, we agreed to reimburse Golar, Keppel and B&V for (a) 50% of the amount, if any,
by which Operating Expenses (as defined below) are less than $32.4 million per year and (b) 50% of the amount, if any, by
which withholding taxes on Operating Expense payments are less than $4.2 million per year, for a period of eight years
commencing on the Closing Date, up to a maximum amount of $20 million in the aggregate. Golar, Keppel and B&V have
agreed, for a period of eight years commencing on the closing date of the Hilli Acquisition, to reimburse us for (a) 50% of the
amount, if any, by which Operating Expenses are greater than $39.5 million per year and (b) 50% of the amount, if any, by
which withholding taxes on Operating Expense payments are greater than $5.2 million per year, up to a maximum amount of
$20 million in the aggregate. “Operating Expenses” means, all expenditures made by Hilli LLC and its subsidiaries, including
vessel operating expenses, taxes, maintenance expenses and employee compensation and benefits, and capital expenditures, but
exclude withholding taxes thereon. Included within the Hilli LLC declared distributions for the year ended December 31, 2019
is $2.2 million of reimbursements from Golar, Keppel and B&V for Operating Expenses.
Exchange of Incentive Distribution Rights ("IDRs")
Pursuant to the terms of the Exchange Agreement by and between the Partnership, Golar and our General Partner, Golar and
our General Partner exchanged all of their IDRs in the Partnership (see note 28).
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26. OTHER COMMITMENTS AND CONTINGENCIES
Assets pledged
(in thousands of $)
Carrying value of vessels and equipment secured against long-term loans and finance leases
2019
2018
1,350,301
1,517,297
Carrying value of investment in leased vessel, net secured against long-term loans and
finance leases
114,137
1,464,438
—
1,517,297
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 premium on the
members.
Tax lease benefits
As of December 31, 2019, we have one 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, 2019,
there was a net accrued gain of approximately $1.2 million (2018: $2.1 million).
Under the terms of the leasing arrangement, the benefits are derived primarily from the tax depreciation assumed to be available
to the lessor as a result of their investment in the vessel. As is typical in these leasing arrangements, as the lessee we are
obligated to maintain the lessor’s after-tax margin. Accordingly, in the event of any adverse tax changes or a successful
challenge by the Her Majesty's Revenue and Customs (the “HMRC”), the UK tax authorities, with regard to the initial tax basis
of the transactions, or in the event of an early termination of the Methane Princess lease or in relation to the other vessels
previously financed by UK tax leases, we may be required to make additional payments principally to the applicable UK vessel
lessor. We would be required to return all, or a portion of, or in certain circumstances significantly more than the upfront cash
benefits that Golar received in respect of the applicable lease financing transaction. Furthermore, the lessor of the Methane
Princess has a second priority security interest in the Methane Princess, the Golar Spirit and the Golar Grand. 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 “Restricted Cash” to our consolidated
financial statements.
HMRC has been challenging the use of similar tax lease structures and has been engaged in litigation of a test case for some
years. In August 2015, following an appeal to the Court of Appeal by the HMRC which set aside previous judgments in favor
of the tax payer, the First Tier Tribunal (UK court) ruled in favor of HMRC. The judgments of the First Tier Tribunal do not
create binding precedent for other UK court decisions and therefore the ruling in favor of HMRC is not binding in the context
of our structures. Further, we consider there are differences in the fact pattern and structure between this case and our leasing
arrangements and therefore is not necessarily indicative of any outcome should HMRC challenge us, and we believe that our
fact pattern is sufficiently different to succeed if we are challenged by HMRC. HMRC have written to our lessor to indicate that
they believe the Methane Princess lease may be similar to the case noted above. We have reviewed the details of the case and
the basis of the judgment with our legal and tax advisers to ascertain what impact, if any, the judgment may have on us and the
possible range of exposure has been estimated at approximately $nil to $32.0 million (£24.0 million). Golar's discussions with
HMRC on this matter have concluded without agreement and, in January 2020, Golar received a closure notice to the inquiry,
which states the basis of HMRC’s position. In December 2019, in conjunction with the lessor, Golar obtained supplementary
legal advice confirming Golar's position, and consequently a notice of appeal against the closure notice was submitted to
HMRC. We remain confident of our position, however given the complexity of these discussions it is impossible to quantify the
reasonably possible loss, and we continue to estimate the possible range of exposures as set out above. However, under the
indemnity provisions of the Omnibus Agreement, Golar has agreed to indemnify us against any liabilities incurred as a
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consequence of a successful challenge by the UK Revenue Authorities with regard to the initial tax basis of the Methane
Princess lease and in relation to other vessels previously financed by UK tax leases.
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. A
provision will be recognized in the financial statements only where we believe that a liability will be probable and for which the
amounts are reasonably estimable, based upon the facts known prior to the issuance of the financial statements.
In November and December 2015, the Indonesian tax authorities issued letters to our subsidiary, PTGI (see note 5), to, among
other things, revoke a previously granted VAT importation waiver in the approximate amount of $24.0 million for the NR Satu.
In April 2016, PTGI initiated an action in the Indonesian tax court to dispute the waiver cancellation. The final hearing took
place in June 2016 and we received the verdict of the Tax Court in November 2017, which rejected PTGI’s claim. In February
2018, PTGI filed a Judicial Review with the Supreme Court of Indonesia, but in December 2018, the Supreme Court of
Indonesia ruled against PTGI with regards the validity of waiver cancellation. However, we do not believe it probable that a
liability exists as a result of this ruling, as no Tax Underpayment Assessment Notice has been received within the statute of
limitations period. Should we receive such notice from the tax authorities, we intend to challenge the legality of the assessment.
In any event, we believe PTGI will be indemnified by PTNR for any VAT liability as well as related interest and penalties
under our time charter party agreement entered into with them.
In December 2019, the Indonesian tax authorities issued tax assessments for land & buildings tax to our subsidiary, PTGI for
the years 2015 to 2019 inclusive in relation to the NR Satu, for the amount of $3.5 million. We have subsequently paid the tax
assessed to the tax authorities during January 2020 to avoid further penalties. However, we intend to appeal against the
assessments for the land & buildings tax and we believe we have reasonable grounds for success, on the basis of no precedent
set from past case law and new legislation effective prospectively from January 1, 2020, that now specifically lists FSRUs as
being an object liable to land & buildings tax, when it previously did not.
27. UNIT-BASED COMPENSATION
The Golar LNG Partners LP Long Term Incentive Plan (the “GMLP LTIP”) was adopted by our board of directors, effective as
of May 30, 2016. The maximum aggregate number of common units that may be delivered pursuant to any and all awards
under the GMLP LTIP shall not exceed 500,000 common units, subject to adjustment due to recapitalization or reorganization
as provided under the GMLP LTIP. The GMLP LTIP allows for grants of (i) unit options, (ii) unit appreciation rights, (iii)
restricted unit awards, which may include tandem unit distribution rights, (iv) phantom units, (v) unit awards, (vi) other unit-
based awards, (vii) cash awards, (viii) distribution equivalent rights (whether granted alone or in tandem with another award,
other than a restricted Unit or Unit award), (ix) substitute awards and (x) performance-based awards. Either authorized unissued
shares or treasury shares (if there are any) in the Partnership may be used to satisfy exercised options.
As of December 31, 2019, 99,000 options to purchase common units had been awarded to our directors and management under
the GMLP LTIP. There were no options awarded in the year ended December 31, 2019.
The options had an exercise price of $20.55 per unit, representing the closing price of the common units on November 17,
2016, the grant date, and a contractual term of five years. The exercise price will be adjusted for each time we pay distributions.
One third of the options vested in November 2017, the second third vested in November 2018 and the final third vested in
November 2019.
The fair value of each option award is estimated on the grant date or modification date using the Black-Scholes option pricing
model based on the following assumptions as of the grant date.
Risk free interest rate
Expected volatility of common units(1)
Expected dividend yield(2)
Expected life of options (in years)
2017
1.5 %
44.8 %
0.0 %
5.0 years
(1) The assumption for expected future volatility is based primarily on an analysis of historical volatility of our common units.
(2) The dividend yield has been estimated at 0.0% as the exercise price of the options are reduced by the value of distributions, declared and paid on a per unit
basis.
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A summary of option activity for the years ended December 31, 2019, 2018 and 2017 is presented below:
(in thousands of $, except per unit data)
Options outstanding at December 31, 2018
Options outstanding at December 31, 2019
Options exercisable at:
Units
(in '000s)
Weighted
average exercise
price
99
99
$
$
16.10
14.49
December 31, 2019
December 31, 2018
99
66 $
14.49
16.10
(in thousands of $)
Fair value of unit options which fully vested in the year
Compensation cost recognized in the consolidated statement of operations
Year ended December 31
2019
233
207
2018
233
234
Weighted
average
remaining
contractual term
(years)
2.9
1.9
1.9
2.9
2017
233
238
As at December 31, 2019, the intrinsic value of unit options that were both outstanding and exercisable was $nil, as the exercise
price was higher than the market value of the common units underlying the options at year end (2018: $nil).
As of December 31, 2019, there is no unrecognized compensation cost relating to unit options outstanding.
28. EQUITY
At December 31, 2019, a total of 69.4% (2018: 69.4%) of the Partnership's common units outstanding were held by the public.
The remaining common units were held by Golar and the 2.0% general partner interest was held by our General Partner. All of
the Partnership's outstanding Series A Cumulative Redeemable Preferred Units (the “Series A Preferred Units”) are held by the
public.
Rights and Obligations of Partnership Units
•
•
•
Common units. Common units represent limited partner interests in us. Each outstanding common unit is entitled to
one vote on matters subject to a vote of common unitholders. However, if at any time, any person or group owns
beneficially more than 4.9% or more of any class of units outstanding, any such units owned by that person or group in
excess of 4.9% may not be voted (except for purposes of nominating a person for election to our Board). The voting
rights of any such common unitholder in excess of 4.9% will effectively be redistributed pro rata among the other
common unitholders holding less than 4.9% of the voting power of such class of units. The General Partner, its
affiliates and persons who acquired common units with the prior approval of the Board will not be subject to this 4.9%
limit except with respect to voting their common units in the election of the four elected directors.
General partner units. There is a limitation on the transferability of the general partner interest such that the General
Partner may not transfer all or any part of its general partner interest to another person (except to an affiliate of the
General Partner or another entity as part of the merger or consolidation of the General Partner with or into another
entity or the transfer by the General Partner of all or substantially all of its assets to another entity) prior to March 31,
2021 without the approval of the holders of at least a majority of the outstanding common units, excluding common
units held by the General Partner and its affiliates. The general partner units are not entitled to vote in the election of
the four elected directors. However, subject to the rights of the holders of Series A Preferred Units in certain instances,
the General Partner in its sole discretion appoints three of the seven members of the Board.
IDRs. The IDRs are non-voting and represent rights to receive an increasing percentage of quarterly distributions of
available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have
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been achieved (see note 29). Pursuant to the partnership agreement, the IDRs are transferable without unitholder
approval.
•
Series A Preferred Units. The Series A Preferred Units represent perpetual equity interests in us and, unlike our
indebtedness, will not give rise to a claim for payment of a principal amount at a particular date. Series A Preferred
Units have the voting rights described below under “Series A Preferred Units”. The Series A Preferred Units have
preferential distribution rights to our common units and rank junior to all of our indebtedness as set forth below.
For additional information regarding the common units, general partner units, IDRs and Series A Preferred Units, please see
our Registration Statement on Form 8-A/A filed on November 13, 2017.
Equity Issuances
The following table shows the movement in the number of preferred units, common units, and general partner units during the
years ended December 31, 2019, 2018 and 2017:
(in units)
December 31, 2016
February 2017 common unit offering
October 2017 preferred units offering
November 2017 earn-out units conversion (1st tranche)
During 2017 Common Unit ATM Program
December 31, 2017
January 2018 Common Unit ATM Program
During 2018 unit repurchase program
December 31, 2018
August 2019 unit repurchase program
December 31, 2019
Preferred Units
Common Units
GP Units
—
—
5,520,000
—
—
64,073,291
5,175,000
—
374,295
145,675
1,318,517
94,714
—
7,639
2,973
5,520,000
69,768,261
1,423,843
—
—
617,969
(930,866)
12,548
—
5,520,000
69,455,364
1,436,391
—
(153,728)
—
5,520,000
69,301,636
1,436,391
In March 2018, our Board approved a common unit repurchase program of up to $25.0 million of our outstanding common
units in the open market over a two-year period and subsequently increased the common unit repurchase program to $50
million in December 2018. During 2019, we repurchased a total of 153,728 common units (2018: 930,866 common units) under
the common unit repurchase program for an aggregate cost of $1.6 million (2018: $14.0 million). In accordance with the
provisions of the partnership agreement, all common units repurchased are deemed canceled and not outstanding, with
immediate effect.
In September 2017, we entered into an equity distribution agreement with a sales agent pursuant to which we may, from time to
time issue common units with an aggregate offering price of up to $150 million (the “Common Unit ATM Program”). During
2017 and 2018, we sold a total of 763,644 common units under the Common Unit ATM program, at an average gross sales
price of $23.08 per unit, for which we received $17.4 million of net proceeds. In connection with such sales, our General
Partner purchased 15,521 general partner units at an average price of $23.08 per unit, for which we received an additional $0.4
million of proceeds.
Exchange of Incentive Distribution Rights
On October 19, 2016 (the “IDR Exchange Closing Date”), pursuant to the terms of an Exchange Agreement (the “Exchange
Agreement”), dated as of October 13, 2016, by and between the Partnership, Golar and our General Partner. Golar and our
General Partner exchanged all of their incentive distribution rights in the Partnership (“Old IDRs”) for (i) the issuance by us on
the IDR Exchange Closing Date of a new class of incentive distribution rights in the Partnership (“New IDRs”), (ii) an
aggregate of 2,994,364 additional common units and an aggregate of 61,109 additional general partner units and (iii) the
issuance in the future of an aggregate of up to 748,592 additional common units and up to 15,278 additional general partner
units (collectively, the “Earn-Out Units”) that may be issued subject to certain conditions described below. The new IDRs result
in the minimum distribution level increasing from $0.3850 per common unit to $0.5775 per common unit. The fair value of the
Old IDRs was not materially different to the fair value of all of the newly issued instruments.
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On the IDR Exchange Closing Date (i) the Old IDRs were exchanged by Golar and the General Partner and canceled by us, (ii)
100% of the New IDRs were issued to the General Partner and Golar, (iii) 2,425,435 and 568,929 additional common units
were issued to the General Partner and Golar, respectively, and (iv) 61,109 general partner units were issued to the General
Partner.
As of November 14, 2017 we had paid a distribution of available cash from operating surplus pursuant to the terms of our
Second Amended and Restated Partnership Agreement, on each of the outstanding common units equal to or greater than
$0.5775 per common unit in respect of each of the quarterly periods ended December 31, 2016, March 31, 2017, June 30, 2017
and September 30, 2017. Accordingly, we issued 50% of the Earn-Out Units - 374,295 common units and 7,639 general partner
units to Golar and the General Partner, respectively.
On October 24, 2018, we declared a reduced quarterly distribution of $0.4042 per common unit in respect of the quarterly
period ended September 30, 2018. Consequently, we did not meet the requirement to pay a distribution of available cash from
operating surplus on each of the outstanding common units equal to or greater than $0.5775 per common unit in respect of each
of the quarterly periods ended December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018. The remaining
50% of the Earn-Out Units were not issued.
In relation to our IDR reset transaction, we accounted for this as a modification of the Old IDRs and determined that the earn-
out units met the definition of a derivative. Accordingly, the overall effect of the transaction was (i) reclassification of the initial
fair value of the derivative from equity to current liabilities of $15.0 million; (ii) reallocation between unitholders within equity
due to the recognition of the incremental fair value of the modification and fair values of newly issued instruments and resulting
deemed distribution.
We recognized in 2017, a mark-to-market gain of $7.4 million reducing the fair value of the Earn-Out Units derivative to $nil.
The issuance of the first 50% of the earn-out units valued at $8.0 million was transferred to equity in November 2017 (see note
24).
Series A Preferred Units
Our 8.75% Series A Cumulative Redeemable Preferred Units are listed on the Nasdaq Global Market under the symbol
“GMLPP”.
On October 31, 2017 we sold in a registered public offering 5,520,000 of our Series A Preferred Units, liquidation preference
$25.00 per unit. We raised proceeds, net of the underwriters discounts and offering fees, of $133.0 million.
The Series A Preferred Units rank:
•
•
•
•
senior to our common units and to each other class or series of limited partner interests or other equity securities
established after the original issue date of the Series A Preferred Units that is not expressly made senior to or on parity
with the Series A Preferred Units as to the payment of distributions and amounts payable upon liquidation, dissolution
or winding up, whether voluntary or involuntary (“Junior Securities”);
pari passu with any class or series of limited partner interests or other equity securities established after the original
issue date of the Series A Preferred Units with terms expressly providing that such class or series ranks on a parity
with the Series A Preferred Units as to the payment of distributions and amounts payable upon liquidation, dissolution
or winding up, whether voluntary or involuntary (“Parity Securities”);
junior to all of our indebtedness and other liabilities with respect to assets available to satisfy claims against us; and
junior to each other class or series of limited partner interests or other equity securities expressly made senior to the
Series A Preferred Units as to the payment of distributions and amounts payable upon liquidation, dissolution or
winding up, whether voluntary or involuntary (“Senior Securities”). The Series A Preferred Units have no conversion
or exchange rights and are not subject to any pre-emptive rights.
Distributions on the Series A Preferred Units are payable out of amounts legally available therefor at a rate equal to 8.75% per
annum of the stated liquidation preference. Distributions are payable quarterly in arrears on the 15th day of February, May,
August and November of each year, when, as and if declared by our Board. The first distribution on the Series A Preferred
Units was paid on February 15, 2018 in an amount equal to $0.63802 per unit, representing accumulated distributions from
October 31, 2017, the original issuance date of the Series A Preferred Units, through February 14, 2018.
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The Series A Preferred Units generally have no voting rights. However, if and whenever distributions payable on the Series A
Preferred Units are in arrears for six or more quarterly periods, whether or not consecutive, holders of Series A Preferred Units,
voting as a class together with the holders of any Parity Securities upon which like voting rights have been conferred and are
exercisable, will have the right to replace one of the members of our Board appointed by our General Partner with a person
nominated by such holders (unless the holders of Series A Preferred Units and Parity Securities upon which like voting rights
have been conferred voting as a class, have previously elected a member of our Board, and such director continues then to serve
on the Board). Distributions payable on the Series A Preferred Units will be considered to be in arrears for any quarterly period
for which full cumulative distributions through the most recent distribution payment date have not been paid on all outstanding
Series A Preferred Units. The right of such holders of Series A Preferred Units to elect a member of our Board will continue
until such time as all accumulated and unpaid distributions on the Series A Preferred Units have been paid in full. In addition,
unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series A
Preferred Units, voting as a single class, our Board may not adopt any amendment to our partnership agreement that would have
a material adverse effect on the existing terms of the Series A Preferred Units.
In addition, unless we have received the
affirmative vote or consent of the holders of at least two-thirds of the outstanding Series A Preferred Units, voting as a class
together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, we
may not (i) issue any Parity Securities if the cumulative distributions on Series A Preferred Units are in arrears or (ii) create or
issue any Senior Securities.
In the event of a liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, holders of Series A
Preferred Units will have the right to receive a liquidation preference of $25.00 per unit plus an amount equal to all
accumulated and unpaid distributions thereon to the date of payment, whether declared or not. These payments will be paid
before any payments are paid to our common unitholders.
At any time on or after October 31, 2022, we may redeem, in whole or in part, the Series A Preferred Units at a redemption
price of $25.00 per unit plus an amount equal to all accumulated and unpaid distributions thereon on the date of redemption,
whether declared or not. Any such redemption will be effected from funds legally available for such purpose. We must provide
not less than 30 days’ and not more than 60 days’ written notice of any such redemption.
29. 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 common unit are presented below:
(in thousands of $ except unit and per unit data)
Common unitholders’ interest in net income
Less: distributions paid (1)
Over distributed earnings
Basic:
2019
5,648
(112,201)
(106,553)
2018
59,925
(137,335)
(77,410)
2017
124,656
(160,069)
(35,413)
Weighted average common units outstanding (in thousands)
69,397
69,944
68,671
Diluted:
Weighted average common units outstanding (in thousands)
Earn-out units
Common unit and common unit equivalents
Earnings per unit - Common unitholders
:
Basic
Diluted
69,397
—
69,397
69,944
—
69,944
$
$
0.08
0.08
$
0.86
0.86
Cash distributions declared and paid in the period per common unit (2)
Subsequent event: Cash distributions declared and paid per common unit
relating to the period (3)
1.62
0.40
1.96
0.40
68,671
654
69,325
1.82
1.80
2.31
0.58
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__________________________________________
(1) Refers to distributions made or to be made to the common unitholders in relation to the period irrespective of the declaration and payment dates, and is based
on the weighted average number of units outstanding in the period.
(2) Refers to cash distributions declared and paid during the period.
(3) Refers to cash distributions relating to the period, declared and paid subsequent to the period end.
As of December 31, 2019, of our total number of common units outstanding, 69.4% (2018: 69.4%) were held by the public and
the remaining common units were held by Golar.
Earnings per common unit is calculated using the two class method. Basic earnings per common unit is determined by adjusting
net income for the period by distributions made or to be made in relation to the period. Any undistributed earnings for the
period are allocated to the various unitholders based on the distribution waterfall for cash available for distribution as specified
in 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. Diluted earnings per common unit reflect the potential dilution that occur if
securities or other contracts to issue common units were exercised.
The various partnership interests in net income were 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 to (i) provide for the proper conduct of our business, among other things, including reserves for maintenance and
replacement capital expenditure and anticipated credit needs; (ii) comply with applicable law and our debt and other
agreements; (iii) provide funds for payments on the Series A Preferred Units and (iv) provide funds for distributions to
unitholders for any one or more of the next four quarters. In addition, the holders of the incentive distribution rights are
currently entitled to incentive distributions if the amount we distribute to unitholders 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 our partnership agreement, we make distributions of available cash from operating surplus for any quarter as set forth in
the following table. The following table illustrates the percentage allocations of the additional available cash from operating
surplus among the common unitholders, our General Partner and the holders of the IDRs up to the various target distribution
levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of the common
unitholders, our General Partner and the holders of the IDRs 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 common
unitholders, our General Partner and the holders of the IDRs 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.
Minimum Quarterly Distribution
First Target Distribution
Second Target Distribution
Third Target Distribution
Thereafter
Quarterly
Distribution Target
Amount (per unit)
$
0.5775
up to $0.6641
above $0.6641
up to $0.7219
above $0.7219
up to $0.8663
above $0.8663
Marginal Percentage Interest in
Distributions
Common
Unitholders
General
Partner
Holders of
IDRs
98 %
98 %
85 %
75 %
50 %
2 %
2 %
2 %
2 %
2 %
—
—
13 %
23 %
48 %
The percentage interests set forth above assume that our General Partner maintains its 2.0% general partner interest and that we
do not issue additional classes of equity securities.
The Series A Preferred Units rank senior to our common units as to the payment of distributions and amounts payable upon
liquidation, dissolution or winding up, whether voluntary or involuntary. See note 28.
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30. SUBSEQUENT EVENTS
Global COVID-19 Outbreak
After the balance sheet date, the outbreak of the 2019 coronavirus ("COVID-19") that originated in China and subsequently
spread to many countries worldwide has resulted in the implementation of numerous actions taken by governments and
governmental agencies in an attempt to mitigate the spread of COVID-19. These measures have resulted in a significant
reduction in global economic activity and extreme volatility in the global financial markets, and the global demand for oil,
natural gas and LNG has declined significantly. To date our operations have been impacted primarily by the cancellation and/or
delays of crew changes on our vessels, postponement of equipment maintenance and various inspections. However, the extent
to which COVID-19 will impact our results of operations and financial condition will depend on future developments, which
are highly uncertain and cannot be predicted, including among others, the severity and duration of COVID-19 and the actions to
contain or treat its impact. An estimate of the impact cannot therefore be made at this time. The severity and duration, as well as
the impact of these factors remain uncertain but could have a material impact on our earnings, cash flow and financial
condition.
Series A Preferred Units ATM Program
On January 28, 2020, the Partnership entered into a sales agreement with a sales agent (the "Agent"), relating to the
Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units representing limited partner interests (the "Series A
Preferred Units"). In accordance with the terms of the sales agreement, we may, through the Agent, offer and sell from time to
time, Series A Preferred Units having an aggregate offering price of up to $120.0 million.
Cash Distributions
In February 2020, we paid a cash distribution of $0.4042 per common unit in respect of the three months ended December 31,
2019 to unitholders of record as of February 7, 2020. We also paid a cash distribution of $0.546875 per Series A Preferred Unit
for the period from November 15, 2019 through to February 14, 2020 to our Series A Preferred unitholders of record as of
February 7, 2020.
On April 1, 2020, we announced a 95% reduction to our quarterly common unit distribution to $0.0202 per unit for the quarter
ended March 31, 2020 (from $0.4042 per unit in the previous quarter).
Financing
In February 2020, we borrowed $25.0 million from Golar, with interest of LIBOR plus 5.0%. We repaid the loan in full,
including interest.
2015 Norwegian Bonds and 2017 Norwegian Bonds Refinancing
On April 1, 2020, we announced the initiation of a process to seek bondholder approval for an extension of the maturity date by
18 months, subject to certain terms and conditions, for our 2015 Norwegian Bonds and our 2017 Norwegian Bonds. We intend
to use the 18 month extension period to arrange a long-term refinancing of the 2015 Norwegian Bonds and the 2017 Norwegian
Bonds, which has not been possible in light of the current turmoil in the Nordic and international capital markets due in part to
the adverse conditions caused by COVID-19.
We have scheduled a bondholder meeting on May 5, 2020 to approve the proposed amendments to the 2015 Norwegian Bonds
and the 2017 Norwegian Bonds (the "Norwegian Bond Amendments"). In turn for the 18 month extension we will pay an
amendment fee of 0.5% of the par value of all of the 2015 Norwegian Bonds and 2017 Norwegian Bonds.The proposed
amendments include the following:
2015 Norwegian Bonds: The interest rate on the 2015 Norwegian Bonds will increase by 185 basis points, from LIBOR plus
4.4% per annum to LIBOR plus 6.25% per annum. In addition, the repayment profile of the 2015 Norwegian Bonds will change
from a bullet repayment on the original maturity date to amortization as follows:
•
Equal instalments of $5 million (at 100% of par value), the first time on September 30, 2020 and thereafter on each
interest payment date in the period up to and including the interest payment date in May 2021;
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•
•
Equal instalments of $3.75 million (at 100% of the par value) from, but excluding the interest payment date in May
2021 and on each interest payment date thereafter; and
Repayment of the remaining amount at a price of 105% of the par value on the amended maturity date of November
22, 2021.
2017 Norwegian Bonds: The interest rate on the 2017 Norwegian Bonds will increase by 185 basis points, from LIBOR plus
6.25% per annum to LIBOR plus 8.1% per annum. In addition, the repayment profile of the 2017 Norwegian Bonds will change
from a bullet repayment upon the original maturity date to amortization as follows:
•
•
•
•
Equal instalments of $5 million (at 100% of par value), the first time on September 30, 2020 and thereafter on each
interest payment date in the period up to and including the interest payment date in May 2021;
Equal instalments of $6.25 million (at 100% of the par value) from, but excluding the interest payment date in
November 2021 and on each interest payment date thereafter;
Equal instalments of $10 million (at 100% of the par value) from and including the interest payment date in February
2022 after the 2015 Norwegian Bonds have been redeemed in full; and
Repayment of the remaining amount at a price of 105% of the par value on the amended maturity date of November
22, 2022.
Under the Norwegian Bond Amendments, we may incur no additional financial indebtedness without applying the proceeds
received therefrom to redeem the 2015 Norwegian Bonds and the 2017 Norwegian Bonds on a pro rata basis, other than certain
permitted financial indebtedness incurred: (i) to repay existing financial indebtedness, (ii) by way of secured debt from financial
institutions incurred in the ordinary course of business in connection with acquisitions of assets or (iii) an amount up to
$25 million in aggregate, provided that the proceeds in the case of each of (i) to (iii) above are not applied for redemption of
any or all of the 2017 Norwegian Bonds prior to the redemption of the 2015 Norwegian Bonds in full. In addition, the
Norwegian Bond Amendments will contain a provision prohibiting us from paying distributions to our common unit holders in
an amount greater than (i) $0.0808 per common unit per annum or (ii) the aggregate amount of cash equity raised.
Additionally, under the Norwegian Bond Amendments, we will not be permitted to repurchase any of our common or preferred
units
As of April 30, 2020, we had received support from bondholders for the required two-thirds majority to approve the proposed
amendments at the meeting on May 5, 2020 for each of the 2015 Norwegian and the 2017 Norwegian Bonds.
55